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

Absence of Certain Liabilities and Events. To the Seller’s Knowledge, there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Company Plan, which is not otherwise exempt under Section 408 of ERISA, and that would reasonably be expected to subject the Company or a Subsidiary to any material liability. None of the Company and the Subsidiaries has incurred any liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the Code or any liability under Section 502 of ERISA, and no fact or event exists that could reasonably be expected to give rise to any such liability. None of the Company and the Subsidiaries has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan, and no fact or event exists that could give rise to any such liability. No complete or partial termination has occurred within the six years preceding the date hereof with respect to any Company Plan. No reportable event (within the meaning of Section 4043 of ERISA) has occurred or is expected to occur with respect to any Company Plan subject to Title IV of ERISA. Except with respect to any Company Plan that is a Multiemployer Plan, no Company Plan failed to meet the minimum funding standards (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, as of the most recently ended plan year of such Company Plan. None of the assets of the Company or any Subsidiary is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the Code; none of the Company and the Subsidiaries has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists which could reasonably be expected to give rise to any such lien or requirement to post any such security.

Absence of Certain Liabilities and Events. To the Seller’s Knowledge, there There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the U.S. Code or Section 1409(c) of the P.R. Code) with respect to any Company Plan, which is not otherwise exempt under Section 408 of ERISA, and that would reasonably be expected to subject . Neither the Company or a nor any Subsidiary to any material liability. None of the Company and the Subsidiaries has incurred any liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the U.S. Code or Section 1404 of the P.R. Code or any liability under Section 502 of ERISA, and no Company Representative, after having made due inquiry, is aware or knows of any fact or event that exists that could reasonably be expected to give rise to any such liability. None of Neither the Company and the Subsidiaries nor any Subsidiary has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan, and no Company Representative, after having made due inquiry, is aware or knows of any fact or event that exists that could give rise to any such liability. No complete or partial termination has occurred within the six five years preceding the date hereof with respect to any Company Plan. No reportable event (within the meaning of Section 4043 of ERISA) has occurred or is expected to occur with respect to any Company Plan subject to Title IV of ERISA. Except with respect to any Company No Plan that is a Multiemployer Plan, no Company Plan failed to meet the minimum had an accumulated funding standards deficiency (within the meaning of Section 302 of ERISA or Section 412 of the U.S. Code or Section 1165 of the P.R. Code), whether or not waived, as of the most recently ended plan year of such Company Plan. None of the assets of the Company or any Subsidiary is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the U.S. Code or Section 1165 of the P.R. Code; none of neither the Company and the Subsidiaries nor any Subsidiary has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the U.S. Code or Section 1165 of the P.R. Code; and no fact or event exists which could reasonably be expected to give rise to any such lien or requirement to post any such security.

Absence of Certain Liabilities and Events. To the Seller’s Knowledge, there There has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Company Plan, which is not otherwise exempt under Section 408 of ERISA, and that would reasonably be expected to subject . Neither the Company or a Seller nor any Subsidiary to any material liability. None of the Company and the Subsidiaries has incurred any liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the Code or any liability under Section 502 of ERISA, and no fact or event exists that which could reasonably be expected to give rise to any such liability. None of Neither the Company and the Subsidiaries Seller nor any Subsidiary has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including including, without limitation, any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan, and no fact or event exists that which could give rise to any such liability. No complete or partial termination has occurred within the six five years preceding the date hereof with respect to any Company Plan. No reportable event (within the meaning of Section 4043 of ERISA) has occurred or is expected to occur with respect to any Company Plan subject to Title IV of ERISA. Except with respect to any Company No Plan that is a Multiemployer Plan, no Company Plan failed to meet the minimum had an accumulated funding standards deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, as of the most recently ended plan year of such Company Plan. None of the assets of the Company Seller or any Subsidiary is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the Code; none of neither the Company and the Subsidiaries Seller nor any Subsidiary has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists which could reasonably be expected to give rise to any such lien or requirement to post any such security.

