Common use of Pension and Employee Benefit Matters Clause in Contracts

Pension and Employee Benefit Matters. Neither the Acquiror nor PentaStar will suffer any Liability or Adverse Consequence from the Company's, UST's or VNS's administration or termination of any of its Employee Benefit Plans or from any failure of any pre-Closing or post-Closing distribution of benefits to employees of the Company, UST or VNS to be made by the Company, UST or VNS in compliance with all applicable Legal Requirements. Neither the Acquiror nor PentaStar will have any obligation to employ any employee of the Company, UST or VNS or to continue any Employee Benefit Plan, and will have no Liability under any plan or arrangement maintained by the Company, UST or VNS for the benefit of any employee. The Company, UST or VNS, as the case may be, will remain liable for all costs of employee compensation, including benefits and Taxes relating to employment and employees attributable to periods up to January 1, 2000, whether reported by the Closing or thereafter, and all group health plan continuation coverage to which any employee, former employee or dependent is entitled because of a qualifying event (as defined in Section 4980B(f)(3) of the Code) occurring through the Closing or as a result of termination of employment with the Company, UST or VNS because of the transactions contemplated by this Agreement and any benefit or excise tax liability or penalty or other costs arising from any failure by the Company, UST or VNS to provide group health plan continuation coverage. Except as set forth on Exhibit 3.1(m), neither the Company, UST or VNS nor any Affiliated Group which includes the Company, UST or VNS (if any) maintains, administers or contributes to, has maintained, administered or contributed to, or has any Liability to contribute to, any Employee Benefit Plan. Exhibit 3.1(m) lists each Employee Benefit Plan that is, or at any time during the past three years was, maintained, administered, contributed to or required to be contributed to by the Company, UST or VNS or any Affiliated Group (if any) which includes or has included the Company, UST or VNS, and the date of termination of each such Employee Benefit Plan (if any) which has been terminated. None of the Company, UST or VNS has any Liability (and there is no basis for the assertion of any Liability) as a result of the Company's, UST's or VNS's or any such Affiliated Group's maintenance, administration or termination of, or contribution to, any Employee Benefit Plan. Neither the Company nor any member of any Affiliated Group (if any) which includes or has included the Company, UST or VNS has ever been required to contribute to any Multiemployer Plan (as defined in ERISA Section 3(37)) nor has incurred any Liability under Title IV of ERISA.

Pension and Employee Benefit Matters. Neither the Acquiror nor PentaStar The Buyer will not suffer any Liability or Adverse Consequence from the Company's, UST's or VNSany Seller's administration or termination of any of its Employee Benefit Plans or from any failure of any pre-Closing or post-Closing distribution of benefits to employees of the Company, UST or VNS any Seller to be made by the Company, UST or VNS such Seller in compliance with all applicable Legal Requirements. Neither the Acquiror nor PentaStar The Buyer will have any no obligation to employ any employee of the Company, UST or VNS any Seller or to continue any Employee Benefit Plan, and will have no Liability under any plan or arrangement maintained by the Company, UST or VNS any Seller for the benefit of any employee. The Company, UST or VNS, as the case may be, Each Seller will remain liable for all costs of employee compensation, including benefits and Taxes relating to employment and employees attributable to periods up to January 1, 2000through the Closing Date, whether reported by the Closing Date or thereafter, and all group health plan continuation coverage to which any employee, former employee or dependent is entitled because of a qualifying event (as defined in Section 4980B(f)(3) of the Code) occurring through the Closing Date or as a result of termination of employment with the Company, UST or VNS any Seller because of the transactions contemplated by this Agreement and any benefit or excise tax liability or penalty or other