Compliance with ERISA and the Code. Except as set forth ------------------------------------ on SCHEDULE 4.15(a)(ii), Company, its predecessors in interest, and all Company --------------------- Affiliates have complied with all of their respective obligations with respect to all Employee Benefit Plans (including, but not limited to, (A) filing or distributing all reports or notices required by ERISA or the Code, and (B) complying with all requirements of Part 6 of ERISA and Code Section 4980B) and have maintained the Employee Benefit Plans in compliance with all applicable laws and regulations (including, but not limited to, ERISA and the Code), No party in interest or disqualified person (as defined in Section 3(14) of ERISA and Section 4975 of the Code) has engaged in a transaction with respect to any Employee Benefit Plan which could subject Company or any Company Affiliate, directly or indirectly, to a material tax, penalty, or other material liability for prohibited transactions under ERISA or Section 4975 of the Code. No fiduciary of any Employee Benefit Plan has breached in any material respect, any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA. All Employee Benefit Plans have been established and maintained substantially in accordance with their terms and have been operated in compliance in all material respects with all applicable legal requirements, and may by their terms be amended and/or terminated at any time without the consent of any other person, subject to applicable legal requirements and the terms of each Employee Benefit Plan. Company and each Company Affiliate have performed all material obligations required to be performed by them under, and not in any material respect in default under or in violation of, any Employee Benefit Plan, and Company and each Company Affiliate have no knowledge of any default or violation by any other person with respect to any Employee Benefit Plan. Each Employee Benefit Plan which is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the Internal Revenue Service as to such plan's qualified status under Section 401(a) of the Code (or comparable letter, such as an opinion or notification letter as to the form of plan adopted by Company or Company Affiliate), and, to Company's knowledge, nothing has occurred since the issuance of such letter which may reasonably be expected to impair such favorable determination or otherwise impair the qualified status of such plan. All contributions required to be made with respect to any Employee Benefit Plan pursuant to Section 412 of the Code, or the terms of the Employee Benefit Plan or any collective bargaining agreement, have been made on or before their due dates (including any extensions thereof). No amendment to any Employee Benefit Plan or related trust has been adopted since receipt of the most recent determination letter issued with respect to the Employee Benefit Plan or related trust which would cause disqualification of the Employee Benefit Plan or related trust Neither Company nor any Company Affiliate sponsors, maintains, or has direct or indirect liability under any "multiple employer welfare associate" ("MEWA") within the meaning of Section 3(40) of ERISA, or any plan of the type ---- described in Sections 4063 and 4064 of ERISA or in Section 413 of the Code (and the regulations promulgated thereunder).
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Compliance with ERISA and the Code. Except as set forth ------------------------------------ for matters disclosed on SCHEDULE 4.15(a)(ii)Schedule 5.14, Companyin addition to and without limiting the generality of Section 5.8, its predecessors in interestthe Loan Parties and their respective Subsidiaries shall, and all Company --------------------- Affiliates have complied with all of shall cause their respective obligations ERISA Affiliates to, (a) comply in all respects with applicable provisions of ERISA and the Code and other applicable laws with respect to all Employee Benefit Plans (including, but and Pension Plans except as would not limited toreasonably be expected to result in liability in excess of $250,000, (Ab) filing not take any action or distributing all reports fail to take action, without the prior written consent of the Administrative Agent and the Required Lenders, the result of which could result in a Loan Party or notices required by any of its Subsidiaries or any of their respective ERISA Affiliates incurring a liability in excess of $250,000 to the PBGC or to a Multiemployer Plan (other than to pay contributions or premiums payable in the ordinary course), (c) not allow any facts or circumstances to exist with respect to one or more Employee Benefit Plans or Pension Plans that, individually or in the aggregate, reasonably