Common use of Compliance with ERISA; Non-U.S. Plans Clause in Contracts

Compliance with ERISA; Non-U.S. Plans. (a) The Borrower and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Borrower or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Borrower or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 412 of the Code, other than, in any case, such liabilities or Liens as could not reasonably be expected to result, individually or in the aggregate, in the occurrence of a Material Adverse Effect.

Compliance with ERISA; Non-U.S. Plans. (a) The Borrower Each Obligor and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could would not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower No Obligor nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section section 3 of ERISA), and no event, transaction or condition has occurred or exists that could that, in either case, would reasonably be expected to result in the incurrence of any such liability by the Borrower any Obligor or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Borrower any Obligor or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code, other than, in any case, than such liabilities or Liens as could would not reasonably be expected to result, individually or in the aggregate, in the occurrence of a Material Adverse Effectaggregate Material.

Compliance with ERISA; Non-U.S. Plans. (a) The Borrower Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could would not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Borrower Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Borrower Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code, other than, in any case, than such liabilities or Liens as could would not reasonably be expected to result, individually or in the aggregate, in the occurrence of a Material Adverse Effectaggregate Material.

Compliance with ERISA; Non-U.S. Plans. (a) The Borrower and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws Applicable Laws except for such instances of noncompliance as have not resulted in and could would not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section 3 of ERISA), and no event, transaction or condition has occurred or exists that could would reasonably be expected to result in the incurrence of any such liability by the Borrower or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Borrower or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 412 of the Code, other than, in any case, such liabilities or Liens as could would not reasonably be expected to result, individually or in the aggregate, in the occurrence of a Material Adverse Effect.

Compliance with ERISA; Non-U.S. Plans. (a) The U.S. Borrower and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the U.S. Borrower nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the U.S. Borrower or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the U.S. Borrower or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 412 of the Code, other than, in any case, such liabilities or Liens as could not reasonably be expected to result, individually or in the aggregate, in the occurrence of a Material Adverse Effect.

Compliance with ERISA; Non-U.S. Plans. (ai) The Borrower To the extent applicable, the Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws Laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither None of the Borrower nor Company or any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Borrower Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Borrower Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code, other than, in any case, than such liabilities or Liens as could would not reasonably be expected to result, individually or in the aggregate, in the occurrence of a Material Adverse Effectaggregate Material.

Compliance with ERISA; Non-U.S. Plans. (a) The Borrower Company and each ERISA Affiliate have operated and administered each Plan (other than a Multiemployer Plan) in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Borrower Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Borrower Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code, other than, in any case, than such liabilities or Liens as could would not reasonably be expected to result, individually or in the aggregate, in the occurrence of a Material Adverse Effectaggregate Material.

Compliance with ERISA; Non-U.S. Plans. (a) The U.S. Borrower and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the U.S. Borrower nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the U.S. Borrower or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the U.S. Borrower or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 412 of the Code, other than, in any case, than such liabilities or Liens as could not reasonably be expected to result, individually or in the aggregate, in the occurrence of a Material Adverse Effect.

Compliance with ERISA; Non-U.S. Plans. (a) The Borrower To the extent applicable, the Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws Laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither None of the Borrower nor Company or any ERISA Affiliate has incurred any liability (other than benefit liabilities) pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Borrower Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Borrower Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code, other than, in any case, than such liabilities or Liens as could would not reasonably be expected to result, individually or in the aggregate, in the occurrence of a Material Adverse Effectaggregate Material.

Compliance with ERISA; Non-U.S. Plans. (a) The Borrower Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Borrower Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Borrower Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 412 430 or 436 of the CodeCode or section 4068 of ERISA, other than, in any case, than such liabilities or Liens as could would not reasonably be expected to result, individually or in the aggregate, in the occurrence of a Material Adverse Effectaggregate Material.

Compliance with ERISA; Non-U.S. Plans. (a) The Borrower Parent Guarantor and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower Parent Guarantor nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Borrower Parent Guarantor or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Borrower Parent Guarantor or the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to section 430(k) of the Code or to any such penalty or excise tax provisions under the Code or to Federal law or section 412 4068 of ERISA or by the Codegranting of a security interest in connection with the amendment of a Plan, other than, in any case, than such liabilities or Liens as could would not reasonably be expected to result, individually or in the aggregate, in the occurrence of a Material Adverse Effectaggregate Material.

Compliance with ERISA; Non-U.S. Plans. (a) The Borrower Each Obligor and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as that have not resulted in and could would not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower No Obligor nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section 3 of ERISA)) that has not been satisfied, and no event, transaction or condition has occurred or exists that could would reasonably be expected to result in the incurrence of any such liability by the Borrower any Obligor or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Borrower any Obligor or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section Section 401(a)(29) or 412 of the Code, other than, in any case, than such liabilities or Liens as could that, individually or in the aggregate would not reasonably be expected to result, individually or in the aggregate, in the occurrence of have a Material Adverse Effect.

Compliance with ERISA; Non-U.S. Plans. (a) The Borrower To the extent applicable, the Company, the Trust and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws Laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither None of the Borrower nor Company, the Trust or any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Borrower Company, the Trust or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Borrower Company, the Trust or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401 (a)(29) or 412 of the Code, other than, in any case, than such liabilities or Liens as could would not reasonably be expected to result, individually or in the aggregate, in the occurrence of a Material Adverse Effectaggregate Material.

Compliance with ERISA; Non-U.S. Plans. (a) The Borrower Obligors and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither of the Borrower Obligors nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Borrower either Obligor or any ERISA Affiliate, or in the imposition of any Lien Security on any of the rights, properties or assets of the Borrower either Obligor or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code, other than, in any case, than such liabilities or Liens Security as could would not reasonably be expected to result, individually or in the aggregate, in the occurrence of a Material Adverse Effect.aggregate Material. Back to Contents

Compliance with ERISA; Non-U.S. Plans. (ai) The Borrower To the extent applicable, the Company, the Trust and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws Laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither None of the Borrower nor Company, the Trust or any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Borrower Company, the Trust or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Borrower Company, the Trust or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code, other than, in any case, than such liabilities or Liens as could would not reasonably be expected to result, individually or in the aggregate, in the occurrence of a Material Adverse Effectaggregate Material.

Compliance with ERISA; Non-U.S. Plans. (a) The Borrower Obligors and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither Except as set forth on Schedule 5.12, neither of the Borrower Obligors nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Borrower either Obligor or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Borrower either Obligor or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code, other than, in any case, than such liabilities or Liens as could would not reasonably be expected to result, individually or in the aggregate, in the occurrence of a Material Adverse Effectaggregate Material.

Compliance with ERISA; Non-U.S. Plans. (a) The Borrower Obligors and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither of the Borrower Obligors nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Borrower either Obligor or any ERISA Affiliate, or in the imposition of any Lien Security on any of the rights, properties or assets of the Borrower either Obligor or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code, other than, in any case, than such liabilities or Liens Security as could would not reasonably be expected to result, individually or in the aggregate, in the occurrence of a Material Adverse Effectaggregate Material.

Compliance with ERISA; Non-U.S. Plans. (a) The Borrower To the extent applicable, the Company, the Trust and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws Laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither None of the Borrower nor Company, the Trust or any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Borrower Company, the Trust or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Borrower Company, the Trust or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code, other than, in any case, than such liabilities or Liens as could would not reasonably be expected to result, individually or in the aggregate, in the occurrence of a Material Adverse Effectaggregate Material.