costs arising from any failure by the Company, UST or VNS any Seller to provide group health plan continuation coverage. Except as set forth on Exhibit 3.1(m3.1(n), neither the Company, UST or VNS any Seller nor any Affiliated Group which includes the Company, UST or VNS any Seller (if any) maintains, administers or contributes to, has maintained, administered or contributed to, or has any Liability to contribute to, any Employee Benefit Plan. Exhibit 3.1(m3.1(n) lists each Employee Benefit Plan that is, or at any time during the past three six years was, maintained, administered, contributed to or required to be contributed to by the Company, UST or VNS any Seller or any Affiliated Group (if any) which includes or has included the Company, UST or VNSany Seller, and the date of termination of each such Employee Benefit Plan (if any) which has been terminated. None of the Company, UST or VNS No Seller has any Liability (and there is no basis for the assertion of any Liability) as a result of the Company's, UST's or VNSany Seller's or any such Affiliated Group's maintenance, administration or termination of, or contribution to, any Employee Benefit Plan. Neither the Company any Seller nor any member of any Affiliated Group (if any) which includes or has included the Company, UST or VNS any Seller has ever been required to contribute to any Multiemployer Plan (as defined in ERISA Section 3(37)) nor has incurred any Liability under Title IV of ERISA.to

Pension and Employee Benefit Matters. Neither the Acquiror nor PentaStar will shall suffer any Liability or Adverse Consequence from the Company's, UST's or VNS's administration or termination of any of its Employee Benefit Plans or from any failure of any pre-Closing or post-Closing distribution of benefits to employees of the Company, UST or VNS Company to be made by the Company, UST or VNS Company in compliance with all applicable Legal Requirements. Neither the Acquiror nor PentaStar will shall have any obligation to employ any employee of the Company, UST or VNS Company or to continue any Employee Benefit Plan, and will shall have no Liability under any plan or arrangement maintained by the Company, UST or VNS Company for the benefit of any employee. The Company, UST or VNS, as the case may be, will Company shall remain liable for all costs of employee compensation, including benefits and Taxes relating to employment and employees attributable to periods up to January 1, 2000through the Closing Date, whether reported by the Closing Date or thereafter, and all group health plan continuation coverage to which any employee, former employee or dependent is entitled because of a qualifying event (as defined in Section 4980B(f)(3) of the Code) occurring through the Closing Date or as a result of termination of employment with the Company, UST or VNS Company because of the transactions contemplated by this Agreement and any benefit or excise tax liability or penalty or other costs arising from any failure by the Company, UST or VNS Company to provide group health plan continuation coverage. Except as set forth on Exhibit 3.1(m), neither the Company, UST or VNS Company nor any Affiliated Group which includes the Company, UST or VNS Company (if any) maintains, administers or contributes to, has maintained, administered or contributed to, or has any Liability to contribute to, any Employee Benefit Plan. Exhibit 3.1(m) lists each Employee Benefit Plan that is, or at any time during the past three years was, maintained, administered, contributed to or required to be contributed to by the Company, UST or VNS or any Affiliated Group (if any) which includes or has included the Company, UST or VNS, and the date of termination of each such Employee Benefit Plan (if any) which has been terminated. None of the Company, UST or VNS has any Liability (and there is no basis for the assertion of any Liability) as a result of the Company's, UST's or VNS's or any such Affiliated Group's maintenance, administration or termination of, or contribution to, any Employee Benefit Plan. Neither the Company nor any member of any Affiliated Group (if any) which includes or has included the Company, UST or VNS has ever been required to contribute to any Multiemployer Plan (as defined in ERISA Section 3(37)) nor has incurred any Liability under Title IV of ERISA.

