Common use of Liability; Compliance Clause in Contracts

Liability; Compliance. (i) No liability under Title IV of ERISA has been or is reasonably expected to be incurred by the Company or any ERISA Affiliate (other than periodic premiums, all of which have been paid prior to the due date thereof). The Company does not have any current or potential liability or obligation (i) under or with respect to any “defined benefit plan” (within the meaning of section 3(35) of ERISA) or any “multiemployer plan” (within the meaning of section 3(37) of ERISA) , (ii) for the provision of any post-termination or post-employment welfare or welfare-type benefits to any Person, or (iii) on account of at any time being considered a single employer under section 414 of the Code with any other Person. Except as would not result in a material liability to the Company, the Company and the ERISA Affiliates have complied and are in compliance with the requirements of section 4980B of the Code. (ii) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (A) other than routine claims for benefits, there are no pending or, to the Knowledge of Seller, threatened claims by or on behalf of any participant in any of the Company Benefit Plans, or otherwise involving any Company Benefit Plan or the assets of any Company Benefit Plan; and (B) none of the Company Benefit Plans is presently under audit or examination (nor has notice been received of a potential audit or examination) by the IRS, the Department of Labor, or any other Governmental Authority, domestic or foreign. (iii) Neither the Company nor any ERISA Affiliate contributes to a Multiemployer Plan or a “multiple employer plan” within the meaning of section 4063 or 4064 of ERISA. (iv) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement will not (alone or in combination with any other event) result in an increase in the amount of compensation or benefits or the 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 Company or any increased or accelerated funding obligation with respect to any Company Benefit Plan. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect no payment or deemed payment by the Company 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 the Company, or the consummation by the Company of the transactions contemplated by this Agreement, that would not be deductible pursuant to section 280G of the Code.

Liability; Compliance. (i) No liability under Title IV of ERISA has been or or, to the Knowledge of the Company, is reasonably expected to be incurred by the any Group Company or any ERISA Affiliate (other than periodic premiums, all of which have been paid prior to the due date thereof). The Company does not have any current or potential liability or obligation (i) under or with respect to any “defined benefit plan” (within the meaning of section 3(35) of ERISA) or any “multiemployer plan” (within the meaning of section 3(37) of ERISA) , (ii) for the provision of any post-termination or post-employment welfare or welfare-type benefits to any Person, or (iii) on account of at any time being considered a single employer under section 414 of the Code with any other Person. Except as would not result in a material liability to the Company, the Company and the ERISA Affiliates have complied and are in compliance with the requirements of section 4980B of the CodeClosing Date. (ii) Except as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Effectmaterial Liability of the Group Companies taken as a whole, (A) other than routine claims for benefits, there are no pending or, to the Knowledge of Sellerthe Company, threatened claims by or on behalf of any participant in any of the Company Benefit Plans, or otherwise involving any Company Benefit Plan or the assets of any Company Benefit Plan; and (B) none of the Company Benefit Plans is presently under audit or examination (nor has notice been received of a potential audit or examination) by the IRS, the Department of Labor, or any other Governmental Authority, domestic or foreign. (iii) Neither the No Group Company nor any of its ERISA Affiliate Affiliates contributes to, or since January 1, 2013, has contributed to or had any obligation to contribute to, (A) a plan, program or Contract that is subject to Title IV of ERISA or Section 412 or 430 of the Code, or (B) a Multiemployer Plan or a “multiple employer plan” within the meaning of section Section 4063 or 4064 of ERISA. (iv) Except as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Effectmaterial Liability to the Group Companies taken as a whole, the executionCompany has no current obligations for retiree health, delivery and performance of this Agreement by the Company and the consummation by the Company medical or life insurance benefits, other than continuation coverage as may be required under Section 4980B of the transactions contemplated by this Agreement will not Code or Part 6 of Title I of ERISA. (alone or in combination with any other eventv) result in an increase in the amount of compensation or benefits or the 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 Company or any increased or accelerated funding obligation with respect to any Company Benefit Plan. Except as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Effect no payment or deemed payment by material Liability to the Company will arise or be made Group Companies taken as a result whole, to the Knowledge of the Company, since January 1, 2013, there have been no “prohibited transactions” (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Company Benefit Plan, other than any such transactions that are covered by a statutory or administrative exemption. (vi) Neither the execution, delivery or performance of this Agreement or any of the Ancillary Agreements nor the consummation of the transactions contemplated by this Agreement or any of the Ancillary Agreements will (alone or in combination with any other event) (A) entitle any current or former employee, officer, director, manager or independent contractor of a Group Company to any payment, forgiveness of indebtedness, vesting, distribution or increase in any compensation or benefits under any Company Benefit Plan or accelerate the executiontime of payment or vesting of such payment or benefit, delivery and performance of this Agreement by the Company(B) trigger any obligation to fund any Company Benefit Plan or (C) result in any payment or benefit (whether in cash, property, or the consummation by the Company vesting of the transactions contemplated by this Agreement, cash or property) that would not be deductible pursuant to section 280G of the Code. No person is entitled to receive any additional payment (including any tax gross-up or other payment) from any of the Group Companies as a result of the excise tax imposed by Section 4999 of the Code or any tax required under Section 409A of the Code.