Absence of Certain Liabilities and Events. To the Seller’s Knowledge, there There has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) other than a transaction that is subject to a statutory, class or individual exemption with respect to any Company Plan, which is . Except as would not otherwise exempt under Section 408 of ERISA, and that would reasonably be expected to subject have a Material Adverse Effect, neither the Company or a nor any Subsidiary to any material liability. None of the Company and the Subsidiaries has incurred any liability for any penalty or tax arising under Section 4971, 4972, 4979, 4980, 4980B 4980B, 4980D, 4980E, 4980F, 4980G or 6652 of the Code or any liability under Section 502 of ERISA, and no fact or event exists that could . Except as would not reasonably be expected to give rise to any such liability. None of have a Material Adverse Effect, neither the Company and the Subsidiaries nor any of its ERISA Affiliates has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan, and no fact or event exists that could give rise to any such liability. No complete or partial termination has occurred within the six five years preceding the date hereof with respect to any Company PlanPlan that is a pension plan qualified under Section 401(a) of the Code and subject to ERISA (except that any such representation as to any Multiemployer Plan is made only to the knowledge of the Company). No reportable event (within the meaning of Section 4043 of ERISA) for which the reportable event has not been waived has occurred or within the past five years or, to the knowledge of the Company, is reasonably expected to occur with respect to any Company Plan subject to Title IV of ERISA. Except with respect to any Company Plan that is a Multiemployer Plan, no Company Plan failed to meet the minimum funding standards (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, as of the most recently ended plan year of such Company Plan. None of the assets of the Company or any Subsidiary of its ERISA Affiliates is the subject of any lien arising under Section 302(f303(k) of ERISA or Section 412(n430(k) of the Code; none , and, to the knowledge of the Company and the Subsidiaries has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and Company, no fact or event exists which could reasonably be expected to give rise to any such lien lien. None of the Plans is subject to the limitations on Plan benefits or requirement benefit accruals set forth in Section 436 of the Code, and, to post the knowledge of the Company, no facts exist which could reasonably be expected to result in the imposition of such limitations in the current Plan year. No written or oral communication has been received during the past three years from the Pension Benefit Guaranty Corporation in respect of any Plan subject to Title IV of ERISA concerning the funded status of any such securityplan or in connection with the transactions contemplated by this Agreement.

Absence of Certain Liabilities and Events. To the Seller’s Knowledge, there There has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Company Seller Benefit Plan, which is . Seller has not otherwise exempt under Section 408 of ERISA, and that would reasonably be expected to subject the Company or a Subsidiary to any material liability. None of the Company and the Subsidiaries has incurred any liability for any penalty or excise tax arising under Section 4971, 4972, 4980, 4980 or 4980B or 6652 of the Code or any liability under Section 502 of ERISA, and no fact or event exists that which could reasonably be expected to give rise to any such liability. None of the Company and the Subsidiaries Seller has not incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including including, without limitation, any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan, and no fact or event exists that which could give rise to any such liability. No complete or partial termination has occurred within the six five years preceding the date hereof with respect to any Company Seller Benefit Plan. No reportable event (within the meaning of Section 4043 of ERISA) has occurred or is expected to occur with respect to any Company Seller Benefit Plan subject to Title IV of ERISA. Except with respect to any Company No Seller Benefit Plan that is a Multiemployer Plan, no Company Plan failed to meet the minimum had an accumulated funding standards deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, as of the most recently ended plan year of such Company Seller Benefit Plan. None of the properties or assets of Seller, including, without limitation, the Company or any Subsidiary Assets and the Business, is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the Code; none of the Company and the Subsidiaries Seller has not been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists which could reasonably be expected to give rise to any such lien or requirement to post any such security. Except as set forth in Section 3.17(h) of the Disclosure Schedule, since March 31, 2003, Seller has not implemented any early retirement, separation or program providing early retirement window benefits within the meaning of Section 1.401(a)-4 of the Regulations or announced or planned any such action or program for the future.

