Common use of Penalties; Reportable Events Clause in Contracts

Penalties; Reportable Events. Neither the Company, its ---------------------------- Subsidiaries nor any ERISA Affiliate of either is subject to any material liability, tax or penalty whatsoever to any Person or agency whomsoever as a result of engaging in a prohibited transaction under ERISA or the Code, and neither the Company, its Subsidiaries nor any ERISA Affiliate of either has any knowledge of any circumstances which reasonably might result in any material liability, tax or penalty, including, but not limited to, a penalty under Section 502 of ERISA, as a result of a breach of any duty under ERISA or under other Laws. Each Plan which is required to comply with the provisions of Sections 4980B and 4980C of the Code, or with the requirements referred to in Section 4980D(a) of the Code, has complied in all material respects. No event has occurred which could subject any Plan to tax under Section 511 of the Code. None of the Plans subject to Title IV of ERISA has, since September 2, 1974, been completely or partially terminated nor has there been any "reportable event," as such term is defined in Section 4043(b) of ERISA, with respect to any of the Plans since the effective date of ERISA nor has any notice of intent to terminate been filed or given with respect to any such Plan. There has been no (i) withdrawal by the Company, any of its Subsidiaries or any of their respective ERISA Affiliates that is a substantial employer from a single- employer plan which is a Plan and which has two or more contributing sponsors at least two of whom are not under common control, as referred to in Section 4063(b) of ERISA, or (ii) cessation by the Company, any of its Subsidiaries or any of their respective ERISA Affiliates of operations at a facility causing more than 20% of Plan participants to be separated from employment, as referred to in Section 4062(f) of ERISA. Neither the Company, any of its Subsidiaries, nor any ERISA Affiliate, nor any other organization of which any of them are a successor or parent corporation as defined in Section 4069(b) of ERISA, have engaged in any transaction described in Section 4069(a) of ERISA.

Appears in 2 contracts

Samples: Transaction Agreement (North Face Inc), Transaction Agreement (Green Equity Investors Iii Lp)

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Penalties; Reportable Events. Neither the Company, its ---------------------------- Subsidiaries nor any of its ERISA Affiliate of either Affiliates is subject to any material liability, tax or penalty whatsoever to any Person person or agency whomsoever as a result of engaging in a prohibited transaction under ERISA or the Internal Revenue Code, and neither the Company, its Subsidiaries nor any of its ERISA Affiliate of either Affiliates has any knowledge of any circumstances which reasonably might result in any material liability, tax or penalty, including, but not limited to, a penalty under Section 502 of ERISA, as a result of a breach of any duty under ERISA or under other Laws. Each Plan which is required to comply with the provisions of Sections 4980B and 4980C of the Internal Revenue Code, or with the requirements referred to in Section 4980D(a) 4980D of the Internal Revenue Code, has complied in all material respects. No event has occurred which could subject any Plan to tax under Section 511 of the Internal Revenue Code. None of the Plans subject to Title IV of ERISA has, since September 2, 1974, been completely or partially terminated nor has there been any "reportable event," as such term is defined in Section 4043(b) of ERISA, with respect to any of the Plans since the effective date of ERISA nor has any notice of intent to terminate been filed or given with respect to any such Plan. There has been no (i) withdrawal by the Company, Company or any of its Subsidiaries or any of their respective ERISA Affiliates that is a substantial employer from a single- single-employer plan which is a Plan and which has two or more contributing sponsors at least two of whom are not under common control, as referred to in Section 4063(b) of ERISA, or (ii) cessation by the Company, or any of its Subsidiaries or any of their respective ERISA Affiliates of operations at a facility causing more than 20% twenty percent of Plan participants to be separated from employment, as referred to in Section 4062(f) of ERISA. Neither the Company, nor any of its Subsidiaries, nor any ERISA AffiliateAffiliates, nor any other organization of which any of them are a successor or parent corporation corporation, as defined in Section 4069(b) of ERISA, have engaged in any transaction described in Section 4069(a) of ERISA.

