Common use of ERISA Notices and Requests Clause in Contracts

ERISA Notices and Requests. Furnish Agent with written notice promptly and in any event within fifteen (15) days after any Borrower or any member of the Controlled Group thereof knows or has reason to know, of the following described events which individually or in the aggregate are reasonably likely to have a Material Adverse Effect: (i) (A) any Termination Event with respect to any Pension Benefit Plan or Canadian Pension Plan (if applicable) has occurred, or (B) an accumulated funding deficiency has been incurred or an application has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including installment payments) or an extension of any amortization period under Section 412 of the Code or the equivalent provision under any federal, state, provincial, local or foreign counterparts or equivalents thereof (other than any Canadian Employee Benefit Laws) with respect to a Pension Benefit Plan, a statement of an officer of Borrowing Agent setting forth the details of such occurrence and the action, if any, which Borrowers or such member of the Controlled Group proposes to take with respect thereto, (ii) receipt thereof by any Borrower or any member of the Controlled Group thereof from the PBGC, copies of each notice received by any Borrower or any member of the Controlled Group thereof of the PBGC’s intention to terminate any Pension Benefit Plan or to have a trustee appointed to administer any Pension Benefit Plan, (iii) if requested by Agent, copies of each Schedule B (Actuarial Information) or the federal, state, provincial, local or foreign equivalent thereof to the annual report (Form 5500 Series) or the federal, state, local or foreign equivalent thereof with respect to each Canadian Pension Plan, Pension Benefit Plan and Multiemployer Plan, (iv) any required installment within the meaning of Section 412 of the Code or the equivalent provision under any federal, state, provincial, local or foreign counterparts or equivalents thereof has not been made when due with respect to a Pension Benefit Plan or Canadian Pension Plan, (v) receipt thereof by any Borrower or any member of the Controlled Group thereof from a sponsor of a Multiemployer Plan or from the PBGC, a copy of each notice received by any Borrower or any member of the Controlled Group thereof concerning the imposition or amount of withdrawal liability under Section 4202 of ERISA or the equivalent provision under any federal, state, provincial, local or foreign counterparts or equivalents thereof (other than any other than any Canadian Employee Benefit Laws) or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of ERISA or the equivalent provision under any federal, state, provincial, local or foreign counterparts or equivalents thereof (other than any other than any Canadian Employee Benefit Laws), and (vi) copies of each notice of a plant closing or mass layoff (as defined in WARN) to employees sent by any Borrower or any member of the Controlled Group thereof. Borrowing Agent shall furnish Agent written notice if any Borrower is ever required to contribute to a Canadian Union Plan.

ERISA Notices and Requests. Furnish Agent with prompt written notice promptly and in any the event within fifteen that (15i) days after any Borrower or any member of the Controlled Group thereof knows or has reason to know, of the following described events which individually or in the aggregate are reasonably likely to have know that a Material Adverse Effect: (i) (A) any Termination Event with respect to any Pension Benefit Plan or Canadian Pension Plan (if applicable) Event has occurred, together with a written statement describing such Termination Event or (B) an accumulated funding deficiency has been incurred or an application has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including installment payments) or an extension of any amortization period under Section 412 of the Code or the equivalent provision under any federal, state, provincial, local or foreign counterparts or equivalents thereof (other than any Canadian Employee Benefit Laws) with respect to a Pension Benefit Plan, a statement of an officer of Borrowing Agent setting forth the details of such occurrence Event and the action, if any, which Borrowers such Borrower or such any member of the Controlled Group has taken, is taking, or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, Canada Revenue Agency, Department of Labor, PBGC, or other applicable governmental authority with