Common use of Compliance with Terms and Law Clause in Contracts

Compliance with Terms and Law. Each Employee Benefit Plan is and has heretofore been established, maintained and operated in material compliance with the terms of such Employee Benefit Plan and with the requirements prescribed (whether as a matter of substantive law or as necessary to secure favorable tax treatment) by any and all applicable statutes, Legal Requirements, governmental or court orders, or governmental rules or regulations in effect from time to time, including ERISA and the Code, that are or were applicable to such Employee Benefit Plan. All contributions or premium payments with respect to each Employee Benefit Plan which are due on or before the Effective Date have been made within the time periods prescribed by the terms of each Employee Benefit Plan, ERISA and the Code. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has been determined to be so qualified by the United States Internal Revenue Service (“IRS”) (or may rely [*] = Confidential Treatment Requested. Certain confidential information contained in this document, marked by brackets, has been redacted and separately filed with the Securities and Exchange Commission. on an opinion letter issued by the IRS with respect to a prototype plan adopted in accordance with the requirements for such reliance) and, to the Knowledge of the Company, nothing has occurred as to each which has resulted or is likely to result in the revocation or denial of such qualification or which requires or could require action under the compliance resolution programs of the IRS to preserve such qualification.

Appears in 1 contract

Samples: Stock Purchase Agreement (Invitae Corp)

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Compliance with Terms and Law. Each Employee Benefit Plan is and has heretofore been established, maintained and operated in material compliance with the terms of such Employee Benefit Plan and in material compliance with the requirements prescribed (whether as a matter of substantive law or as necessary to secure favorable tax treatment) by any and all applicable statutes, Legal Requirements, governmental or court orders, or governmental rules or regulations in effect from time to time, including ERISA and the Code, that are or were and applicable to such Employee Benefit Plan. All contributions or premium payments with respect to each Employee Benefit Plan which are due on or before the Effective Date have been made within the time periods prescribed by the terms of each Employee Benefit Plan, ERISA and the Code. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code and each trust or other entity intended to qualify as a “voluntary employee benefit association” within the meaning of Section 501(c)(9) of the Code and associated with any Employee Benefit Plan is expressly identified as such in Section 4.20(c) of the Company Disclosure Schedule and has been determined to be so qualified by the United States Internal Revenue Service (“IRS”) (or , may rely [*] = Confidential Treatment Requested. Certain confidential information contained in this document, marked by brackets, has been redacted and separately filed with the Securities and Exchange Commission. on an opinion letter issued by the IRS with respect to a standardized prototype plan adopted in accordance with the requirements for such reliance) , or has time remaining for application to the IRS for a determination of the qualified status of such Employee Benefit Plan and, to the Knowledge knowledge of the Company, nothing has occurred as to each which has resulted or is likely to result in the revocation or denial of such qualification determination or which requires which, to the knowledge of the Company, would not reasonably be expected to be resolved without such revocation or could require action denial under the compliance resolution programs of the IRS to preserve such qualification.

Appears in 1 contract

Samples: Securities Purchase Agreement (REVA Medical, Inc.)

