Compliance With Erisa Etc. (a) No Credit Party shall permit its unfunded pension fund and other employee benefit plan obligation and liabilities to remain unfunded other than in accordance with applicable law and (b) no ERISA Affiliate shall cause or suffer to exist (a) any event that could result in the imposition of a Lien on any asset of a Credit Party or a Subsidiary of a Credit Party with respect to any Title IV Plan or Multiemployer Plan or (b) any other ERISA Event, that would, in the aggregate, have a Material Adverse Effect. No Credit Party shall cause or suffer to exist any event that could result in the imposition of a Lien with respect to any Benefit Plan.
Compliance With Erisa Etc. (a) Section 7.17(a) of the Ultravisual Disclosure Memorandum lists all plans, programs, and similar arrangements, commitments or agreements maintained by or on behalf of Ultravisual or any other party that provides benefits or compensation to, or for the benefit of, current or former employees of Ultravisual, including pension, retirement, deferred compensation, stock option, stock purchase, stock ownership, savings, stock appreciation right, profit sharing, group insurance, severance, and other benefit plans, contracts and agreements (collectively, the "ULTRAVISUAL EMPLOYEE BENEFIT PLANS"). With respect to each Ultravisual Employee Benefit Plan, to the extent applicable, Ultravisual has supplied Emageon a true and correct copy of (i) the plan document, including amendments thereto, (ii) the annual report on the applicable Form 5500 series filed with the IRS for the most recent three plan years, (iii) each trust agreement, insurance contract or other funding arrangement relating to such Ultravisual Employee Benefit Plan, including amendments thereto, (iv) the most recent Summary Plan Description and material employee communications for such Ultravisual Employee Benefit Plan, (v) the most recent actuarial report or valuation, and (vi) the most recent IRS determination letter.
Compliance With Erisa Etc. (i) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan.
Compliance With Erisa Etc. Except with the prior written consent -------------------------- of the Required Holders, the Company and its Subsidiaries will meet all minimum funding requirements applicable to the Pension Plans imposed by ERISA or the Code (without giving effect to any waivers of such requirements or extensions of the related amortization periods which may be granted) and will at all times comply in all material respects with all other provisions of ERISA and the Code which are applicable to the Pension Plans and the Employee Benefit Plans.
Compliance With Erisa Etc. 7981 Section 5.15 Intellectual Property, etc. 8082
Compliance With Erisa Etc. (a) Compliance by the Credit Parties with the provisions hereof and Borrowings contemplated hereby will not involve any non-exempt prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code. The Credit Parties, their Subsidiaries and each ERISA Affiliate, except for such non-compliance that would not reasonably be expected to have a Material Adverse Effect (i) has fulfilled all obligations under the minimum funding standards of ERISA and the Code with respect to each U.S. Plan that is not a Multi-Employer Plan or a Multiple Employer Plan, (ii) has satisfied all contribution obligations in respect of each Multi-Employer Plan and each Multiple Employer Plan, (iii) is in compliance with all other applicable provisions of ERISA and the Code with respect to each U.S. Plan and (iv) has not incurred any liability under Title IV of ERISA with respect to any U.S. Plan, or any trust established thereunder. No U.S. Plan or trust created thereunder has been terminated, there have been no Reportable Events, with respect to any U.S. Plan or trust created thereunder, in each case, which termination or Reportable Event will or would reasonably be expected to have a Material Adverse Effect, and no U.S. Plan has incurred an ERISA Event which ERISA Event will or would reasonably be expected to have a Material Adverse Effect. No Credit Party or any Subsidiary of a Credit Party nor any ERISA Affiliate is at the date hereof, or has been at any time within the five (5) years preceding the date hereof, an employer required to contribute to any Multi-Employer Plan or Multiple Employer Plan. No Credit Party nor any Subsidiary of a Credit Party nor any ERISA Affiliate has any contingent liability with respect to any post-retirement “welfare benefit plan” (as such term is defined in ERISA) except as has been disclosed to the Administrative Agent and the Lenders in writing. #4848-6974-4858
Compliance With Erisa Etc. (a) Except as set forth in Schedule 4.27, with respect to all employees and former employees of the Company and all dependents and beneficiaries of such employees and former employees, (i) the Company does not maintain or contribute to any nonqualified deferred compensation or retirement plans, contracts or arrangements; (ii) the Company does not maintain or contribute to any qualified defined contribution plans (as defined in Section 3(34) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 414(i) of the Code; (iii) the Company does not maintain or contribute to any qualified defined benefit plans (as defined in Section 3(35) of ERISA or Section 414(j) of the Code); and (iv) the Company does not maintain or contribute to any employee welfare benefit plans (as defined in Section 3(1) of ERISA).
