Common use of US Subsidiaries Clause in Contracts

US Subsidiaries. (a) The aggregate liabilities of each US Subsidiary and the ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ended prior to the date hereof, are not of a level which would have a material adverse effect upon the financial condition of the VNU Group taken as a whole; (b) there are no Employee Plans which are not in compliance in all material respects in form and operation with ERISA and the Code; (c) there is no Employee Plan which is intended to be qualified under Section 401(a) of the Code which has not received from the IRS a favourable determination letter that is to be so qualified as to form, and, to the knowledge of the Guarantor, nothing has occurred since the date of such determination that would adversely affect such determination; (d) the fair market value of the assets of each Employee Plan subject to Title IV of ERISA is not less than the present value of the "benefit liabilities" (within the meaning of Section 4001(a)(16) of ERISA) under such Employee Plan as of the date of the most recent actuarial valuation of such plan determined using the actuarial assumptions and method used by the actuary to such Employee Plan in its most recent valuation of such Employee Plan; (e) there are no actions, suits, or claims pending against or with respect to any Employee Plan (other than routine claims for benefits) which would cause any US Subsidiary to incur a material liability or to the knowledge of such US Subsidiary, which could reasonably be expected to be asserted against or with respect to any Employee Plan which would cause such US Subsidiary to incur a material liability; (f) no US Subsidiary has failed to make all material contributions to or under each such Employee Plan, or any contract or agreement requiring contribution to an Employee Plan; (g) none of any US Subsidiary or any ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4062(e) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Plan subject to Section 4064(a) of ERISA to which it made contributions each in a manner which would cause such US Subsidiary to incur a material liability; and (h) none of such US Subsidiary nor any of the ERISA Affiliates has incurred or reasonably expects to incur any material liability to PBGC other than for premiums under Section 4007 of ERISA to an extent which, in any case, could reasonably be expected to have a material adverse effect on the financial condition of the VNU Group taken as a whole and the ability of VNU N.V. (as Borrower and/or Guarantor, as appropriate) to perform or comply with its payment obligations under this Agreement.

US Subsidiaries. (a) The aggregate liabilities of each US Subsidiary and the ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ended prior to the date hereof, are would not of a level which would have a material adverse effect upon the financial condition of the VNU Group taken as a whole; (b) there are no any US Subsidiary; each Employee Plans which are not Plan is in compliance in all material respects in form and operation with ERISA and the Code; (c) there is no ; except as disclosed, each Employee Plan which is intended to be qualified under Section 401(a) of the Code which has not received from been determined by the IRS a favourable determination letter that is to be so qualified as to form, and, to the knowledge of the GuarantorParent, nothing has occurred since the date of such determination that would adversely affect such determination; (d) ; the fair market value of the assets of each Employee Plan subject to Title IV of ERISA is not less than at least equal to the present value of the "benefit liabilities" (within the meaning of Section 4001(a)(16) of ERISA) under such Employee Plan as of the date of the most recent actuarial valuation of such plan determined using the actuarial assumptions and method used by the actuary to such Employee Plan in its most recent valuation of such Employee Plan; (e) ; there are no actions, suits, or claims pending against or with respect to any Employee Plan (other than routine claims for benefits) which would cause any US Subsidiary to incur a material liability or to the knowledge of such US Subsidiary, which could reasonably be expected to be asserted against or with respect to any Employee Plan which would cause such US Subsidiary to incur a material liability; (f) no US Subsidiary ; each of the Target and the ERISA Affiliates has failed to make made all material contributions to or under each such Employee Plan, or any contract or agreement requiring contribution to an Employee Plan; (g) ; none of any US Subsidiary or any ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4062(e) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Plan subject to Section 4064(a) of ERISA to which it made contributions each in a manner which would cause such US Material Subsidiary to incur a material liability; and (h) and none of such US Subsidiary nor any of the ERISA Affiliates has incurred or reasonably expects to incur any material liability to PBGC other than for premiums under Section 4007 of ERISA to an extent which, in any case, could reasonably be expected to have a material adverse effect on the financial condition of the VNU Group taken as a whole and the ability of VNU N.V. (as Borrower and/or Guarantor, as appropriate) to perform or comply with its payment obligations under this AgreementERISA.