Absence of Certain Liabilities and Events. To the Seller’s Knowledge, there There has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Company Plan, which is not otherwise exempt under Section 408 of ERISA, and that would reasonably be expected to subject . Neither the Company or a Subsidiary to any material liability. None of the Company and the Subsidiaries nor RDS, Inc. has incurred any liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the Code or any liability under Section 502 of ERISA, and no fact or event exists that which could reasonably be expected to give rise to any such liability. None of Neither the Company and the Subsidiaries nor RDS, Inc. has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including including, without limitation, any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan, and no fact or event exists that which could give rise to any such liability. No complete or partial termination has occurred within the six five years preceding the date hereof with respect to any Company Plan. No reportable event (within the meaning of Section 4043 of ERISA) has occurred or is expected to occur with respect to any Company Plan subject to Title IV of ERISA. Except with respect to any Company No Plan that is a Multiemployer Plan, no Company Plan failed to meet the minimum had an accumulated funding standards deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, as of the most recently ended plan year of such Company Plan. None of the assets of the Company or any Subsidiary RDS, Inc. is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the Code; none of neither the Company and the Subsidiaries nor RDS, Inc. has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists which could reasonably be expected to give rise to any such lien or requirement to post any such security.

Absence of Certain Liabilities and Events. To the Seller’s Knowledgeknowledge of the Sellers, there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Company Plan, which is not otherwise exempt under Section 408 of ERISA, and that would reasonably be expected to subject . To the Company or a Subsidiary to any material liability. None knowledge of the Company and Sellers, no member of the Subsidiaries Steadi Group has incurred any liability for any penalty or excise tax arising under Section 4971, 4972, 4980, 4980 or 4980B or 6652 of the Code or any liability under Section 502 and, to the knowledge of ERISAthe Sellers, and no fact or event exists that which could reasonably be expected to give rise to any such liability. None To the knowledge of the Company and Sellers, no member of the Subsidiaries Steadi Group has incurred any material liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course); and, including any liability in connection with (i) to the termination or reorganization knowledge of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer PlanSellers, and no fact or event exists that which could give rise to any such liability. No To the knowledge of the Sellers, no complete or partial termination has occurred within the six five years preceding the date hereof with respect to any Company PlanPlan subject to Title IV of ERISA. No To the knowledge of the Sellers, no reportable event (within the meaning of Section 4043 of ERISA) has occurred or is expected to occur with respect to any Company Plan subject to Title IV of ERISA. Except with respect to any Company Plan that is a Multiemployer PlanTo the knowledge of the Sellers, no Company Plan failed to meet the minimum had an accumulated funding standards deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, as of the most recently ended plan year of such Company Plan. None of the assets of any member of the Company or any Subsidiary Steadi Group is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the Code; none no member of the Company and the Subsidiaries Steadi Group has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and and, to the knowledge of the Sellers, no fact or event exists which could reasonably be expected to give rise to any such lien or requirement to post any such security.

Absence of Certain Liabilities and Events. To the Seller’s Knowledge, there There has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Company Plan, which is not otherwise exempt under Section 408 of ERISA, and that would reasonably be expected to subject . Neither the Company or a nor any Subsidiary to any material liability. None of the Company and the Subsidiaries has incurred any liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the Code or any liability under Section 502 of ERISA, and no fact or event exists that which could reasonably be expected to give rise to any such liability. None of Neither the Company and the Subsidiaries nor any Subsidiary has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including including, without limitation, any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan, and no fact or event exists that which could give rise to any such liability. No complete or partial termination has occurred within the six five years preceding the date hereof with respect to any Company Plan. No reportable event (within the meaning of Section 4043 of ERISA) has occurred or is expected to occur with respect to any Company Plan subject to Title IV of ERISA. Except with respect to any Company No Plan that is a Multiemployer Plan, no Company Plan failed to meet the minimum had an accumulated funding standards deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, as of the most recently ended plan year of such Company Plan. None of the assets of the Company or any Subsidiary is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the Code; none of neither the Company and the Subsidiaries nor any Subsidiary has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists which could reasonably be expected to give rise to any such lien or requirement to post any such security.

