ERISA Representations Clause Samples
The ERISA Representations clause requires a party to confirm that its actions or status comply with the Employee Retirement Income Security Act of 1974 (ERISA). Typically, this means the party affirms it is not using assets of an ERISA plan in a way that would violate ERISA rules, such as by engaging in prohibited transactions or failing to meet fiduciary standards. This clause is essential for ensuring that transactions do not inadvertently trigger ERISA-related liabilities or regulatory issues, thereby protecting both parties from legal and financial risks associated with non-compliance.
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ERISA Representations. Albertson’s hereby represents and warrants to Buyer that Section 9.01 of the Disclosure Letter contains a correct and complete list identifying each material “employee benefit plan,” as defined in Section 3(3) of ERISA, each material employment, severance or similar contract, plan, arrangement or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Sellers or any of their ERISA Affiliates and covers any Employee as of the date hereof. Copies of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) have been made available to Buyer together with, if applicable, the most recently filed annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust. Such plans are referred to collectively herein as the “Employee Plans.” Albertson’s agrees to use its commercially reasonable efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document prior to the Closing Date. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and has received a determination letter to that effect from the IRS and, to the Knowledge of any Seller, no circumstances exist which would reasonably be expected to materially adversely affect such qualification or exemption. With respect to any Surviving Plan (as defined below) (i) Sellers have not incurred any withdrawal liability under Subtitle E of Title IV of ERISA (“Withdrawal Liability”) that remains unsatisfied, as would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) Sellers have not received any notification, that any such Surviving Plan is in reorgani...
ERISA Representations. Each Note Owner that is subject to Title I of ERISA, Section 4975 of the Code or Similar Law, by accepting an interest or participation in a Note, is deemed to represent that its purchase, holding and disposition of that interest or participation is not and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if the Note Owner is subject to Similar Law, the purchase, holding and disposition is not and will not result in a non-exempt violation of that Similar Law).
ERISA Representations. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arrangers and their respective Affiliates, and for the benefit of the Borrowers or any other Loan Party, that at least one of the following is and will be true:
(i) such Lender is not using Plan Assets of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments;
(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such ▇▇▇▇▇▇’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement;
(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such ▇▇▇▇▇▇’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement; or
(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender to assure that the Loans, the Letters of Credit and the Commitments will not constitute...
ERISA Representations. Each Note Owner that is (i) an "employee benefit plan" that is subject to Title I of ERISA, (ii) a "plan" that is subject to Section 4975 of the Code, (iii) an entity that is deemed to be holding plan assets of any of the foregoing by reason of such holder's investment in the entity within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA or (iv) a plan that is subject to any Similar Law, by accepting a beneficial interest in a Note, is deemed to represent that its purchase, holding and disposition of that beneficial interest is not and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code or a violation of any Similar Law, as applicable.
ERISA Representations. Each Class A or Class B Note Owner that is subject to Title I of ERISA, Section 4975 of the Code or Similar Law, by accepting an interest or participation in a Class A or Class B Note, is deemed to represent that its purchase, holding and disposition of that interest or participation is not and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if the Class A or Class B Note Owner is subject to Similar Law, the purchase, holding and disposition is not and will not result in a non-exempt violation of that Similar Law). Each Class C Note Owner is deemed to represent that it is not acquiring the Class C Note with the assets of (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA), (ii) a “plan” described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets by reason of an investment by an employee benefit plan or plan described in (i) or (ii) above in such entity, or (iv) any other plan that is subject to Similar Law.
ERISA Representations. Each Series 2016-1 Note Owner that is subject to Title I of ERISA, Section 4975 of the Code or Similar Law, by accepting an interest or participation in a Series 2016-1 Note, is deemed to represent that its purchase, holding and disposition of that interest or participation is not and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if the Series 2016-1 Note Owner is subject to Similar Law, the purchase, holding and disposition is not and will not result in a non-exempt violation of that Similar Law).
ERISA Representations. The Company and each Seller, jointly and severally, hereby represent and warrant to Buyer that:
(a) SCHEDULE 9.02 lists each Employee Plan that covers any employee of the Company, copies or descriptions of all of which have previously been made available or furnished to Buyer. With respect to each Employee Plan, the Company has provided the most recently filed Form 5500 and an accurate summary description of such plan. The Company has provided Buyer with complete age, salary, service and related data as of the most recent practicable date for employees of the Company.
(b) SCHEDULE 9.02 also includes a list of each Benefit Arrangement of the Company, copies or descriptions of which have been made available or furnished previously to Buyer.
(c) None of the Employee Plans or other arrangements listed on SCHEDULE 9.02 covers any non-United States employee or former employee of the Company.
(d) No "prohibited transaction", as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan.
(e) No Employee Plan is a Multiemployer Plan and no Employee Plan is subject to Title IV of ERISA. The Company and its Affiliates have not incurred, nor do they reasonably expect to incur, any liability under Title IV ERISA arising in connection with the termination of any plan covered or previously covered by Title IV of ERISA.
