Common use of Liability; Compliance Clause in Contracts

Liability; Compliance. (i) No material liability under Title IV of ERISA has been or is reasonably expected to be incurred by any Transferred Entity (other than periodic premiums, all of which have been paid prior to the due date thereof). Each U.S. Benefit Plan that is subject to the minimum funding standards of the Code or ERISA satisfies, in all material respects, such standards under sections 412 and 302 of the Code and ERISA, respectively, and no waiver of such funding has been sought or obtained. In addition, no such U.S. Benefit Plan incurred an “accumulated funding deficiency” within the meaning of the predecessors to sections 412 or 302 of the Code and ERISA, respectively, whether or not waived. (ii) Except as would not reasonably be expected to be material, (A) other than routine claims for benefits, there are no pending or, to the Knowledge of Chemtura, threatened claims by or on behalf of any participant in any of the U.S. Benefit Plans or Foreign Benefit Plans, or otherwise involving any U.S. Benefit Plan or Foreign Benefit Plan or the assets of any U.S. Benefit Plan or Foreign Benefit Plan, and (B) none of the U.S. Benefit Plans or Foreign Benefit Plans is presently under an audit or examination (nor has notice been received of a potential audit or examination) by the Internal Revenue Service of the United States (the “IRS”), the United States Department of Labor, or any other Governmental Authority, domestic or foreign. (iii) No Transferred Entity or Seller contributes to or is obligated to contribute to, or has any liability under, a Multiemployer Plan that has assessed or could be reasonably expected to assess withdrawal liability under ERISA. (iv) The execution and delivery of this Agreement by Chemtura and the consummation by Chemtura of the transactions contemplated by this Agreement will not (alone or in combination with any other event) result in a material increase in the amount of compensation or benefits or the material acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any current or former employee, officer, director or independent contractor of the Business or any materially increased or accelerated funding obligation with respect to any U.S. Benefit Plan or Foreign Benefit Plan. No material payment or deemed payment by any Transferred Entity will arise or be made as a result (alone or in combination with any other event) of the execution, delivery and performance of this Agreement by Chemtura, or the consummation by Chemtura of the transactions contemplated by this Agreement, that would not be deductible pursuant to section 280G of the Code.