Appears in 1 contract

Samples: Merger Agreement (Broadcom Corp)

Penalties; Reportable Events. Neither the Company, nor any of its ---------------------------- Subsidiaries nor any of their respective ERISA Affiliate of either Affiliates is subject to any material liability, tax or penalty whatsoever to any Person or agency whomsoever as a result of engaging in a prohibited transaction under ERISA or the Internal Revenue Code, and neither the Company, nor any of its Subsidiaries nor any ERISA Affiliate of either has any knowledge Knowledge of any circumstances which that reasonably might result in any material liability, tax or penalty, including, but not limited to, including a penalty under Section 502 of ERISA, as a result of a breach of any fiduciary duty under ERISA or under other LawsERISA. Each Plan which that is required to comply with the provisions of Sections 4980B and 4980C of the Internal Revenue Code, or with the requirements referred to in Section 4980D(a) 4980D of the Internal Revenue Code, has complied therewith in all material respects. No To the Knowledge of the Company, no event has occurred which that could subject any Plan to tax Tax under Section 511 of the Internal Revenue Code. None of the Plans subject to Title IV of ERISA has, since September 2, 1974, been completely or partially terminated nor has there been any "reportable event," as such term is defined in Section 4043(b) of ERISA, with respect to any of the Plans since the effective date of ERISA nor has any notice of intent to terminate been filed or given with respect to any such Plan. There has been no (i) withdrawal by the Company, any of its Subsidiaries or any of their respective ERISA Affiliates that is a substantial employer from a single- single-employer plan which that is a Plan and which that has two or more contributing sponsors at least two of whom which are not under common control, as referred to in Section 4063(b) of ERISA, or (ii) cessation by the Company, any of its Subsidiaries or any of their respective ERISA Affiliates of operations at a facility causing more than 20% twenty percent of Plan participants to be separated from employment, as referred to in Section 4062(f) of ERISA. Neither the Company, nor any of its Subsidiaries, Subsidiaries nor any of their respective ERISA AffiliateAffiliates, nor any other organization of which any of them are a successor or parent corporation as defined in Section 4069(b) of ERISA, have has engaged in any transaction described in Section 4069(a) of ERISA.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Emulex Corp /De/)

Penalties; Reportable Events. Neither the Company, Company nor any of its ---------------------------- Subsidiaries nor any of their respective ERISA Affiliate of either Affiliates is subject to any material liability, tax or penalty whatsoever to any Person person or agency whomsoever as a result of engaging in a prohibited transaction under ERISA or the Internal Revenue Code, and neither the Company, Company nor any of its Subsidiaries nor any of their respective ERISA Affiliate of either Affiliates has any knowledge of any circumstances which reasonably might result in any material liability, tax or penalty, including, but not limited to, including a penalty under Section 502 of ERISA, as a result of a breach of any duty under ERISA or under other Laws. Each Plan which is required to comply with the provisions of Sections 4980B and 4980C of the Internal Revenue Code, or with the requirements referred to in Section 4980D(a) 4980D of the Internal Revenue Code, has complied in all material respects. No event has occurred which could subject any Plan to tax under Section 511 of the Internal Revenue Code. None of the Plans subject to Title IV of ERISA has, since September 2, 1974, been completely or partially terminated nor has there been any "reportable event," ", as such term is defined in Section 4043(b) of ERISA, with respect to any of the Plans since the effective date of ERISA nor has any notice of intent to terminate been filed or given with respect to any such Plan. There has been no (i) withdrawal by the Company, Company or any of its Subsidiaries or any of their respective ERISA Affiliates that is a substantial employer from a single- single-employer plan which is a Plan and which has two or more contributing sponsors at least two of whom are not under common control, as referred to in Section 4063(b) of ERISA, or (ii) cessation by the Company, any of its Subsidiaries Subsidiary or any of their respective ERISA Affiliates of operations at a facility causing more than twenty percent (20% %) of Plan participants to be separated from employment, as referred to in Section 4062(f) of ERISA. Neither the Company, Company nor any of its Subsidiaries, Subsidiaries nor any of their respective ERISA AffiliateAffiliates, nor any other organization of which any of them are a successor or parent Broadcom corporation as defined in Section 4069(b) of ERISA, have engaged in any transaction described in Section 4069(a) of ERISA.

Appears in 1 contract

Samples: Merger Agreement (Broadcom Corp)