respect thereto, (ii) receipt thereof by any Borrower or any member of the Controlled Group thereof from knows or has reason to know that a prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the PBGCCode) has occurred together with a written statement describing such transaction and the action which such Borrower or any member of the Controlled Group has taken, copies of each notice is taking or proposes to take with respect thereto, (iii) a funding waiver request has been filed with respect to any Plan together with all communications received by any Borrower or any member of the Controlled Group thereof of the PBGC’s intention to terminate any Pension Benefit Plan or to have a trustee appointed to administer any Pension Benefit Plan, (iii) if requested by Agent, copies of each Schedule B (Actuarial Information) or the federal, state, provincial, local or foreign equivalent thereof to the annual report (Form 5500 Series) or the federal, state, local or foreign equivalent thereof with respect to each Canadian Pension Plan, Pension Benefit Plan and Multiemployer Plansuch request, (iv) any required installment within material increase in the meaning benefits of Section 412 of the Code or the equivalent provision under any federalexisting Plan, stateCanadian Benefit Plan, provincial, local or foreign counterparts or equivalents thereof has not been made when due with respect to a Canadian Pension Benefit Plan or Canadian Pension Union Plan or the establishment of any new Plan, (v) receipt thereof by Canadian Benefit Plan, Canadian Pension Plan or Canadian Union Plan or the commencement of contributions to any Plan, Canadian Benefit Plan, Canadian Pension Plan or Canadian Union Plan to which any Borrower or any member of the Controlled Group thereof from a sponsor of a Multiemployer Plan or from the PBGCwas not previously contributing shall occur, a copy of each notice received by (v) any Borrower or any member of the Controlled Group thereof concerning shall receive from the imposition PBGC or amount other applicable Governmental Body a notice of withdrawal liability under Section 4202 intention to terminate or wind-up a Plan or a Canadian Pension Plan or to have a trustee or replacement administrator appointed to administer a Plan or a Canadian Pension Plan, together with copies of ERISA or the equivalent provision under any federaleach such notice, state, provincial, local or foreign counterparts or equivalents thereof (other than any other than any Canadian Employee Benefit Laws) or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of ERISA or the equivalent provision under any federal, state, provincial, local or foreign counterparts or equivalents thereof (other than any other than any Canadian Employee Benefit Laws), and (vi) copies of each notice of a plant closing or mass layoff (as defined in WARN) to employees sent by any Borrower or any member of the Controlled Group thereof. Borrowing Agent shall furnish Agent written notice if receive any favorable or unfavorable determination letter from the Internal Revenue Service regarding the qualification of a Plan under Section 401(a) of the Code, together with copies of each such letter; (vii) any Borrower is ever shall receive notice (or a notice of intent to issue such a notice) from Canada Revenue Agency regarding the revocation of registered status of a Canadian Pension Plan under the Income Tax Act (Canada); (viii) any Borrower or any member of the Controlled Group shall receive a notice regarding the imposition of withdrawal liability, together with copies of each such notice; (ix) any Borrower or any member of the Controlled Group shall fail to make a required installment or any other required payment under the Code or ERISA on or before the due date for such installment or payment; (x) any Borrower shall fail to contribute make or remit any required contributions or payments in respect of a Canadian Pension Plan on or before the due date for such contribution or payment, (xi) any Borrower or any member of the Controlled Group knows that (a) a Multiemployer Plan or Canadian Union Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan or Canadian Union Plan intends to terminate a Multiemployer Plan or Canadian Union Plan, (c) the PBGC or other applicable governmental authority has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan or Canadian Union Plan or a Multiemployer Plan under Section 4042 of ERISA or (d) a Multiemployer Plan is subject to Section 432 of the Code or Section 305 of ERISA.