Compliance with Terms and Law. Each Employee Benefit Plan is and has heretofore been established, maintained and operated in material compliance with the terms of such Employee Benefit Plan and in material compliance with the requirements prescribed (whether as a matter of substantive law Law or as necessary to secure favorable tax Tax treatment) by any and all applicable statutes, Legal Requirements, governmental or court orders, or governmental rules or regulations and other Laws (including, for the avoidance of doubt, applicable Laws of any foreign jurisdictions where employees are employed) in effect from time to time, including ERISA and the Code, that are or were and applicable to such Employee Benefit Plan. All contributions or premium payments with respect to each Employee Benefit Plan which are due on or before the Effective Date have been made within the time periods prescribed by the terms of each Employee Benefit Plan, ERISA and the Code. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code and each trust or other entity intended to qualify as a “voluntary employee benefit association” within the meaning of Section 501(c)(9) of the Code and associated with any Employee Benefit Plan is expressly identified as such in Section 3.20(c) of the Company Disclosure Schedule and has been determined to be so qualified by the United States Internal Revenue Service (“IRS”) (or , may rely [*] = Confidential Treatment Requested. Certain confidential information contained in this document, marked by brackets, has been redacted and separately filed with the Securities and Exchange Commission. on an opinion letter issued by the IRS with respect to a standardized prototype plan adopted in accordance with the requirements for such reliance) , or has time remaining for application to the IRS for a determination of the qualified status of such Employee Benefit Plan and, to the Knowledge of the Company, nothing has occurred as to each which has resulted or is likely to result in the revocation or denial of such qualification determination or which requires which, to the Knowledge of the Company, would not reasonably be expected to be resolved without such revocation or could require action denial under the compliance resolution programs of the IRS to preserve such qualification.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Teradyne, Inc)

Compliance with Terms and Law. Each Employee Benefit Plan is and has heretofore been established, maintained and operated in material compliance with the terms of such Employee Benefit Plan and in material compliance with the requirements prescribed (whether as a matter of substantive law or as necessary to secure favorable tax treatment) by any and all applicable statutes, Legal Requirements, governmental or court orders, or governmental rules or regulations in effect from time to time, including ERISA and the Code, that are or were and applicable to such Employee Benefit Plan. All contributions or premium payments with respect to each Employee Benefit Plan which are due on or before the Effective Date have been made within the time periods prescribed by the terms of each Employee Benefit Plan, ERISA and the Code. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code and each trust or other entity intended to qualify as a “voluntary employee benefit association” within the meaning of Section 501(c)(9) of the Code and associated with any Employee Benefit Plan is expressly identified as such in Section 3.20(c) of the Company Disclosure Schedule and has been determined to be so qualified by the United States Internal Revenue Service IRS (“IRS”or, in the case of a 401(a) (plan based upon a master and prototype or may volume submitter form, the sponsor of such form has received a current advisory opinion as to the form upon which the Company is entitled to rely [*] = Confidential Treatment Requested. Certain confidential information contained in this document, marked by brackets, has been redacted and separately filed with the Securities and Exchange Commission. on an opinion letter issued by the under applicable IRS with respect to a prototype plan adopted in accordance with the requirements for such relianceprocedures) and, to the Knowledge knowledge of the Company, nothing has occurred as to each which has resulted or is likely to result in the revocation or denial of such qualification determination or which requires or could require action under the compliance resolution programs of the IRS to preserve such qualification.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cytyc Corp)

Compliance with Terms and Law. Each Employee Benefit Plan is and has heretofore been established, maintained and operated in material compliance with the terms of such Employee Benefit Plan and in material compliance with the requirements prescribed (whether as a matter of substantive law or as necessary to secure favorable tax treatment) by any and all applicable statutes, Legal Requirements, governmental or court orders, or governmental rules or regulations in effect from time to time, including ERISA and the Code, that are or were and applicable to such Employee Benefit Plan. All contributions or premium payments with respect to each Employee Benefit Plan which are due on or before the Effective Date have been made within the time periods prescribed by the terms of each Employee Benefit Plan, ERISA and the Code. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code and each trust or other entity intended to qualify as a “voluntary employee benefit association” within the meaning of Section 501(c)(9) of the Code and associated with any Employee Benefit Plan is expressly identified as such in Section 3.20(c) of the Company Disclosure Schedule and has been determined to be so qualified by the United States Internal Revenue Service (“IRS”) (or , may rely [*] = Confidential Treatment Requested. Certain confidential information contained in this document, marked by brackets, has been redacted and separately filed with the Securities and Exchange Commission. on an opinion letter issued by the IRS with respect to a standardized prototype plan adopted in accordance with the requirements for such reliance) , or has time remaining for application to the IRS for a determination of the qualified status of such Employee Benefit Plan and, to the Knowledge knowledge of the Company, nothing has occurred as to each which has resulted or is likely to result in the revocation or denial of such qualification determination or which requires which, to the knowledge of the Company, would not reasonably be expected to be resolved without such revocation or could require action denial under the compliance resolution programs of the IRS to preserve such qualification.

