No Acquired Company or any other Person that would be considered a single employer with an Acquired Company under the Code or ERISA has ever maintained a plan subject to Title IV of ERISA or Code Section 412, including any “multiemployer plan” as defined in Section 4001(a)(8) of ERISA.
No Acquired Company. Employee Plan, or administrator or fiduciary of any Employee Plan has taken any action, or failed to take any action, that could subject it, him, her or any other Person to any Liability for any excise tax or for any breach of fiduciary duty with respect to or in connection with any Employee Plan.
No Acquired Company. (i) has been a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in connection with a distribution of stock Table of Contents qualifying for tax-free treatment under Section 355 of the Code at any time since November 1, 2015 or (ii) participated in any “listed transaction” within the meaning of Section 6707A(c)(2) of the Code and Treasury Regulations Section 1.6011-4(b)(2).
No Acquired Company. (i) is a party to any Tax allocation or Tax sharing agreement, arrangement or understanding;
No Acquired Company. (i) has requested or has been granted an extension of time for the filing of any Tax Returns to a date later than the Execution Date; or
No Acquired Company or any other Person that would be considered a single employer with an Acquired Company under the Code or ERISA has ever maintained a plan subject to Title IV of ERISA or Code Section 412, including any “multiemployer plan” as defined in Section 4001(a)(8) of ERISA. Except as required under Section 601 et seq. of ERISA, no Company Plan provides severance or salary continuation benefits or benefits or coverage in the nature of health, life or disability insurance following retirement or other termination of employment. Nothing has occurred with respect to any Company Plan that has subjected or could subject an Acquired Company to a penalty under ERISA or other Liability (other than a Liability for contributions, premiums or benefits payable in the normal course and in accordance with the terms of the Company Plan) or to an excise tax under the Code, or that has subjected or could subject any participant in, or beneficiary of, a Company Plan to a tax under Chapter 43 of the Code.
No Acquired Company. (i) has violated or otherwise failed in any material respect to comply with any Law respecting employment, employment practices, terms and conditions of employment or wages and hours, the requirements of the Family and Medical Leave Act of 1993 (the “FMLA”), the applicable requirements of The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”); (ii) has failed in any material respect to withhold or report any amounts required by applicable Law or by Contract to be withheld or reported with respect to wages, salaries and other payments to Company Employees; (iii) is Liable for material amounts of any arrears of wages or any Taxes or any penalty for failure to comply with the Laws applicable to any of the foregoing; and (iv) is Liable for any material payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated claims or Legal Proceedings against any Acquired Company under any worker’s compensation policy or long-term disability policy.
No Acquired Company. (a) is a party to a Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services, (b) is, to RHC’s Knowledge, the subject of any Governmental Authority investigation conducted by any federal, state or local Governmental Authority except as set forth on Section 3.12.7 of the Disclosure Letter, or (c) is, to RHC’s Knowledge, a defendant or named party in any unsealed qui tam/federal False Claims Act litigation.
No Acquired Company is a participating employer in any multiemployer plan (as defined under applicable Canadian pension laws or in Section 3(37) of ERISA).
No Acquired Company. (i) is a partner for Tax purposes with respect to any joint venture, partnership, or other arrangement or Contract which is treated as a “look through entity” for Tax purposes (entidad en atribución dx xxxxxx española o extranjera de acuerdo con lo establecido en el artículo 87.1 de lx Xxx 35/2006, sin que a tales efectos computen como tales las Agrupaciones de Interés Económicos y Uniones Temporales); or (ii) is a shareholder of a “controlled foreign corporation” as defined in Chapter XI of Section VII (Transparencia Fiscal Internacional) of the Spanish Corporate Income Tax Act (or any similar provision of state, local or foreign Law), except as set forth in Section 3.15(i) of the Seller Disclosure Schedule.