Pension and Employee Benefit Matters. Neither the Acquiror nor PentaStar The Buyer will not suffer any Liability or Adverse Consequence from the Company's, UST's or VNSany Seller's administration or termination of any of its Employee Benefit Plans or from any failure of any pre-Closing or post-Closing distribution of benefits to employees of the Company, UST or VNS Seller to be made by the Company, UST or VNS Seller in compliance with all applicable Legal Requirements. Neither the Acquiror nor PentaStar The Buyer will have any no obligation to employ any employee of the Company, UST or VNS Seller or to continue any Employee Benefit Plan, and will have no Liability under any plan or arrangement maintained by the Company, UST or VNS Seller for the benefit of any employee. The Company, UST or VNS, as the case may be, Seller will remain liable for all costs of employee compensation, including benefits and Taxes relating to employment and employees attributable to periods up to January 1, 2000through the Closing Date, whether reported by the Closing Date or thereafter, and all group health plan continuation coverage to which any employee, former employee or dependent is entitled because of a qualifying event (as defined in Section 4980B(f)(3) of the Code) occurring through the Closing Date or as a result of termination of employment with the Company, UST or VNS Seller because of the transactions contemplated by this Agreement and any benefit or excise tax liability or penalty or other costs arising from any failure by the Company, UST or VNS Seller to provide group health plan continuation coverage. Except as set forth on Exhibit 3.1(m), neither the Company, UST or VNS Seller nor any Affiliated Group which includes the Company, UST or VNS Seller (if any) maintains, administers or contributes to, has maintained, administered or contributed to, or has any Liability to contribute to, any Employee Benefit Plan. Exhibit 3.1(m) lists each Employee Benefit Plan that is, or at any time during the past three six years was, maintained, administered, contributed to or required to be contributed to by the Company, UST or VNS Seller or any Affiliated Group (if any) which includes or has included the Company, UST or VNSSeller, and the date of termination of each such Employee Benefit Plan (if any) which has been terminated. None of the Company, UST or VNS The Seller has any no Liability (and there is no basis for the assertion of any Liability) as a result of the Company's, UST's or VNSSeller's or any such Affiliated Group's maintenance, administration or termination of, or contribution to, any Employee Benefit Plan. Neither the Company Seller nor any member of any Affiliated Group (if any) which includes or has included the Company, UST or VNS Seller has ever been required to contribute to any Multiemployer Plan (as defined in ERISA Section 3(37)) nor has incurred any Liability under Title IV of ERISA.

Pension and Employee Benefit Matters. Neither the Acquiror nor PentaStar The Buyer will not suffer any Liability or Adverse Consequence from the Company's, UST's or VNSSeller's administration or termination of any of its Employee Benefit Plans or from any failure of any pre-Closing or post-Closing distribution of benefits to employees of the Company, UST or VNS Seller to be made by the Company, UST or VNS Seller in compliance with all applicable Legal Requirements. Neither the Acquiror nor PentaStar The Buyer will have any no obligation to employ any employee of the Company, UST or VNS Seller or to continue any Employee Benefit Plan, and will have no Liability under any plan or arrangement maintained by the Company, UST or VNS Seller for the benefit of any employee. The Company, UST or VNS, as the case may be, Seller will remain liable for all costs of employee compensation, including benefits and Taxes relating to employment and employees attributable to periods up to January 1, 2000through the Closing Date, whether reported by the Closing Date or thereafter, and all group health plan continuation coverage to which any employee, former employee or dependent is entitled because of a qualifying event (as defined in Section 4980B(f)(3) of the Code) occurring through the Closing Date or as a result of termination of employment with the Company, UST or VNS Seller because of the transactions contemplated by this Agreement and any benefit or excise tax liability or penalty or other costs arising from any failure by the Company, UST or VNS Seller to provide group health plan continuation coverage. Except as set forth on Exhibit 3.1(m), neither the Company, UST or VNS Seller nor any Affiliated Group which includes the Company, UST or VNS Seller (if any) maintains, administers or contributes to, has maintained, administered or contributed to, or has any Liability to contribute to, any Employee Benefit Plan. Exhibit 3.1(m) lists each Employee Benefit Plan that is, or at any time during the past three six years was, maintained, administered, contributed to or required to be contributed to by the Company, UST or VNS Seller or any Affiliated Group (if any) which includes or has included the Company, UST or VNSSeller, and the date of termination of each such Employee Benefit Plan (if any) which has been terminated. None Any Employee Benefit Plan disclosed on Exhibit 3.1(m) that is an "employee pension benefit plan" as defined in ERISA Section 3(2), has (i) been determined to be qualified by the Internal Revenue Service, (ii) been maintained since its effective date by all members of the Company, UST or VNS Affiliated Group and (iii) been maintained and administered in accordance with all applicable Legal Requirements. The Seller has any no Liability (and there is no basis for the assertion of any Liability) as a result of the Company's, UST's or VNSSeller's or any such Affiliated Group's maintenance, administration or termination of, or contribution to, any Employee Benefit Plan. Neither the Company Seller nor any member of any Affiliated Group (if any) which includes or has included the Company, UST or VNS Seller has ever been required to contribute to any Multiemployer Plan (as defined in ERISA Section 3(37)) nor has the Seller incurred any Liability under Title IV of ERISA.