could be expected to result in liability of any Loan Party or any of its Subsidiaries or any of their respective ERISA Affiliates, after deducting any amount for which a fiduciary liability or other insurance carrier has provided an unconditional written acknowledgement of liability coverage, in excess of the Threshold Amount, (d) not participate in any prohibited transaction that could result in a material civil penalty excise tax, fiduciary liability or correction obligation under ERISA or the Code, and after deducting any amount for which a fiduciary liability or other insurance carrier has provided an unconditional written acknowledgement of liability coverage, (Be) complying with all requirements of Part 6 of ERISA and Code Section 4980B) and have maintained the operate each Employee Benefit Plans Plan and Pension Plan in compliance with all applicable laws and regulations such a manner that will not incur any material tax liability under the Code (including, but not limited to, ERISA and including Section 4980B of the Code), No party in interest (f) furnish to the Administrative Agent upon the Administrative Agent’s or disqualified person Lead Lender’s (as defined in Section 3(14or, if no Lead Lender, the Required Lenders’) of ERISA and Section 4975 of the Code) has engaged in a transaction with respect to any Employee Benefit Plan which could subject Company or any Company Affiliate, directly or indirectly, to a material tax, penalty, or other material liability for prohibited transactions under ERISA or Section 4975 of the Code. No fiduciary of any Employee Benefit Plan has breached in any material respect, any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA. All Employee Benefit Plans have been established and maintained substantially in accordance with their terms and have been operated in compliance in all material respects with all applicable legal requirements, and may by their terms be amended and/or terminated at any time without the consent of any other person, subject to applicable legal requirements and the terms of each Employee Benefit Plan. Company and each Company Affiliate have performed all material obligations required to be performed by them under, and not in any material respect in default under or in violation of, written request such additional information about any Employee Benefit Plan, and Company Pension Plan or Multiemployer Plan for which any Loan Party or any of its Subsidiaries or any of their respective ERISA Affiliates could reasonably expect to incur any liability in excess of $250,000. With respect to each Pension Plan and each Company Affiliate have no knowledge of any default or violation by any other person with respect to any Employee Benefit Multiemployer Plan. Each Employee Benefit Plan which is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the Internal Revenue Service , except as to such plan's qualified status under Section 401(a) of the Code (or comparable letter, such as an opinion or notification letter as to the form of plan adopted by Company or Company Affiliate), and, to Company's knowledge, nothing has occurred since the issuance of such letter which may could not reasonably be expected to impair such favorable determination result in any material liability to the Loan Parties or otherwise impair any of their Subsidiaries or any of their respective ERISA Affiliates, the qualified status of such plan. All contributions required to be made with respect Loan Parties and their Subsidiaries and their respective ERISA Affiliates shall (i) satisfy in full and in a timely manner, without incurring any late payment or underpayment charge or penalty and without giving rise to any Employee Benefit Plan pursuant to Section 412 Lien, all of the Code, or the terms contribution and funding requirements of the Employee Benefit Plan or any collective bargaining agreement, have been made on or before their due dates (including any extensions thereof). No amendment to any Employee Benefit Plan or related trust has been adopted since receipt of the most recent determination letter issued with respect to the Employee Benefit Plan or related trust which would cause disqualification of the Employee Benefit Plan or related trust Neither Company nor any Company Affiliate sponsors, maintains, or has direct or indirect liability under any "multiple employer welfare associate" ("MEWA") within the meaning of Section 3(40) Code and of ERISA, and (ii) pay, or cause to be paid, to the PBGC in a timely manner, without incurring any plan of the type ---- described in Sections 4063 and 4064 of ERISA late payment or in Section 413 of the Code (and the regulations promulgated thereunder)underpayment charge or penalty, all premiums required pursuant to ERISA.