ERISA Notices and Requests. Furnish Agent with immediate written notice promptly and in the event that (i) any event within fifteen (15) days after any Borrower Loan Party or Subsidiary thereof or any member of the Controlled Group thereof knows or has reason to know, of the following described events which individually know that a Termination Event or in the aggregate are reasonably likely to have a Material Adverse Effect: Canadian Pension Event has occurred (i) (A) excluding any Termination Event or a Canadian Pension Event that results from an administrative error that is corrected in a timely manner upon discovery and would not reasonably be expected to result in a Loan Party or any Subsidiary thereof incurring any material liability), together with respect to any Pension Benefit Plan a written statement describing such Termination Event or Canadian Pension Plan (if applicable) has occurred, or (B) an accumulated funding deficiency has been incurred or an application has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including installment payments) or an extension of any amortization period under Section 412 of the Code or the equivalent provision under any federal, state, provincial, local or foreign counterparts or equivalents thereof (other than any Canadian Employee Benefit Laws) with respect to a Pension Benefit Plan, a statement of an officer of Borrowing Agent setting forth the details of such occurrence Event and the action, if any, which Borrowers such Loan Party or such Subsidiary thereof or any member of the Controlled Group has taken, is taking, or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, Department of Labor or PBGC, or comparable Governmental Body under Canadian federal or provincial jurisdiction as applicable (“Canadian Pension Regulator”), with respect thereto, (ii) except for actions or omissions correctable under EPCRS or VFCP and which would not reasonably be expected to result in a Material Adverse Change, any Loan Party or any member of the Controlled Group knows or has reason to know that a prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code) has occurred together with a written statement describing such transaction and the action which such Loan Party or Subsidiary thereof or any member of the Controlled Group has taken, is taking or proposes to take with respect thereto, (iiiii) receipt thereof a funding waiver request has been filed with respect to any Plan or Pension Benefit Plan together with all communications received by any Borrower Loan Party or Subsidiary thereof or any member of the Controlled Group with respect to such request, (iv) the establishment of any new Plan or Canadian Defined Benefit Pension Plan, or the commencement of contributions to any Plan or Canadian Defined Benefit Pension Plan to which any Loan Party or Subsidiary thereof from the PBGC, copies of each notice received by any Borrower or any member of the Controlled Group was not previously contributing shall occur, (v) any Loan Party or any Subsidiary thereof or any member of the PBGC’s Controlled Group shall receive from the PBGC or Canadian Pension Regulator, as applicable, a notice of intention to terminate any a Plan or Canadian Pension Benefit Plan or to have a trustee appointed to administer any Pension Benefit Plan, (iii) if requested by Agent, copies of each Schedule B (Actuarial Information) or the federal, state, provincial, local or foreign equivalent thereof to the annual report (Form 5500 Series) or the federal, state, local or foreign equivalent thereof with respect to each Canadian Pension Plan, Pension Benefit Plan and Multiemployer Plan, (iv) any required installment within the meaning of Section 412 of the Code or the equivalent provision under any federal, state, provincial, local or foreign counterparts or equivalents thereof has not been made when due with respect to a Pension Benefit Plan or Canadian Pension Plan, together with copies of each such notice, (vvi) receipt thereof by any Borrower Loan Party or any member of the Controlled Group thereof from a sponsor of a Multiemployer Plan shall receive an unfavorable determination letter or any other notice from the PBGCInternal Revenue Service revoking the qualified status of any Plan that is intended to be qualified under Section 401(a) of the Code, a copy together with copies of each notice received by such letter or notice; (vii) any Borrower Loan Party or Subsidiary thereof or any member of the Controlled Group thereof concerning shall receive a