ERISA; Employee Benefit Plans. (a) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events which have occurred or are reasonably expected to occur, could reasonably be expected to result in liability having a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan did not, as of the date of the most recent actuarial valuation report required to be prepared under the Code and ERISA reflecting such amounts, exceed by more than $60,000,000 (calculated on an actuarial valuation basis) the fair market value of the assets of all such underfunded Plans.
ERISA; Employee Benefit Plans. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Company under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, (ii) the Company or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount or (iii) the Company or any Subsidiary fails to pay, fund, contribute to, or otherwise fails to maintain (including, but not limited to, by termination thereof or withdrawal therefrom), or ceases any obligation in connection with, any Foreign Plan or Foreign Government Scheme or Arrangement, to the extent such failure results or would be expected to result in payment from, demand to or lien on the assets of, one or more Loan Parties in an aggregate amount in excess of the Threshold Amount; or
ERISA; Employee Benefit Plans. (a) Each Plan has been administered in compliance with the applicable provisions of ERISA and the Code (and the regulations and published interpretations thereunder) except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. There exists no Unfunded Pension Liability with respect to any Plan that would reasonably be expected to result in a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other ERISA Events which have occurred or for which liability is reasonably expected to result, could reasonably be expected to result in a Material Adverse Effect.
ERISA; Employee Benefit Plans. Except as disclosed on Schedule 5.23 attached hereto, none of the Anderson Parties nor any Person xxxxx, in conjunction with any of the Anderson Parties, is treated as x xxxxxe employer under Section 414 of the Code (referred to as an "ERISA Affiliate") has any officer or employee bonus, incentive compensation, profit-sharing, pension, stock ownership, medical expense reimbursement plan, group insurance or employee welfare or benefit plan of any nature whatsoever (an "Employee Benefit Plan"), including, without limitation, any "employee benefit plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or any "multiemployer plan" within the meaning of ERISA. To the extent, if any, that there has heretofore been any such Employee Benefit Plan in effect, such plan has been terminated, required notice, if any, has been given to the Pension Benefit Guaranty Corporation and received from such Anderson Party or ERISA Affiliate xxx xxx liabilities, if any, of any Anderson Party with respect therexx xxxx been fully and finally discharged and released in writing. No Anderson Party or any ERISA Affxxxxxx has any obligation, liability or commitment to any Person with respect to any Employee Benefit Plan that will be the obligation of, or will affect the property or assets of HIP or Highwoods.
ERISA; Employee Benefit Plans. 23 5.24 Absence of Certain Changes............................................................... 24 5.25 Tradename..................................................................................24 5.26 Operation of Business..................................................................... 25 5.27 Effect of Transactions on Title........................................................... 25
ERISA; Employee Benefit Plans. (a) Schedule 4.12 and the Company Reports contain a true and complete list of each material “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and each other material employment, stock option, stock purchase, restricted stock or other equity-based, incentive, severance, termination, retention, change of control or other material benefit plans, programs, agreements, contracts, policies or arrangements contributed to, sponsored or maintained by the Company or any of its Subsidiaries (or which the Company or any of its Subsidiaries is obligated to contribute to, sponsor or maintain) as of the date hereof for the benefit of any future, current, former or retired employee, officer, consultant, independent contractor or director of the Company or any of its Subsidiaries (collectively, the “Company Employees”) or to which the Company or any of its Subsidiaries is a party or with respect to which the Company or any of its Subsidiaries has or would reasonably be expected to have any liability (such plans, programs, policies, agreements and arrangements, including the Company Stock Plans, and including material bonus, vacation, deferred compensation, profit sharing, savings, retirement, retiree medical or life insurance, supplemental retirement, severance and fringe benefit plans contributed to, sponsored or maintained by the Company or any of its Subsidiaries (or which the Company or any of its Subsidiaries is obligated to contribute to, sponsor or maintain) as of the date hereof for the benefit of any Company Employee, collectively, “Company Plans”).