Pension and Employee Benefit Matters. Neither the Acquiror nor PentaStar will suffer any Liability or Adverse Consequence from the Company's, UST's or VNS's administration or termination of any of its Employee Benefit Plans or from any failure of any pre-Closing or post-Closing distribution of benefits to employees of the Company, UST or VNS Company to be made by the Company, UST or VNS Company in compliance with all applicable Legal Requirements. Neither the Acquiror nor PentaStar will have any obligation to employ any employee of the Company, UST or VNS Company or to continue any Employee Benefit Plan, and will have no Liability under any plan or arrangement maintained by the Company, UST or VNS Company for the benefit of any employee. The Company, UST or VNS, as the case may be, Company will remain liable for all costs of employee compensation, including benefits and Taxes relating to employment and employees attributable to periods up to January 1, 2000through the Closing Date, whether reported by the Closing Date or thereafter, and all group health plan continuation coverage to which any employee, former employee or dependent is entitled because of a qualifying event (as defined in Section 4980B(f)(3) of the Code) occurring through the Closing Date or as a result of termination of employment with the Company, UST or VNS Company because of the transactions contemplated by this Agreement and any benefit or excise tax liability or penalty or other costs arising from any failure by the Company, UST or VNS Company to provide group health plan continuation coverage. Except as set forth on Exhibit 3.1(m), neither the Company, UST or VNS Company nor any Affiliated Group which includes the Company, UST or VNS Company (if any) maintains, administers or contributes to, has maintained, administered or contributed to, or has any Liability to contribute to, any Employee Benefit Plan. Exhibit 3.1(m) lists each Employee Benefit Plan that is, or at any time during the past three six years was, maintained, administered, contributed to or required to be contributed to by the Company, UST or VNS Company or any Affiliated Group (if any) which includes or has included the Company, UST or VNS, and the date of termination of each such Employee Benefit Plan (if any) which has been terminated. None of the Company, UST or VNS The Company has any no Liability (and there is no basis for the assertion of any Liability) as a result of the Company's, UST's or VNS's or any such Affiliated Group's maintenance, administration or termination of, or contribution to, any Employee Benefit Plan. Neither the Company nor any member of any Affiliated Group (if any) which includes or has included the Company, UST or VNS Company has ever been required to contribute to any Multiemployer Plan (as defined in ERISA Section 3(37)) nor has incurred any Liability under Title IV of ERISA.

Pension and Employee Benefit Matters. Neither the Acquiror nor PentaStar The Buyer will not suffer any Liability or Adverse Consequence from the Company's, USTSeller's or VNSthe Corporation's administration or termination of any of its Employee Benefit Plans or from any failure of any pre-Closing or post-Closing distribution of benefits to employees of the Company, UST Seller or VNS the Corporation to be made by the Company, UST Seller or VNS the Corporation in compliance with all applicable Legal Requirements. Neither the Acquiror nor PentaStar The Buyer will have any no obligation to employ any employee of the Company, UST Seller or VNS the Corporation or to continue any Employee Benefit Plan, and will have no Liability under any plan or arrangement maintained by the Company, UST Seller or VNS the Corporation for the benefit of any employee. The Company, UST or VNS, as Seller and the case may be, Corporation will remain liable for all costs of employee compensation, including benefits and Taxes relating to employment and employees attributable to periods up to January 1, 2000through the Closing Date, whether reported by the Closing Date or thereafter, and all group health plan continuation coverage to which any employee, former employee or dependent is entitled because of a qualifying event (as defined in Section 4980B(f)(3) of the Code) occurring through the Closing Date or as a result of termination of employment with the Company, UST Seller or VNS the Corporation because of the transactions contemplated by this Agreement and any benefit or excise tax liability or penalty or other costs arising from any failure by the Company, UST Seller or VNS the Corporation to provide group health plan continuation coverage. Except as set forth on Exhibit 3.1(m), neither the CompanySeller