Absence of Certain Liabilities and Events. To The Company has no (and has not had any) ERISA Affiliates. The Company has not incurred any liability pursuant to Title I or IV of ERISA, or any liability pursuant to the Seller’s Knowledgepenalty, excise tax, or joint and several liability provisions of the those sections of the Code related to employee benefit plans, or any foreign law or regulation relating to employee benefit plans. No fact or event exists that presents a risk to the Company (or after the Closing, the Purchaser or any of its Affiliates) of incurring any such liability. Without limiting the foregoing, except as could not reasonably be expected to result in material liability (A) there has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Company Plan, which is not otherwise exempt under Section 408 of ERISA, and that would reasonably be expected to subject the Company or a Subsidiary to any material liability. None of the Company and the Subsidiaries has incurred any liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the Code or any liability under Section 502 of ERISA, and no fact or event exists that could reasonably be expected to give rise to any such liability. None of the Company and the Subsidiaries has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan, and (B) no fact or event exists that could give rise to any such liability. No complete or partial termination has occurred within the six five years preceding the date hereof with respect to any Company Plan. No reportable event (within the meaning of Section 4043 of ERISA) has occurred or is expected to occur with respect to any Company Plan subject to Title IV of ERISA. Except with respect to any Company Plan that is a Multiemployer Plan, no Company Plan failed to meet the minimum funding standards (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, as of the most recently ended plan year of such Company Plan. None of the assets asset of the Company or any Subsidiary is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n412 of the Code. The Company has not, since October 3, 2004, (x) granted to any person an interest in a “nonqualified deferred compensation plan (as defined in section 409A(d)(1) of the Code; none of the Company and the Subsidiaries ) which interest has been required or, upon the lapse of a substantial risk of forfeiture with respect to post any security under Section 307 of ERISA such interest, will be subject to the tax imposed by section 409A(a)(1)(B) or Section 401(a)(29(b)(4) of the Code; and no fact , or event exists which (y) modified the terms of any nonqualified deferred compensation plan in a manner that could reasonably be expected cause an interest previously granted under such plan to give rise become subject to any such lien the tax imposed by section 409A(a)(1)(B) or requirement to post any such security(b)(4) of the Code. All plans that are “nonqualified deferred compensation plans” (within the meaning of Section 409A of the Code) are listed on Section 3.20(e) of the Disclosure Schedule.

Absence of Certain Liabilities and Events. To Neither BCBS nor, to the Seller’s Knowledge----------------------------------------- knowledge of BCBSKS, there any other party in interest (within the meaning of Section 3(14) of ERISA) or disqualified person (within the meaning of Section 4975 of the Code) has been no engaged in a prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Company Plan, which is not otherwise exempt under Section 408 of ERISA, and that would reasonably be expected to subject the Company or have a Subsidiary to any material liabilityMaterial Adverse Effect on BCBS. None of the Company and the Subsidiaries BCBS has not incurred any liability that would reasonably be expected to have a Material Adverse Effect on BCBS for any penalty or excise tax arising under Section 4971, 4972, 4980, 4980 or 4980B or 6652 of the Code or any liability under Section 502 and, to the knowledge of ERISABCBSKS, and no fact or event exists that which could reasonably be expected to give rise to any such liability. None of the Company and the Subsidiaries BCBS has not incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course)) under, including any liability in connection with (i) the termination arising out of or reorganization by operation of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan, and no fact or event exists that could give rise would reasonably be expected to any such liabilityhave a Material Adverse Effect on BCBS. No complete or partial termination has occurred within the six five (5) years preceding the date hereof with respect to any Company Plan. No reportable event (within the meaning of Section 4043 of ERISA) has occurred or is expected to occur with respect to any Company Plan subject to Title IV of ERISA. Except with respect to any Company No Plan that is a Multiemployer Plan, no Company Plan failed to meet the minimum had an accumulated funding standards deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, as of the most recently ended plan year of such Company Plan. None of the assets of the Company or any Subsidiary BCBS is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the Code; none of the Company and the Subsidiaries BCBS has not been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists which could reasonably be expected to give rise to any such lien or requirement to post any such security.