Appears in 1 contract

Samples: Agreement and Plan of Merger (REVA Medical, Inc.)

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Compliance with Terms and Law. Each Employee Benefit Plan is is, and has heretofore been establishedbeen, maintained and operated in material compliance with the terms of such Employee Benefit Plan and in material compliance with the requirements prescribed (whether as a matter of substantive law or as necessary to secure favorable tax treatment) by any and all applicable statutes, Legal Requirements, governmental or court orders, orders or governmental rules or regulations in effect from time to time, including ERISA and the Code, that are or were and applicable to such Employee Benefit Plan. All contributions or premium payments with respect to each Employee Benefit Plan which are due on or before the Effective Date have been made within the time periods prescribed by the terms of each Employee Benefit Plan, ERISA and the Code. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code and each trust or other entity intended to qualify as a “voluntary employee benefit association” within the meaning of Section 501(c)(9) of the Code and associated with any Employee Benefit Plan is expressly identified as such in Section 3.19(c) of the Company Disclosure Schedule and has been determined to be so qualified by the United States Internal Revenue Service (“IRS”) (or , may rely [*] = Confidential Treatment Requested. Certain confidential information contained in this document, marked by brackets, has been redacted and separately filed with the Securities and Exchange Commission. on an opinion letter issued by the IRS with respect to a standardized prototype plan adopted in accordance with the requirements for such reliance) , or has time remaining for application to the IRS for a determination of the qualified status of such Employee Benefit Plan, and, to the Knowledge knowledge of the Company, nothing has occurred as to each which has resulted resulted, or is likely to result in in, the revocation or denial of such qualification determination or which requires which, to the knowledge of the Company, would not reasonably be expected to be resolved without such revocation or could require action denial under the compliance resolution programs of the IRS to preserve such qualification.

Appears in 1 contract

Samples: Agreement and Plan of Merger (OccuLogix, Inc.)

Compliance with Terms and Law. Each Employee Benefit Plan is and has heretofore been established, maintained and operated in material compliance with the terms of such Employee Benefit Plan and in material compliance with the requirements prescribed (whether as a matter of substantive law or as necessary to secure favorable tax treatment) by any and all applicable statutes, Legal Requirements, governmental or court orders, or governmental rules or regulations in effect from time to time, including ERISA and the Code, that are or were and applicable to such Employee Benefit Plan. All contributions or premium payments with respect to each Employee Benefit Plan which are due on or before the Effective Date have been made within the time periods prescribed by the terms of each Employee Benefit Plan, ERISA and the Code. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code and each trust or other entity intended to qualify as a “voluntary employee benefit association” within the meaning of Section 501(c)(9) of the Code and associated with any Employee Benefit Plan is expressly identified as such in Section 3.20(c) of the Company Disclosure Schedule and has been determined to be so qualified by the United States Internal Revenue Service (“IRS”) (or , may rely [*] = Confidential Treatment Requested. Certain confidential information contained in this document, marked by brackets, has been redacted and separately filed with the Securities and Exchange Commission. on an opinion letter issued by the IRS with respect to a standardized prototype plan adopted in accordance with the requirements for such reliance) , or has time remaining for application to the IRS for a determination of the qualified status of such Employee Benefit Plan and, to the Knowledge of the Company, nothing has occurred as to each which has resulted or is likely to result in the revocation or denial of such qualification determination or which requires which, to the Knowledge of the Company, would not reasonably be expected to be resolved without such revocation or could require action denial under the compliance resolution programs of the IRS to preserve such qualification.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Cytyc Corp)

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