nor the Corporation, UST or VNS nor any Affiliated Group which includes the Company, UST Seller or VNS the Corporation (if any) maintains, administers or contributes to, has maintained, administered or contributed to, or has any Liability to contribute to, any Employee Benefit Plan. Exhibit 3.1(m) lists each Employee Benefit Plan that is, or at any time during the past three six years was, maintained, administered, contributed to or required to be contributed to by the Company, UST Seller or VNS the Corporation or any Affiliated Group (if any) which includes or has included the Company, UST Seller or VNSthe Corporation, and the date of termination of each such Employee Benefit Plan (if any) which has been terminated. None Any Employee Benefit Plan disclosed on Exhibit 3.1(m) that is an "employee pension benefit plan" as defined in ERISA Section 3(2), has (i) been determined to be qualified by the Internal Revenue Service, (ii) been maintained since its effective date by all members of the Company, UST or VNS Affiliated Group and (iii) been maintained and administered in accordance with all applicable Legal Requirements. Neither the Seller nor the Corporation has any Liability (and there is no basis for the assertion of any Liability) as a result of the CompanySeller's, UST's or VNSthe Corporation's or any such Affiliated Group's maintenance, administration or termination of, or contribution to, any Employee Benefit Plan. Neither the Company Seller, nor the Corporation, nor any member of any Affiliated Group (if any) which includes or has included the Company, UST Seller or VNS the Corporation has ever been required to contribute to any Multiemployer Plan (as defined in ERISA Section 3(37)) nor has incurred any Liability under Title IV of ERISA.

Pension and Employee Benefit Matters. Neither the Acquiror nor PentaStar The Buyer will not suffer any Liability or Adverse Consequence from the Company's, UST's or VNSSeller's administration or termination of any of its Employee Benefit Plans or from any failure of any pre-Closing or post-Closing distribution of benefits to employees of the Company, UST or VNS Seller to be made by the Company, UST or VNS Seller in compliance with all applicable Legal Requirements. Neither the Acquiror nor PentaStar The Buyer will have any no obligation to employ any employee of the Company, UST or VNS Seller or to continue any Employee Benefit Plan, and will have no Liability under any plan or arrangement maintained by the Company, UST or VNS Seller for the benefit of any employee. The Company, UST or VNS, as the case may be, Seller will remain liable for all costs of employee compensation, including benefits and Taxes relating to employment and employees attributable to periods up to January 1, 2000through the Closing Date, whether reported by the Closing Date or thereafter, and all group health plan continuation coverage to which any employee, former employee or dependent is entitled because of a qualifying event (as defined in Section 4980B(f)(3) of the Code) occurring through the Closing Date or as a result of termination of employment with the Company, UST or VNS Seller because of the transactions contemplated by this Agreement and any benefit or excise tax liability or penalty or other costs arising from any failure by the Company, UST or VNS Seller to provide group health plan continuation coverage. Except as set forth on Exhibit 3.1(m), neither the Company, UST or VNS Seller nor any Affiliated Group which includes the Company, UST or VNS Seller (if any) maintains, administers or contributes to, has maintained, administered or contributed to, or has any Liability to contribute to, any Employee Benefit Plan. Exhibit 3.1(m) lists each Employee Benefit Plan that is, or at any time during the past three six years was, maintained, administered, contributed to or required to be contributed to by the Company, UST or VNS Seller or any Affiliated Group (if any) which includes or has included the Company, UST or VNSSeller, and the date of termination of each such Employee Benefit Plan (if any) which has been terminated. None of the Company, UST or VNS The Seller has any no Liability (and there is no basis for the assertion of any Liability) as a result of the Company's, UST's or VNSSeller's or any such Affiliated Group's maintenance, administration or termination of, or contribution to, any Employee Benefit Plan. Neither the Company Seller nor any member of any Affiliated Group (if any) which includes or has included the Company, UST or VNS Seller has ever been required to contribute to any Multiemployer Plan (as defined in ERISA Section 3(37)) nor has incurred any Liability under Title IV of ERISA.