Pension and Benefit Plans. (a) Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five year period. No Borrower or any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan, and neither any Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA that would exceed $25,000,000 if any Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is Insolvent.
Pension and Benefit Plans. (a) Except as set forth in Section 3.16(a) to the Company Disclosure Schedule, neither the Company nor any Subsidiary (i) maintains or during the past six (6) years has maintained any Plan (as defined in Article X) or Other Arrangement (as defined in Article X), (ii) is or during the past six (6) years has been a party to any Plan or Other Arrangement, or (iii) has obligations under any Plan or Other Arrangement.
Pension and Benefit Plans. The Company hereby represents and warrants to Acquiror that:
Pension and Benefit Plans. 18 3.23 Insurance........................................ 21 3.24
Pension and Benefit Plans. (a) Operate, administer and perform all of its obligations under and in respect of all Pension Plans and Benefit Plans in material compliance with the terms of such plans and all applicable Pension and Benefit Laws and shall maintain all necessary governmental approvals which are material in respect of the operation of such plans and comply, in all respects, with its obligations under such plans and applicable Pension and Benefit Laws including making all contributions and payments (normal and special) required to be made under the terms of such plans, applicable Pension and Benefit Laws and any applicable valuation report.
Pension and Benefit Plans. During a period of Special Leave without pay, a Member may maintain her or his University pension and benefits plans by paying the total cost of the pension and benefit plans including the University's normal contributions to the Member's pension and benefit plans.
Pension and Benefit Plans. (1) Neither Seller nor any ERISA Affiliate has, in the last five (5) years, maintained, established, sponsored, participated in, contributed to, or had or could have any obligation to, any (A) Pension Plan which is subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code, or (B) Multiemployer Plan.
Pension and Benefit Plans. (a) Company has delivered to Acquiror prior to the execution of this Merger Agreement true and complete copies (or written descriptions, where no written plan exists) (and, where applicable, the most recent actuarial, valuation or annual (Form 5500 with attachments) reports with respect thereto) of all pension, retirement, profit-sharing, deferred compensation, stock option, employee stock ownership, severance pay, vacation, bonus or other incentive plans, employment agreements of executive officers or change in control agreements, medical, vision, dental or other health plans, life insurance plans and other employee benefit plans or fringe benefit plans, programs, arrangements or Agreements, including, without limitation, all Company Benefit Plans. No Company Benefit Plan is or has been a Multiemployer Plan or could subject Company or any Company Subsidiary to liability under Sections 4063 or 4064 of ERISA. Company has set forth in the Company Disclosure Letter (i) a list of all of the Company Benefit Plans, (ii) a list of the Company Benefit Plans that are Company Pension Plans, (iii) a list of the Company Benefit Plans that are Company Stock Plans, and (iv) a list of the number of shares covered by, exercise prices for, and holders of, all stock options granted and available for grant under the Company Stock Plans.
Pension and Benefit Plans. (a) Except as set forth in the Disclosure Schedule, the Company (i) does not maintain and has not during the past five (5) years maintained any Plan or Other Arrangement, (ii) is not and has not during the past five (5) years been a party to any Plan or Other Arrangement and (iii) has no obligations under any Plan or Other Arrangement.
Pension and Benefit Plans. (a) Neither Prime nor any of its subsidiaries maintains an employee pension benefit plan, within the meaning of Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or has made any contributions to any such employee pension benefit plan maintained after December 31, 1995, except employee pension benefit plans listed in Prime Schedule 2.15(a) (individually a "Prime Pension Plan" and collectively the "Prime Pension Plans"). In its present form each Prime Pension Plan complies in all material respects with all applicable requirements under ERISA and the Code. Each Prime Pension Plan and the trust created thereunder which is intended to be qualified and exempt under Sections 401(a) and 501(a) of the Code is so qualified and exempt, and Prime or the subsidiary whose employees are covered by such Prime Pension Plan has received from the IRS a determination letter to that effect and such determination letter may still be relied on. No event has occurred and there has been no omission or failure to act which would adversely affect such qualification or exemption. Each Prime Pension Plan has been administered and communicated to the participants and beneficiaries in all material respects in accordance with its terms and ERISA. No employee or agent of Prime or any subsidiary whose employees are covered by a Prime Pension Plan has engaged in any action or failed to act in such manner that, as a result of such action or failure, (i) the IRS could revoke, or refuse to issue (as the case may be), a favorable determination as to such Prime Pension Plan's qualification and the associated trust's exemption or impose any liability or penalty under the Code, or (ii) a participant or beneficiary or a nonparticipating employee has been denied benefits properly due or to become due under such Prime Pension Plan or has been misled as to his or her rights under such Prime Pension Plan. No Prime Pension Plan is subject to Section 412 of the Code or Title IV of ERISA. Except as set forth on Prime Schedule 2.15(c), no person has engaged in any prohibited transaction involving any Prime Pension Plan or associated trust within the meaning of Section 406 of ERISA or Section 4975 of the Code. There are no pending or threatened claims (other than routine claims for benefits) against the Prime Pension Plans or any fiduciary thereof which would subject Prime or any of its subsidiaries to a material liability. All reports, filings, returns and disclosur...