notice regarding the imposition or amount of withdrawal liability under Section 4202 of ERISA with respect to a Plan or the equivalent provision under any federala Canadian Multi-Employer Pension Plan, state, provincial, local or foreign counterparts or equivalents thereof (other than any other than any Canadian Employee Benefit Laws) or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of ERISA or the equivalent provision under any federal, state, provincial, local or foreign counterparts or equivalents thereof (other than any other than any Canadian Employee Benefit Laws), and (vi) together with copies of each notice of a plant closing such notice; (viii) any Loan Party or mass layoff (as defined in WARN) to employees sent by any Borrower Subsidiary thereof or any member of the Controlled Group thereofshall fail to make a required installment or any other required payment under the Code or ERISA, or any equivalent Applicable Law in Canada, as applicable, to any Plan or Canadian Pension Plan on or before the due date for such installment or payment unless resulting from an error that is promptly corrected upon discovery and would not reasonably be expected to result in any Loan Party or Subsidiary thereof incurring any material liability; or (ix) any Loan Party or Subsidiary thereof or any member of the Controlled Group knows that (a) a Multiemployer Plan or Canadian Multi-Employer Pension Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan or Canadian Multi-Employer Pension Plan intends to terminate a Multiemployer Plan or a Canadian Multi-Employer Pension Plan, as applicable, (c) the PBGC or Canadian Pension Regulator, as applicable, has instituted or will institute proceedings under Section 4042 of ERISA, or equivalent Applicable Law in Canada, as applicable, to terminate a Multiemployer Plan or Canadian Multi-Employer Pension Plan or (d) a Multiemployer Plan is subject to Section 432 of the Code or Section 305 of ERISA, in each case where a Loan Party or Subsidiary thereto or any member of the Controlled Group could reasonably be expected to incur any material liability. Borrowing Agent shall With respect to each Canadian Defined Benefit Pension Plan, furnish Agent written notice if with (a) promptly after the preparation thereof, the most recent actuarial report (including applicable schedules thereto) filed with any Borrower is ever required applicable Governmental Body; (b) an update to contribute an actuarial valuation report referred to in paragraph (a), prepared as at the end of the month requested by the Agent, which provides a reasonable best estimate of the funded position of the Canadian Union PlanDefined Benefit Pension Plan on the valuation date, provided that any such request shall not be made by the Agent more than once per calendar year.

ERISA Notices and Requests. Furnish Agent Provide Agent, promptly upon a Responsible Officer obtaining knowledge thereof, with written notice promptly in the event that, (i) any Loan Party or any member of the Controlled Group knows or has reason to know that a Termination Event has occurred, together with a written statement describing such Termination Event and the action, if any, which such Loan Party or any member of the Controlled Group has taken, is taking, or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, Canada Revenue Agency, Department of Labor or PBGC with respect thereto, (ii) any Loan Party knows or has reason to know that a prohibited transaction (as defined in Section 406 of ERISA or 4975 of the Internal Revenue Code) has occurred together with a written statement describing such transaction and the action which such Loan Party has taken, is taking or proposes to take with respect thereto, (iii) a funding waiver request has been filed with respect to any event within fifteen Pension Benefit Plan together with all communications received by any Loan Party or any member of the Controlled Group with respect to such request, (15iv) days after any material increase in the benefits of any existing Plan, Multiemployer Plan or the establishment of any new Pension Benefit Plan or Multiemployer Plan or the commencement of contributions to any Pension Benefit Plan or Multiemployer Plan or Canadian Benefit Plan, Canadian Pension Plan or the commencement of contributions to any Pension Benefit Plan or Multiemployer Plan, Canadian Pension Plan or Canadian Union Plan to which any Loan Party or any member of the Controlled Group was not previously contributing shall occur, (v) any Borrower