Penalties; Reportable Events. Neither the Company, Company nor any of its ---------------------------- Subsidiaries nor any ERISA Affiliate of either Affiliates is subject to any material liability, tax or penalty whatsoever to any Person or agency whomsoever as a result of engaging in a prohibited transaction under ERISA or the Code, and neither the Company, its Subsidiaries Company nor any of its ERISA Affiliate of either Affiliates has any knowledge of any circumstances which reasonably might result in any material liability, tax or penalty, including, but not limited to, a penalty under Section 502 of ERISA, as a result of a breach of any duty under ERISA or under other Laws. Each Plan which is required to comply with the provisions of Sections Section 4980B and 4980C of the Code, or with the requirements referred to in Section 4980D(a) of the Code, Code has complied in all material respects. No event has occurred which could subject any Plan to material tax liability under Section 511 of the Code. None of the Plans subject to Title IV of ERISA has, since September 2, 1974, been completely or partially terminated nor has there been any "reportable event," ", as such term is defined in Section 4043(b) of ERISA, with respect to any of the Plans since the effective date of ERISA nor has any notice of intent to terminate been filed or given with respect to any such Plan. There has been no (i) withdrawal by the Company, Company or any of its Subsidiaries or any of their respective ERISA Affiliates that is a substantial employer from a single- single-employer plan which is a Plan and which has two or more contributing sponsors at least two of whom are not under common control, as referred to in Section 4063(b) of ERISA, or (ii) cessation by the Company, Company or any of its Subsidiaries or any of their respective ERISA Affiliates of operations at a facility causing more than 20% of Plan participants to be separated from employment, as referred to in Section 4062(f) of ERISA. Neither the Company, Company nor any of its Subsidiaries, nor any ERISA AffiliateAffiliates, nor any other organization of which any of them are a successor or parent corporation as defined in Section 4069(b) of ERISA, have engaged in any transaction described in Section 4069(a) of ERISA.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mirage Resorts Inc)

Penalties; Reportable Events. Neither the Company, its ---------------------------- Subsidiaries nor any of its ERISA Affiliate of either Affiliates is subject to any material liability, tax or penalty whatsoever to any Person person or agency whomsoever as a result of engaging in a prohibited transaction under ERISA or the Internal Revenue Code, and neither the Company, its Subsidiaries nor any of its ERISA Affiliate of either Affiliates has any knowledge of any circumstances which reasonably might result in any material liability, tax or penalty, including, but not limited to, including a penalty under Section 502 of ERISA, as a result of a breach of any duty under ERISA or under other Laws. Each Plan which is required to comply with the provisions of Sections 4980B and 4980C of the Internal Revenue Code, or with the requirements referred to in Section 4980D(a) 4980D of the Internal Revenue Code, has complied in all material respects. No event has occurred which could subject any Plan to tax under Section 511 of the Internal Revenue Code. None of the Plans subject to Title IV of ERISA has, since September 2, 1974, been completely or partially terminated nor has there been any "reportable event," as such term is defined in Section 4043(b) of ERISA, with respect to any of the Plans since the effective date of ERISA nor has any notice of intent to terminate been filed or given with respect to any such Plan. There has been no (i) withdrawal by the Company, Company or any of its Subsidiaries or any of their respective ERISA Affiliates that is a substantial employer from a single- single-employer plan which is a Plan and which has two or more contributing sponsors at least two of whom are not under common control, as referred to in Section 4063(b) of ERISA, or (ii) cessation by the Company, or any of its Subsidiaries or any of their respective ERISA Affiliates of operations at a facility causing more than 20% twenty percent of Plan participants to be separated from employment, as referred to in Section 4062(f) of ERISA. Neither the Company, nor any of its Subsidiaries, nor any ERISA AffiliateAffiliates, nor any other organization of which any of them are a successor or parent corporation corporation, as defined in Section 4069(b) of ERISA, have engaged in any transaction described in Section 4069(a) of ERISA.

Appears in 1 contract

Samples: Merger Agreement and Plan of Reorganization (Broadcom Corp)

Penalties; Reportable Events. Neither the Company, any of its ---------------------------- Subsidiaries nor any of their respective ERISA Affiliate of either Affiliates is subject to any material liability, tax or penalty whatsoever to any Person person or agency whomsoever as a result of engaging in a prohibited transaction under ERISA or the Internal Revenue Code, and neither the Company, any of its Subsidiaries nor any of their respective its ERISA Affiliate of either Affiliates has any knowledge of any circumstances which reasonably might result in any material liability, tax or penalty, including, but not limited to, including a penalty under Section 502 of ERISA, as a result of a breach of any duty under ERISA or under other Laws. Each Plan which is required to comply with the provisions of Sections 4980B and 4980C of the Internal Revenue Code, or with the requirements referred to in Section 4980D(a) 4980D of the Internal Revenue Code, has complied in all material respects. No event has occurred which could subject any Plan to tax under Section 511 of the Internal Revenue Code. None of the Plans subject to Title IV of ERISA has, since September 2, 1974, been completely or partially terminated nor has there been any "reportable event," as such term is defined in Section 4043(b) of ERISA, with respect to any of the Plans since the effective date of ERISA nor has any notice of intent to terminate been filed or given with respect to any such Plan. There has been no (i) withdrawal by the Company, any of its Subsidiaries or any of their respective ERISA Affiliates that is a substantial employer from a single- single-employer plan which is a Plan and which has two or more contributing sponsors at least two of whom are not under common control, as referred to in Section 4063(b) of ERISA, or (ii) cessation by the Company, any of its Subsidiaries or any of their respective ERISA Affiliates of operations at a facility causing more than twenty percent (20% %) of Plan participants to be separated from employment, as referred to in Section 4062(f) of ERISA. Neither the Company, any of its Subsidiaries, Subsidiaries nor any of their respective ERISA AffiliateAffiliates, nor any other organization of which any of them are a successor or parent corporation as defined in Section 4069(b) of ERISA, have has engaged in any transaction described in Section 4069(a) of ERISA.

