Agreement of Each ERISA Holder Sample Clauses

Agreement of Each ERISA Holder. Each ERISA Holder hereby irrevocably agrees, with respect to any matter, to vote and to give or withhold consent with respect to all shares of Common Stock and Preferred Stock held by such ERISA Holder as a Class A Securityholder from time to time in such manner as the Aurora Entities shall vote or give or withhold consent with respect to such matter; provided, however, that no ERISA Holder shall be so obligated to the extent that it reasonably believes, based on advice of counsel, that its fiduciary duties under ERISA shall require otherwise; and provided, further, that the foregoing shall not apply to any action to be taken or consent to be given by an ERISA Holder, in its capacity as Class A Stockholder, under the terms of Sections 10 and 12.2 of this Agreement. Each ERISA Holder represents that it has not heretofore given any proxies in respect of the Securities, and agrees that so long as such Securities are subject to this Section 7.2, it will not grant any proxy to any Person in conflict with the provisions of this Section 7.2. Each ERISA Holder hereby affirms that its agreement to vote its Securities set forth in this Section 7.2 is given in consideration for the mutual agreements contained in this Agreement and in connection with its subscription for its Securities and constitutes a material inducement to the Company and the Aurora Entities to approve such subscription, and that this agreement to vote is coupled with an interest and may, under no circumstances, be revoked. The agreement set forth in this Section 7.2 shall terminate with respect to each Security only at such time as such Security is no longer owned beneficially or of record by such ERISA Holder or any of its Permitted Transferees.
Sample 1
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Related to Agreement of Each ERISA Holder

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  • Compliance with ERISA (i) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code, except for noncompliance that could not reasonably be expected to result in material liability to the Company or its subsidiaries; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption that could reasonably be expected to result in a material liability to the Company or its subsidiaries; (iii) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, as applicable, has been satisfied (without taking into account any waiver thereof or extension of any amortization period) and is reasonably expected to be satisfied in the future (without taking into account any waiver thereof or extension of any amortization period); (iv) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (v) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that either has resulted, or could reasonably be expected to result, in material liability to the Company or its subsidiaries; (vi) neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the PBGC, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(a)(3) of ERISA); and (vii) there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign regulatory agency with respect to any Plan that could reasonably be expected to result in material liability to the Company or its subsidiaries. None of the following events has occurred or is reasonably likely to occur: (x) a material increase in the aggregate amount of contributions required to be made to all Plans by the Company or its subsidiaries in the current fiscal year of the Company and its subsidiaries compared to the amount of such contributions made in the Company and its subsidiaries’ most recently completed fiscal year; or (y) a material increase in the Company and its subsidiaries’ “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106) compared to the amount of such obligations in the Company and its subsidiaries’ most recently completed fiscal year.

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  • Compliance with Employment Laws A-E shall be solely responsible for complying with all laws pertaining to the employment of all of A-E’s personnel, including but not limited to, compliance with all applicable laws and regulations concerning workers’ compensation, social security, minimum wage, unemployment insurance, hours of labor, services, working conditions, equality in employment, and like subjects affecting employers engaged in public projects.

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