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Sources: Credit Agreement (Celadon Group Inc)
Compliance with ERISA and the Code. Except as set forth ------------------------------------ on SCHEDULE 4.15(a)(ii)In addition to and without limiting the generality of Section 5.8, Company, its predecessors in interestthe Loan Parties shall, and shall cause their ERISA Affiliates to, (a) comply in all Company --------------------- Affiliates have complied material respects with all applicable provisions of their respective obligations ERISA and the Code and other applicable laws with respect to all Employee Benefit Plans (including, but not limited toand Pension Plans, (Ab) filing not take any action or distributing all reports fail to take action, without the prior written consent of the Agent and the Required Lenders, the result of which could result in a Loan Party or notices required by ERISA Affiliate incurring a material liability to the PBGC or to a Multiemployer Plan (other than to pay contributions or premiums payable in the ordinary course), (c) not allow any facts or circumstances to exist with respect to one or more Employee Benefit Plans or Pension Plans that, in the aggregate, reasonably could be expected to result in liability of any Loan Party, after deducting any amount for which a fiduciary liability or other insurance carrier has provided an unconditional written acknowledgement of liability coverage, in excess of the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, (▇) not participate in any prohibited transaction that could result in a material civil penalty excise tax, fiduciary liability or correction obligation under ERISA or the Code, and after deducting any amount for which a fiduciary liability or other insurance carrier has provided an unconditional written acknowledgement of liability coverage, (Be) complying with all requirements of Part 6 of ERISA and Code Section 4980B) and have maintained the operate each Employee Benefit Plans Plan and Pension Plan in compliance with all applicable laws and regulations such a manner that will not incur any material tax liability under the Code (including, but not limited to, ERISA and including Section 4980B of the Code), No party in interest or disqualified person and (as defined in Section 3(14e) of ERISA and Section 4975 of the Code) has engaged in a transaction with respect to any Employee Benefit Plan which could subject Company or any Company Affiliate, directly or indirectly, to a material tax, penalty, or other material liability for prohibited transactions under ERISA or Section 4975 of the Code. No fiduciary of any Employee Benefit Plan has breached in any material respect, any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA. All Employee Benefit Plans have been established and maintained substantially in accordance with their terms and have been operated in compliance in all material respects with all applicable legal requirements, and may by their terms be amended and/or terminated at any time without the consent of any other person, subject to applicable legal requirements and the terms of each Employee Benefit Plan. Company and each Company Affiliate have performed all material obligations required to be performed by them under, and not in any material respect in default under or in violation of, any Employee Benefit Plan, and Company and each Company Affiliate have no knowledge of any default or violation by any other person with respect to any Employee Benefit Plan. Each Employee Benefit Plan which is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the Internal Revenue Service as to such plan's qualified status under Section 401(a) of the Code (or comparable letter, such as an opinion or notification letter as furnish to the form of plan adopted by Company or Company Affiliate), and, to Company's knowledge, nothing has occurred since Agent upon the issuance of Agent’s written request such letter which may reasonably be expected to impair such favorable determination or otherwise impair the qualified status of such plan. All contributions required to be made with respect to any Employee Benefit Plan pursuant to Section 412 of the Code, or the terms of the Employee Benefit Plan or any collective bargaining agreement, have been made on or before their due dates (including any extensions thereof). No amendment to additional information about any Employee Benefit Plan or related trust has been adopted since receipt Pension Plan for which any Loan Party or ERISA Affiliate could reasonably expect to incur any material liability. With respect to each Pension Plan and each Multiemployer Plan, except as could not reasonably be expected to result in liability to the Loan Parties, the Loan Parties and the ERISA Affiliates shall (i) satisfy in full and in a timely manner, without incurring any late payment or underpayment charge or penalty and without giving rise to any Lien, all of the most recent determination letter issued with respect to the Employee Benefit Plan or related trust which would cause disqualification contribution and funding requirements of the Employee Benefit Plan or related trust Neither Company nor any Company Affiliate sponsors, maintains, or has direct or indirect liability under any "multiple employer welfare associate" ("MEWA") within the meaning of Section 3(40) Code and of ERISA, and (ii) pay, or cause to be paid, to the PBGC in a timely manner, without incurring any plan of the type ---- described in Sections 4063 and 4064 of ERISA late payment or in Section 413 of the Code (and the regulations promulgated thereunder)underpayment charge or penalty, all premiums required pursuant to ERISA.
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