(f) Each Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and has been so qualified during the period from its adoption to date, and each trust forming a part thereof is exempt from tax pursuant to Section 501(a) of the Code. The Company has furnished to Buyer a copy of the most recent Internal Revenue Service determination letter with respect to each such plan. Each Employee Plan has been maintained in material compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to such plan.
(g) Each Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such Benefit Arrangement.
(h) With respect to the employees and former employees of the Company, there are no employee post-retirement medical or health plans in effect, except as required by Section 4980B of the Code.
(i) Except as disclosed on SCHEDU...
ERISA Representations. Each Class A-1, Class A-2, or Class B Note Owner that is subject to Title I of ERISA, Section 4975 of the Code or Similar Law, by accepting an interest or participation in a Class A-1, Class A-2, or Class B Note, is deemed to represent that its purchase, holding and disposition of that interest or participation is not and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if the Class A-1, Class A-2, or Class B Note Owner is subject to Similar Law, the purchase, holding and disposition is not and will not result in a non-exempt violation of that Similar Law). In addition, each Class A-1, Class A-2, or Class B Note Owner makes the representations regarding the status of any Plan Fiduciary making the purchase decision for a Plan Investor and certain other representations of a Plan Investor or Plan Fiduciary that are stated in Section 5.2(b). Each Class C or Class D Note Owner is deemed to represent that it is not acquiring the Class C or Class D Note with the assets of (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA), (ii) a “plan” described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets by reason of an investment by an employee benefit plan or plan described in (i) or (ii) above in such entity, or (iv) any other plan that is subject to Similar Law.
ERISA Representations. This Section applies if any assets of the Client include a (i) pension or other employee benefit plan (including any 401(k) plan) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (ii) tax-qualified retirement plan (including a ▇▇▇▇▇ plan) under Section 401(a) of the Internal Revenue Code, as amended (the “Code”), and not covered by ERISA; or (iii) an individual retirement account (“▇▇▇”) under Section 408 of the Code. If certain Client assets are for a plan subject to ERISA, the Client appoints the Advisor, and the Advisor accepts its appointment, as an “investment manager” for purposes of ERISA and the Code, and the Advisor acknowledges that it is a “fiduciary” within the meaning of Section 3(21) of ERISA and Section 4957(e) (3) of the Code (but only with respect to the provision of services described in Section 1 of this Agreement). If requested by Advisor, the Client agrees to provide the Advisor with true and complete copies of all documents establishing and governing the plans and evidencing the Client’s authority to retain the Advisor. If the Account contains assets that represent only a portion of the plan’s assets, the Client understands that the Advisor will have no responsibility for the diversification of all the plan’s assets, and that the Advisor will have no duty, responsibility or liability for plan assets that are not invested in the Account. The Client further represents that a fidelity bond meeting the requirements Section 412 of ERISA and the regulations issued thereunder is currently maintained and that Advisor will be added as a fiduciary covered by such fidelity bond. The Client agrees to provide satisfactory evidence of such coverage if requested by Advisor.
ERISA Representations. The Company, Seller and K▇▇▇▇, jointly and severally, hereby represent and warrant to Buyer that:
(a) The Company has provided Buyer with complete salary, service and related data as of the most recent practicable date for employees and contractors of the Company.
(b) Schedule 9.02 lists each Employee Plan that covers any employee of the Company, copies or descriptions of all of which have previously been made available or furnished to Buyer. With respect to each Employee Plan, the Company has provided the most recently filed Form 5500 and an accurate summary description of such plan.
(c) Schedule 9.02 also includes a list of each Benefit Arrangement of the Company, copies or descriptions of which have been made available or furnished previously to Buyer.
(d) None of the Employee Plans or Benefit Arrangements listed on Schedule 9.02 covers any non-United States employee or former employee of the Business.
(e) No "prohibited transaction", as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan.
(f) No Employee Plan is a Multiemployer Plan and no Employee Plan is subject to Title IV of ERISA. The Company and its Affiliates have not incurred any liability under Title IV or ERISA arising in connection with the termination of any plan covered or previously covered by Title IV of ERISA.
(g) Each Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and has been so qualified during the period from its adoption to date, and each trust forming a part thereof is exempt from tax pursuant to Section 401(a) of the Code. The Company has furnished to Buyer copies of the most recent Internal Revenue Service determination letters with respect to each such plan. Each Employee Plan has been maintained in compliance with its terms and with the requirements prescribed by any and all Laws and Orders, including but not limited to ERISA and the Code, which are applicable to such plan.
(h) Each Employee Plan and each Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all Laws and Orders which are applicable to such Employee Plan or Benefit Arrangement, as the case may be.
(i) With respect to the employees and former employees of the Company, there are no employee post-retirement medical or health plans in effect, except as required by Section 4980B of the Code.
(j) All contributions and payments accrued unde...