Appears in 1 contract

Samples: Merger Agreement (Broadcom Corp)

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Penalties; Reportable Events. Neither the Company, its ---------------------------- Subsidiaries any Subsidiary nor any of their respective ERISA Affiliate of either Affiliates is subject to any material liability, tax or penalty whatsoever to any Person person or agency whomsoever as a result of engaging in a prohibited transaction under ERISA or the Code, and neither the Company, its Subsidiaries any Subsidiary nor any of their respective ERISA Affiliate of either Affiliates has any knowledge of any circumstances which reasonably might result in any material liability, tax or penalty, including, including but not limited to, a penalty under Section 502 of ERISA, as a result of a breach of any duty under ERISA or under other Laws. Each Plan which is required to comply with the provisions of Sections 4980B and 4980C of the Code, or with the requirements referred to in Section 4980D(a) 4980D of the Code, has complied in all material respects. No event has occurred which could subject any Plan to tax under Section 511 of the Code. None of the Plans subject to Title IV of ERISA has, since September 2, 1974, been completely or partially terminated nor has there been any "reportable event," ", as such term is defined in Section 4043(b) of ERISA, with respect to any of the Plans since the effective date of ERISA nor has any notice of intent to terminate been filed or given with respect to any such Plan. There has been no (i) withdrawal by the Company, any of its Subsidiaries Subsidiary or any of their respective ERISA Affiliates that is a substantial employer from a single- single-employer plan which is a Plan and which has two or more contributing sponsors at least two of whom are not under common control, as referred to in Section 4063(b) of ERISA, or (ii) cessation by the Company, any of its Subsidiaries Subsidiary or any of their respective ERISA Affiliates of operations at a facility causing more than 20% of Plan participants to be separated from employment, as referred to in Section 4062(f) of ERISA. Neither the Company, any of its Subsidiaries, Subsidiary nor any of their respective ERISA AffiliateAffiliates, nor any other organization of which any of them are a successor or parent Parent corporation as defined in Section 4069(b) of ERISA, have engaged in any transaction described in Section 4069(a) of ERISA.

Appears in 1 contract

Samples: Merger Agreement (Broadcom Corp)

Penalties; Reportable Events. Neither the Company, its ---------------------------- Subsidiaries Company nor any of its ERISA Affiliate of either Affiliates is subject to any material liability, tax or penalty whatsoever to any Person or agency whomsoever as a result of engaging in a prohibited transaction under ERISA or the Code, and neither the Company, its Subsidiaries Company nor any of its ERISA Affiliate of either Affiliates has any knowledge of any circumstances which reasonably might result in any material liability, tax or penalty, including, but not limited to, a penalty under Section 502 of ERISA, as a result of a breach of any duty under ERISA or under other Laws. Each Plan which is required to comply with the provisions of Sections Section 4980B and 4980C of the Code, or with the requirements referred to in Section 4980D(a) of the Code, Code has complied in all material respects. No event has occurred which could subject any Plan to material tax liability under Section 511 of the Code. None of the Plans subject to Title IV of ERISA has, since September 2, 1974, been completely or partially terminated nor has there been any "reportable event," ", as such term is defined in Section 4043(b) of ERISA, with respect to any of the Plans since the effective date of ERISA nor has any notice of intent to terminate been filed or given with respect to any such Plan. There has been no (i) withdrawal by the Company, Company or any of its Subsidiaries or any of their respective ERISA Affiliates that is a substantial employer from a single- single-employer plan which is a Plan and which has two or more contributing sponsors at least two of whom are not under common control, as referred to in Section 4063(b) of ERISA, or (ii) cessation by the Company, Company or any of its Subsidiaries or any of their respective ERISA Affiliates of operations at a facility causing more than 20% of Plan participants to be separated from employment, as referred to in Section 4062(f) of ERISA. Neither the Company, Company nor any of its Subsidiaries, nor any ERISA AffiliateAffiliates, nor any other organization of which any of them are a successor or parent corporation as defined in Section 4069(b) of ERISA, have engaged in any transaction described in Section 4069(a) of ERISA.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Boardwalk Casino Inc)