Compliance With Erisa Etc. The Borrower shall make, and shall cause all other Companies to make, all payments or contributions to Plans required under the terms of such Plans and in accordance with applicable minimum funding requirements of ERISA and the Code. The Borrower shall cause all Plans sponsored by the Companies to be maintained in material compliance with ERISA and the Code. The Borrower shall not engage, and shall not permit or suffer any other Company, or any Person entitled to indemnification or reimbursement from the Borrower or any other Company in respect of such transaction to engage, in any "prohibited transaction" for which an exemption is not available. No Company will terminate, and each Company will use all reasonable efforts to prevent the PBGC from terminating, any Plan, and no Company shall withdraw from any multi-employer Plan, in each case in any manner which in the reasonable business judgment of the Borrower, is likely to result in a Material Adverse Change.
Compliance With Erisa Etc. (a) No Credit Party shall permit its unfunded pension fund and other employee benefit plan obligation and liabilities to remain unfunded other than in accordance with applicable law and (b) no ERISA Affiliate shall cause or suffer to exist (i) any event that could reasonably be expected to result in the imposition of a Lien on any asset of a Credit Party or a Subsidiary of a Credit Party with respect to any Title IV Plan or Multiemployer Plan or (ii) any other ERISA Event, that could reasonably be expected, in the aggregate, to have a Material Adverse Effect. No Credit Party shall cause or suffer to exist any event that would result in the imposition of a Lien with respect to any Benefit Plan. No Canadian Credit Party shall contribute to or assume an obligation to contribute to any defined benefit pension plan. Additionally, without the written consent of the US Agent, no Credit Party shall acquire an interest in any Person incorporated, organized or otherwise formed under the laws of Canada or any province or territory thereof (a “Canadian Target”) if the applicable Canadian Target sponsors, maintains or contributes to, or at any time in the five-year period prior to such acquisition has sponsored, maintained or contributed to, a defined benefit pension plan, unless (x) the defined benefit pension plans of the applicable Canadian Target and any other Canadian Targets (if any) previously acquired by a Credit Party after the Closing Date have an aggregate funding deficiency or other similar deficit less than or equal to the US Dollar Equivalent of $1,000,000 on the date of acquisition of the applicable Canadian Target by the applicable Credit Party, or (y) if the defined benefit pension plans of the applicable Canadian Target and any other Canadian Targets (if any) previously acquired by a Credit Party after the Closing Date have an aggregate funding deficiency or other similar deficit which exceeds the US Dollar Equivalent of $1,000,000 on the date of acquisition of the applicable Canadian Target by the applicable Credit Party, the amount of such aggregate deficiency or deficit in excess of the US Dollar Equivalent of $1,000,000, when combined with the then outstanding amount of existing secured Indebtedness permitted pursuant to subsection 5.5(o)(ii) above, does not exceed the US Dollar Equivalent of $5,000,000.
Compliance With Erisa Etc. SCHEDULE 4.24 sets forth all "employee benefit plans," as defined in Section 3(3) of ERISA, and all other employee benefit plans and arrangements, including incentive, equity or equity-based compensation and deferred compensation arrangements, covering the employees of the Seller, UIC and the Seller Subsidiaries who have been or currently are engaged in the operation of the Business (collectively, the "Plans"). None of the Plans is a multiemployer plan, as defined in Section 3(37) of ERISA, nor has Seller ever contributed to a multiemployer plan with respect to employees of the Business. Seller has provided RW with summary plan descriptions or, if no summary plan description exists, written summaries of each Plan. To the extent required (either as a matter of law or to obtain the intended tax treatment and tax benefits), all employee benefit plans (as defined in Section 3(3) of ERISA) which Seller does maintain or to which it does contribute comply in all Material respects with the requirements of ERISA and the Code.