ERISA; Employee Benefit Plans. (a) Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: during the five-year period prior to the date on which this representation is made or deemed made, (i) neither a Reportable Event nor a non-exempt Prohibited Transaction has occurred with respect to any Plan; (ii) each Plan has complied in all respects with the applicable provisions of ERISA and the Code; (iii) no Plan has failed to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived; (iv) there has been no failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan; (v) no termination of a Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, and (vi) there has been no determination that any Plan is, or is expected to be, in “at risk” status within the meaning of Section 430 of the Code or Section 303 of ERISA. The present value of all accrued benefits under each Plan did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits (determined in both cases using the assumptions applicable thereto promulgated under Section 430 of the Code) in an amount that, in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except as in the aggregate could not reasonably be expected to have a Material Adverse Effect, neither the Parent Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a liability under ERISA, and neither the Parent Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Parent Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Parent Borrower nor any Commonly Controlled Entity has received a determination that a Multiemployer Plan is, or is expected to be, Insolvent or in “endangered” or “critical” status, within the meaning of Section 432 of the Code or Section 305 or Title IV of ERISA.
ERISA; Employee Benefit Plans. (a) Schedule 5.17(a) lists each employment, bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance or termination pay, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension, or retirement plan, program, agreement or arrangement, and each other employee benefit plan, program, agreement or arrangement currently maintained or contributed to or required to be contributed to by the Company or any trade or business, whether or not incorporated, that together with the Company would be deemed a “single employer” within the meaning of Section 4001(b) of ERISA or Section 414 of the Code (an “ERISA Affiliate”) for the benefit of any employee or former employee of the West Virginia Gas Distribution Business (collectively, the “Benefit Plans”).
ERISA; Employee Benefit Plans. (a) As used in this Section 3.25, the term "Plan" means any bonus, deferred compensation, pension, profit-sharing, retirement, stock purchase, stock option, phantom stock, medical or any other benefit plan, arrangement or practice, whether written or unwritten including but not limited to any such plan, arrangement or practice which constitutes an "employee welfare benefit plan" within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended and the regulations thereunder ("ERISA") or an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA, covering any employee of WP Sub. Section 3.25 of the Disclosure Schedule sets forth a complete list of all Plans maintained by WP Sub. WP Sub has no legally binding commitment, whether formal or informal, to create any additional such plan or arrangement.
ERISA; Employee Benefit Plans. At the Closing, Xxxxxx has delivered to SFBC and Sub a list of all of the plans, funds, policies, programs, arrangements or understandings sponsored or maintained by Xxxxxx, pursuant to which any employee of Xxxxxx (or any dependent or beneficiary of any such employee) might be or become entitled to (i) retirement or profit-sharing or stock bonus benefits; (ii) severance or separation from service benefits; (iii) incentive, performance, stock, share appreciation or bonus awards; (iv) health care benefits; (v) disability income or wage continuation benefits; (vi) supplemental unemployment benefits; (vii) life insurance, death or survivor’s benefits; (viii) accrued sick pay or vacation pay; (ix) any type of benefit offered under any arrangement subject to characterization as an “employee welfare benefit plan” within the meaning of Section 3(3) of ERISA; or (x) benefits of any other type offered through any arrangement that could be characterized as providing for additional compensation or fringe benefits and to which Xxxxxx is a Party or by which Xxxxxx is bound (collectively referred to as the “Employee Benefit Plans”). All of the Employee Benefit Plans are in full force and effect and neither Xxxxxx nor to Xxxxxx’x Knowledge any other Party is in default under them. Xxxxxx has not received any written notice of noncompliance, and to Xxxxxx’x Knowledge, Xxxxxx is in compliance in all material respects with all terms of the Employee Benefit Plans and with ERISA, and all other applicable laws as they affect Xxxxxx and its employees. Xxxxxx has not received written notice of, and to Xxxxxx’x Knowledge there are no, claims or defaults, nor to Xxxxxx’x Knowledge, are there any facts or conditions which if continued, or on notice, will result in a default under any of the Employee Benefit Plans. Except as set forth in the above referenced list, Xxxxxx does not currently sponsor or maintain and has not at any time sponsored or maintained any qualified or non-qualified “employee pension benefit plan” as that term is defined in Section 3(2) of ERISA. Each of the pension plans set forth on the above referenced list (the “Pension Plans”) which is intended to be qualified under Sections 401(a) and 501(a) of the Internal Revenue Code has been determined by the Internal Revenue Service to be “qualified” within the meaning of Sections 401(a) and 501(a) of the Internal Revenue Code. Except as set forth in the above referenced list, Xxxxxx does not currently contribute to a...