Penalties; Reportable Events. Neither the Company, its ---------------------------- Subsidiaries Company nor any of its ERISA Affiliate of either Affiliates is subject to any material liability, tax or penalty whatsoever to any Person person or agency whomsoever as a result of engaging in a prohibited transaction under ERISA or the Internal Revenue Code, and neither the Company, its Subsidiaries Company nor any of its ERISA Affiliate of either Affiliates has any knowledge of any circumstances which reasonably might result in any material liability, tax or penalty, including, but not limited to, including a penalty under Section 502 of ERISA, as a result of a breach of any duty under ERISA or under other Laws. Each Plan which is required to comply with the provisions of Sections 4980B and 4980C of the Internal Revenue Code, or with the requirements referred to in Section 4980D(a) 4980D of the Internal Revenue Code, has complied in all material respects. No event has occurred which could subject any Plan to tax under Section 511 of the Internal Revenue Code. None of the Plans subject to Title IV of ERISA has, since September 2, 1974, been completely or partially terminated nor has there been any "reportable event," ", as such term is defined in Section 4043(b) of ERISA, with respect to any of the Plans since the effective date of ERISA nor has any notice of intent to terminate been filed or given with respect to any such Plan. There has been no (i) withdrawal by the Company, Company or any of its Subsidiaries or any of their respective ERISA Affiliates that is a substantial employer from a single- single-employer plan which is a Plan and which has two or more contributing sponsors at least two of whom are not under common control, as referred to in Section 4063(b) of ERISA, or (ii) cessation by the Company, Company or any of its Subsidiaries or any of their respective ERISA Affiliates of operations at a facility causing more than twenty percent (20% %) of Plan participants to be separated from employment, as referred to in Section 4062(f) of ERISA. Neither the Company, Company nor any of its Subsidiaries, nor any ERISA AffiliateAffiliates, nor any other organization of which any of them are a successor or parent Broadcom corporation as defined in Section 4069(b) of ERISA, have engaged in any transaction described in Section 4069(a) of ERISA.

Appears in 1 contract

Samples: Merger Agreement And (Broadcom Corp)

Penalties; Reportable Events. Neither the Company, its ---------------------------- Subsidiaries Company nor any of its ERISA Affiliate of either Affiliates is subject to any material liability, tax or penalty whatsoever to any Person person or agency whomsoever as a result of engaging in a prohibited transaction under ERISA or the Code, and neither the Company, its Subsidiaries Company nor any of its ERISA Affiliate of either Affiliates has any knowledge Knowledge of any circumstances which reasonably might result in any material liabilityLiability, tax Tax or penalty, including, but not limited to, including a penalty under Section 502 of ERISA, as a result of a breach of any duty under ERISA or under any other LawsLaw. Each Plan which is required to comply with the provisions of Sections 4980B and 4980C of the Code, or with the requirements referred to in Section 4980D(a) 4980D of the Code, has complied with such provisions and requirements in all material respects. No event has occurred which could subject any Plan to tax Tax under Section 511 of the Code. None of the Plans subject to Title IV of ERISA has, since September 2, 1974, has been completely or partially terminated nor has there been any "reportable event," as such term is defined in Section 4043(b) of ERISA, with respect to any of the Plans since the effective date of ERISA nor has any notice of intent to terminate been filed or given with respect to any such Plan. There has been no (i) withdrawal by the Company, Company or any of its Subsidiaries or any of their respective ERISA Affiliates that is a substantial employer from a single- single-employer plan which is a Plan and which has two or more contributing sponsors at least two of whom are not under common control, as referred to in Section 4063(b) of ERISA, or (ii) cessation by the Company, Company or any of its Subsidiaries or any of their respective ERISA Affiliates of operations at a facility causing more than twenty percent (20% %) of Plan participants to be separated from employment, as referred to in Section 4062(f4062(e) of ERISA. Neither the Company, Company nor any of its Subsidiaries, nor any ERISA AffiliateAffiliates, nor any other organization of which any of them are a successor or parent corporation as defined in Section 4069(b) of ERISA, have has engaged in any transaction described in Section 4069(a) of ERISA.

Appears in 1 contract

Samples: Merger Agreement And (Cimatron LTD)

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