Absence of Certain Liabilities and Events. To the Seller’s Knowledge, there There has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Plan. The Company Plan, which is has not otherwise exempt under Section 408 of ERISA, and that would reasonably be expected to subject the Company or a Subsidiary to any material liability. None of the Company and the Subsidiaries has incurred any liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the Code or any liability under Section 502 of ERISA, and no fact or event exists that which could reasonably be expected to give rise to any such liability. None of the The Company and the Subsidiaries has not incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including including, without limitation, any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan multiemployer plan (within the meaning of Section 3(37) or Multiple Employer Plan4001(a)(3) of ERISA) or multiple employer plan (within the meaning of 4063 or 4064 of ERISA), and no fact or event exists that which could give rise to any such liability. No complete or partial termination has occurred within the six five years preceding the date hereof with respect to any Company Plan. No reportable event (within the meaning of Section 4043 of ERISA) has occurred or is expected to occur with respect to any Company Plan subject to Title IV of ERISA. Except with respect to any Company No Plan that is a Multiemployer Plan, no Company Plan failed to meet the minimum had an accumulated funding standards deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, as of the most recently ended plan year of such Company Plan. None of the assets of the Company or any Subsidiary is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the Code; none of the Company and the Subsidiaries has not been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists which could reasonably be expected to give rise to any such lien or requirement to post any such security.

Absence of Certain Liabilities and Events. To the Seller’s Knowledge, there There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Company Plan. Except as set forth in Schedule 3.15(e), which is the Companies have not otherwise exempt under Section 408 of ERISA, and that would reasonably be expected to subject the Company or a Subsidiary to any material liability. None of the Company and the Subsidiaries has incurred any liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the Code or any liability under Section 502 of ERISA, and no fact or event exists that could reasonably be expected to give rise to any such liability. None of the Company and the Subsidiaries Companies has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course)ERISA, including without limitation any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan. Except as set forth in Schedule 3.15(e), and no fact or event exists that could give rise to any such liability. No complete or partial termination has occurred within the six five years preceding the date hereof with respect to any Company Plan. No reportable event (within the meaning of Section 4043 of ERISA) for which the 30 days’ notice to the Pension Benefit Guaranty Corporation is not waived has occurred or is expected to occur with respect to any Company Plan subject to Title IV of or ERISA. Except with respect to any Company No Plan that is a Multiemployer Plan, no Company Plan failed to meet the minimum had an accumulated funding standards deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, as of the most recently ended plan year of such Company Plan and each Plan is funded in an amount equal to no less than the respective amount of the “projected benefit obligations” of such Plan. None of the assets of any of the Company or any Subsidiary Companies is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the Code; none of the Company and the Subsidiaries Companies has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists which could reasonably be expected to give rise to any such lien or requirement to post any such security. To Seller’s Knowledge, there are no material actions, suits or claims (other than routine claims for benefits) pending or threatened against any Plan and there is no contract or arrangement with respect to which any of the Companies are directly or indirectly liable that would result in the payment of any amount that would not, by operation of Code Section 280G, be deductible.