or any member of the Controlled Group thereof knows or has reason shall receive from the PBGC a notice of intention to know, of the following described events which individually or in the aggregate are reasonably likely to have terminate a Material Adverse Effect: (i) (A) any Termination Event with respect to any Pension Benefit Plan or Multiemployer Plan or Canadian Pension Plan (if applicable) has occurred, or (B) an accumulated funding deficiency has been incurred or an application has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including installment payments) or an extension of any amortization period under Section 412 of the Code or the equivalent provision under any federal, state, provincial, local or foreign counterparts or equivalents thereof (other than any Canadian Employee Benefit Laws) with respect to a Pension Benefit Plan, a statement of an officer of Borrowing Agent setting forth the details of such occurrence and the action, if any, which Borrowers or such member of the Controlled Group proposes to take with respect thereto, (ii) receipt thereof by any Borrower or any member of the Controlled Group thereof from the PBGC, copies of each notice received by any Borrower or any member of the Controlled Group thereof of the PBGC’s intention to terminate any Pension Benefit Plan Plans or to have a trustee appointed to administer any Pension Benefit Plan, (iii) if requested by Agent, copies of each Schedule B (Actuarial Information) or the federal, state, provincial, local or foreign equivalent thereof to the annual report (Form 5500 Series) or the federal, state, local or foreign equivalent thereof with respect to each Canadian Pension Plan, Pension Benefit Plan and Multiemployer Plan, (iv) any required installment within the meaning of Section 412 of the Code or the equivalent provision under any federal, state, provincial, local or foreign counterparts or equivalents thereof has not been made when due with respect to a Pension Benefit Plan or Canadian Pension Multiemployer Plan, together with copies of each such notice, (vvi) receipt thereof by any Borrower Loan Party or any member of the Controlled Group thereof shall receive any unfavorable determination letter from a sponsor the Internal Revenue Service regarding the qualification of a Multiemployer Plan or from under Section 401(a) of the PBGCInternal Revenue Code, a copy together with copies of each notice received by such letter; (vii) any Borrower Loan Party or any member of the Controlled Group thereof concerning shall receive a notice regarding the imposition or amount of withdrawal liability under Section 4202 of ERISA or the equivalent provision under any federalfrom a ​ Multiemployer Plan, state, provincial, local or foreign counterparts or equivalents thereof (other than any other than any Canadian Employee Benefit Laws) or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of ERISA or the equivalent provision under any federal, state, provincial, local or foreign counterparts or equivalents thereof (other than any other than any Canadian Employee Benefit Laws), and (vi) together with copies of each notice of a plant closing or mass layoff such notice; (as defined in WARNviii) to employees sent by any Borrower Loan Party or any member of the Controlled Group thereof. Borrowing Agent shall furnish Agent written fail to make a required installment or any other required payment to any Pension Benefit Plan or Multiemployer Plan under the Internal Revenue Code or ERISA on or before the due date for such installment or payment; (ix) any Loan Party or any member of the Controlled Group knows that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan or Canadian Union Plan intends to terminate a Multiemployer Plan, (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan or (d) a Multiemployer Plan is subject to Section 432 of the Internal Revenue Code or Section 305 of ERISA; (x) any Loan Party shall receive notice if any Borrower is ever required (or a notice of intent to contribute to issue such a notice) from Canada Revenue Agency regarding the revocation of registered status of a Canadian Union PlanPension Plan under the Income Tax Act (Canada); or (xi) except when the failure to do so could not reasonably be expected to have a Material Adverse Effect, any Loan Party shall fail to make or remit any required contributions or payments in respect of a Canadian Pension Plan on or before the due date for such contribution or payment or any other Canadian Pension Event.

