Controlled Group Liability. Neither the Company, nor any entity that would be aggregated with it under Code Section 414(b), (c), (m) or (o): (i) has ever terminated or withdrawn from an employee benefit plan under circumstances resulting (or expected to result) in liability to the Pension Benefit Guaranty Corporation ("PBGC"), the fund by which the employee benefit plan is funded, or any employee or beneficiary for whose benefit the plan is or was maintained (other than routine claims for benefits); (ii) has any assets subject to (or expected to be subject to) a lien for unpaid contributions to any employee benefit plan; (iii) has failed to pay premiums to the PBGC when due; (iv) is subject to (or expected to be subject to) an excise tax under Code Section 4971; (v) has engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c) of ERISA; or (vi) has violated Code Section 4980B or Section 601 through 608 of ERISA.
Controlled Group Liability. None of the Companies has any liability, contingent or otherwise, to, or, with respect to, any Benefit Plan (other than the Company Benefit Plans and written Employee Agreements which are listed on Schedule 3.15(a)), which is now or previously has been sponsored, maintained, contributed to, or required to be contributed to, by any of the Companies or any ERISA Affiliate.
Controlled Group Liability. 46 -v- 7
Controlled Group Liability. The Companies are not and will not be subject to any liability on account of Seller and the Companies having been affiliated, prior to the Closing Date, directly or indirectly, with any other entity or person under Code Section 414, ERISA Section 4001 or any similar foreign law.
Controlled Group Liability. Neither the Company, nor any entity that would be aggregated with them under Code Section 414(b), (c), (m) or (o): (1) has ever terminated or withdrawn from an employee benefit plan under circumstances resulting (or expected to result) in liability to the Pension Benefit Guaranty Corporation ("PBGC"), the fund by which the employee benefit plan is funded, or any employee or beneficiary for whose benefit the plan is or was maintained (other than routine claims for benefits); (2) has any assets subject to (or expected to be subject to) a lien for unpaid contributions to any employee benefit plan; (3) has failed to pay premiums to the PBGC when due; (4) is subject to (or expected to be subject to) an excise tax under Code Section 4971; (5) has engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c) of ERISA; or (6) has violated Code Section 4980B or Section 601 through 608 of ERISA.
Controlled Group Liability. Neither the Company, nor any entity that would be aggregated with it under Code Section 414(b), (c), (m) or (o): (i) has ever terminated or withdrawn from an employee benefit plan under circumstances resulting (or expected to result) in liability to the Pension Benefit Guaranty Corporation ("PBGC"), the fund by which the employee benefit plan is funded, or any employee or beneficiary for whose benefit the plan is or was maintained (other than routine claims for benefits); (ii) has any assets subject to (or expected to be subject to) a lien for unpaid contributions to any employee benefit plan; (iii) has failed to pay premiums to the PBGC when due; (iv) is subject to (or expected to be subject to) an excise tax under Code Section 4971; or (v) has engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c) of ERISA.
Controlled Group Liability. Except as would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect: (i) there does not now exist any Controlled Group Liability that would be a liability following the Closing of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates and (ii) without limiting the generality of the foregoing, none of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates has engaged in any transaction described in Section 4069, Section 4204 or Section 4212 of ERISA. For the purposes of this Agreement, “Controlled Group Liability” means any and all liabilities (i) under Title IV of ERISA, (ii) under Section 302 of ERISA, and (iii) under Sections 412, 430 and 4971 of the Code.
Controlled Group Liability. Neither Solair nor any entity that would be aggregated with it under Code Section 414(b), (c), (m) or (o), (i), during the ten (10) year period ending on the Closing Date, has ever terminated or withdrawn from any employee benefit plan under circumstances resulting (or expected to result) in liability to the Pension Benefit Guaranty Corporation ("PBGC"), the fund by which the employee benefit plan is funded, or any employee or beneficiary for whose benefit the plan is or was maintained (other than routine claims for benefits); (ii) has any assets subject to (or expected to be subject to) a lien for unpaid contributions to any employee benefit plan; (iii) has failed to pay premiums to the PBGC when due; (iv) is subject to (or, to the knowledge of Solair or the Shareholder, will be subject to) an excise tax under Code Section 4971; (v) has engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c) of ERISA; or (vi) has violated Code Section 4980B or Section 601 through 608 of ERISA.
Controlled Group Liability. 50 Section 6.9 Reservation of Rights..........................................50
Controlled Group Liability. Diageo shall indemnify and hold General Mills and the Business Entities harmless from any and all Controlled Xxxxx Liability (the occurrence of which is unrelated to the Business Entities).