Absence of Certain Liabilities and Events. To Neither BCBS nor, to the Seller’s Knowledgeknowledge of BCBSKS, there any other party in interest (within the meaning of Section 3(14) of ERISA) or disqualified person (within the meaning of Section 4975 of the Code) has been no engaged in a prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Company Plan, which is not otherwise exempt under Section 408 of ERISA, and that would reasonably be expected to subject the Company or have a Subsidiary to any material liabilityMaterial Adverse Effect on BCBS. None of the Company and the Subsidiaries BCBS has not incurred any liability that would reasonably be expected to have a Material Adverse Effect on BCBS for any penalty or excise tax arising under Section 4971, 4972, 4980, 4980 or 4980B or 6652 of the Code or any liability under Section 502 and, to the knowledge of ERISABCBSKS, and no fact or event exists that which could reasonably be expected to give rise to any such liability. None of the Company and the Subsidiaries BCBS has not incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course)) under, including any liability in connection with (i) the termination arising out of or reorganization by operation of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan, and no fact or event exists that could give rise would reasonably be expected to any such liabilityhave a Material Adverse Effect on BCBS. No complete or partial termination has occurred within the six five (5) years preceding the date hereof with respect to any Company Plan. No reportable event (within the meaning of Section 4043 of ERISA) has occurred or is expected to occur with respect to any Company Plan subject to Title IV of ERISA. Except with respect to any Company No Plan that is a Multiemployer Plan, no Company Plan failed to meet the minimum had an accumulated funding standards deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, as of the most recently ended plan year of such Company Plan. None of the assets of the Company or any Subsidiary BCBS is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the Code; none of the Company and the Subsidiaries BCBS has not been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists which could reasonably be expected to give rise to any such lien or requirement to post any such security.

Absence of Certain Liabilities and Events. To the Seller’s Knowledge, there There has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Company Plan, which is not otherwise exempt under Section 408 of ERISA, and that would reasonably be expected to subject the an Acquired Company or a Subsidiary to any material liability. None of the No Acquired Company and the Subsidiaries or Subsidiary has incurred any liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the Code or any liability under Section 502 of ERISA, and no fact or event exists that could reasonably be expected to give rise to any such liability. None of the No Acquired Company and the Subsidiaries or Subsidiary has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan, and no fact or event exists that could give rise to any such liability. No complete or partial termination has occurred within the six five years preceding the date hereof with respect to any Company Plan. No reportable event (within the meaning of Section 4043 of ERISA) has occurred or is expected to occur with respect to any Company Plan subject to Title IV of ERISA. Except with respect to any Company Plan that is a Multiemployer Plan, no Company Plan failed to meet the minimum had an accumulated funding standards deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, as of the most recently ended plan year of such Company Plan. None of the assets of the any Acquired Company or any Subsidiary is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the Code; none of the no Acquired Company and the Subsidiaries or Subsidiary has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists which could reasonably be expected to give rise to any such lien or requirement to post any such security.

Absence of Certain Liabilities and Events. To the Seller’s Knowledge, there There has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the CodeIRC) with respect to any Company Plan, which is not otherwise exempt under Section 408 of ERISA, and that would reasonably be expected to subject . Neither the Company or a nor any Subsidiary to any material liability. None of the Company and the Subsidiaries has incurred any liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the Code IRC or any liability under Section 502 of ERISA, ERISA and no fact or event exists that which could reasonably be expected to give rise to any such liability. None of Neither the Company and the Subsidiaries nor any Subsidiary has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including including, without limitation, any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan multiemployer plan (within the meaning of Section 3(37) or Multiple Employer Plan4001(a)(3) of ERISA, and no fact or event exists that which could give rise to any such liability. No Except as set forth on Section 3.26(e) of the Disclosure Schedule, no complete or partial termination has occurred within the six five years preceding the date hereof with respect to any Company Plan. No reportable event (within the meaning of Section 4043 of ERISA) has occurred or is expected to occur with respect to any Company Plan subject to Title IV of ERISA. Except with respect to any Company No Plan that is a Multiemployer Plan, no Company Plan failed to meet the minimum had an accumulated funding standards deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code), ) whether or not waived, waived as of the most recently ended plan year of such Company Plan. None of the assets of the Company or any Subsidiary is the subject of any lien arising under Section 302(f302 (f) of ERISA or Section 412(n) of the Code; none of neither the Company and the Subsidiaries nor any Subsidiary has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists which could reasonably be expected to give rise to any such lien or requirement to post any such security.