ERISA Notices and Requests. Furnish Agent Provide Agent, promptly upon a Responsible Officer obtaining knowledge thereof, with written notice promptly in the event that, (i) any Loan Party or any member of the Controlled Group knows or has reason to know that a Termination Event has occurred, together with a written statement describing such Termination Event and the action, if any, which such Loan Party or any member of the Controlled Group has taken, is taking, or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, Canada Revenue Agency, Department of Labor or PBGC with respect thereto, (ii) any Loan Party knows or has reason to know that a prohibited transaction (as defined in Section 406 of ERISA or 4975 of the Internal Revenue Code) has occurred together with a written statement describing such transaction and the action which such Loan Party has taken, is taking or proposes to take with respect thereto, (iii) a funding waiver request has been filed with respect to any event within fifteen Pension Benefit Plan together with all communications received by any Loan Party or any member of the Controlled Group with respect to such request, (15iv) days after any material increase in the benefits of any existing Plan, Multiemployer Plan or the establishment of any new Pension Benefit Plan or Multiemployer Plan or the commencement of contributions to any Pension Benefit Plan or Multiemployer Plan or Canadian Benefit Plan, Canadian Pension Plan or the commencement of contributions to any Pension Benefit Plan or Multiemployer Plan, Canadian Pension Plan or Canadian Union Plan to which any Loan Party or any member of the Controlled Group was not previously contributing shall occur, (v) any Borrower or any member of the Controlled Group thereof knows or has reason shall receive from the PBGC a notice of intention to know, of the following described events which individually or in the aggregate are reasonably likely to have terminate a Material Adverse Effect: (i) (A) any Termination Event with respect to any Pension Benefit Plan or Multiemployer Plan or Canadian Pension Plan (if applicable) has occurred, or (B) an accumulated funding deficiency has been incurred or an application has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including installment payments) or an extension of any amortization period under Section 412 of the Code or the equivalent provision under any federal, state, provincial, local or foreign counterparts or equivalents thereof (other than any Canadian Employee Benefit Laws) with respect to a Pension Benefit Plan, a statement of an officer of Borrowing Agent setting forth the details of such occurrence and the action, if any, which Borrowers or such member of the Controlled Group proposes to take with respect thereto, (ii) receipt thereof by any Borrower or any member of the Controlled Group thereof from the PBGC, copies of each notice received by any Borrower or any member of the Controlled Group thereof of the PBGC’s intention to terminate any Pension Benefit Plan Plans or to have a trustee appointed to administer any Pension Benefit Plan, (iii) if requested by Agent, copies of each Schedule B (Actuarial Information) or the federal, state, provincial, local or foreign equivalent thereof to the annual report (Form 5500 Series) or the federal, state, local or foreign equivalent thereof with respect to each Canadian Pension Plan, Pension Benefit Plan and Multiemployer Plan, (iv) any required installment within the meaning of Section 412 of the Code or the equivalent provision under any federal, state, provincial, local or foreign counterparts or equivalents thereof has not been made when due with respect to a Pension Benefit Plan or Canadian Pension Multiemployer Plan, together with copies of each such notice, (vvi) receipt thereof by any Borrower Loan Party or any member of the Controlled Group thereof shall receive any unfavorable determination letter from a sponsor the Internal Revenue Service regarding the qualification of a Multiemployer Plan or from under Section 401(a) of the PBGCInternal Revenue Code, a copy together with copies of each notice received by such letter; (vii) any Borrower Loan Party or any member of the Controlled Group thereof concerning shall receive a notice regarding the imposition or amount of withdrawal liability under Section 4202 of ERISA or the equivalent provision under any federalfrom a Multiemployer Plan, state, provincial, local or foreign counterparts or equivalents thereof (other than any other than any Canadian Employee Benefit Laws) or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of ERISA or the equivalent provision under any federal, state, provincial, local or foreign counterparts or equivalents thereof (other than any other than any Canadian Employee Benefit Laws), and (vi) together with copies of each notice of a plant closing or mass layoff such notice; (as defined in WARNviii) to employees sent by any Borrower Loan Party or any member of the Controlled Group thereof. Borrowing Agent shall furnish Agent written fail to make a required installment or any other ​ 131 required payment to any Pension Benefit Plan or Multiemployer Plan under the Internal Revenue Code or ERISA on or before the due date for such installment or payment; (ix) any Loan Party or any member of the Controlled Group knows that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan or Canadian Union Plan intends to terminate a Multiemployer Plan, (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan or (d) a Multiemployer Plan is subject to Section 432 of the Internal Revenue Code or Section 305 of ERISA; (x) any Loan Party shall receive notice if any Borrower is ever required (or a notice of intent to contribute to issue such a notice) from Canada Revenue Agency regarding the revocation of registered status of a Canadian Union PlanPension Plan under the Income Tax Act (Canada); or (xi) except when the failure to do so could not reasonably be expected to have a Material Adverse Effect, any Loan Party shall fail to make or remit any required contributions or payments in respect of a Canadian Pension Plan on or before the due date for such contribution or payment or any other Canadian Pension Event.