Common use of Representations with Respect to Plans Clause in Contracts

Representations with Respect to Plans. Except as disclosed on DISCLOSURE SCHEDULE 2.18, the Company does not sponsor, maintain, or contribute to any employee benefit plans within the meaning of section 3(3) of ERISA, which are subject to Title I of ERISA (the "ERISA Plans"). Each pension plan within the meaning of section 3(2) of ERISA ("Pension Plan") is identified on DISCLOSURE SCHEDULE 2.18. The following representations are made with regard to the ERISA Plans or the Pension Plans, if any and so limited: (i) The Company does not contribute to, or have an obligation to contribute to, or has at any time contributed to or had an obligation to contribute to, sponsor, or maintain, or at any time has sponsored or maintained, a multiemployer plan within the meaning of section 3(37) of ERISA and the Company has not incurred any withdrawal liability, or suffered a "complete withdrawal" or a "partial withdrawal" with respect to a multiemployer plan; (ii) The Pension Plans are qualified plans, have remained qualified under the Code since inception and have been determined by the Internal Revenue Service ("IRS") to be so qualified, and the IRS has taken no action to revoke such determination or qualification; (iii) The Company has, in all material respects, performed all obligations, whether arising by operation of law, contract, or past custom, required to be performed under or in connection with the ERISA Plans, and the Company does not have any knowledge of any default or violation by any other party with respect to the ERISA Plans; (iv) To Seller's knowledge, the Company has complied in all material respects with ERISA, and, where applicable, the Code, regarding the ERISA Plans; (v) All reports and disclosures relating to the ERISA Plans required to be filed with or furnished to governmental agencies, plan participants, or plan beneficiaries have been or will be filed or furnished in accordance with applicable law in a timely manner; (vi) There are no Actions pending (other than routine claims for benefits) or, to the knowledge of the Seller threatened, against any ERISA Plan or against the assets funding any ERISA Plan; (vii) Full payment has been or will be made, in accordance with section 404(a)(6) of the Code, of all amounts which the Company is required to pay under the terms of the Pension Plans as contributions to the Pension Plans as of the last day of the most recent plan year of the Pension Plans ended before the date of this Agreement, and neither the Pension Plans nor the trusts established there under have incurred any "accumulated funding deficiency" (as defined in section 302 of ERISA and section 412 of the Code), whether or not waived, as of the last day of the most recent plan year of the Pension Plans ended before the date of this Agreement; (viii) The Company maintains adequate accruals on its books to reflect accrued contributions to each of the Pension Plans for the current plan year and to reflect accrued medical and dental claims incurred, but not yet paid, under the terms of any ERISA Plan which is a welfare plan within the meaning of section 3(1) of ERISA (a "Welfare Plan"); (ix) No transaction has occurred with respect to the Pension Plans or the assets thereof which could result in the imposition on the Seller or the administrators or trustees under the Pension Plans, either directly or indirectly, of taxes or penalties imposed under section 4975 of the Code or section 502(i) of ERISA; (x) With respect to the Pension Plans, regardless of whether such plans are subject to Title IV of ERISA, no termination or reportable event, as defined in section 4043(b) of ERISA has occurred or is anticipated to occur; (xi) As of the most recently dated plan statement received by the Company, the fair market value of assets of each Pension Plan which is a "defined benefit plan" as defined in section 3 (35) of ERISA ("Defined Benefit Plan") equals or exceeds the aggregate present value of the accrued benefits there under of all participants, computed on a "plan termination basis," based upon actuarial assumptions which are reasonable in the aggregate; (xii) Other than applications for determination, no action is pending with respect to the Pension Plans before the IRS, the Department of Labor, the Pension Benefit Guaranty Corporation ("PBGC") or before any state or local governmental agency; (xiii) No act or omission constituting a breach of fiduciary duties has occurred with respect to the ERISA Plans or the assets thereof, which could subject the Seller or the Purchaser, either directly or indirectly, to any liability; (xiv) No liability under Title IV of ERISA has been incurred by the Company which has been satisfied in full and the Company does not know of any facts or circumstances which might give rise to any liability of the Company under Title IV of ERISA which could reasonably be anticipated to result in any claims being made against the Purchaser or the Seller by the PBGC; (xv) The PBGC has not instituted any proceedings to terminate any of the Pension Plans; and (xvi) Each Welfare Plan is intended to meet currently applicable requirements for tax-favored treatment under Subchapter B of Chapter 1 of the Code, is in compliance with such requirements, and if applicable, with the requirements of sections 419 and 419A of the Code, and there is no disqualified benefit (as such term is defined in section 4976(a) of the Code) which would subject the Seller or the Purchaser to a tax under section 4976.

Representations with Respect to Plans. Except as disclosed on DISCLOSURE SCHEDULE 2.18Schedule D, the Company Seller does not sponsor, maintain, or contribute to any employee benefit plans within the meaning of section 3(3) of ERISA, which are subject to Title I of ERISA (the "ERISA Plans"). Each pension plan within the meaning of section 3(2) of ERISA ("Pension Plan") is identified on DISCLOSURE SCHEDULE 2.18. Schedule D. The following representations are made with regard to the ERISA Plans or the Pension Plans, if any and so limited: (i) The Company the Seller does not contribute to, or have an obligation to contribute to, or has at any time contributed to or had an obligation to contribute to, sponsor, or maintain, or at any time has sponsored or maintained, a multiemployer plan within the meaning of section 3(37) of ERISA and the Company Seller has not incurred any withdrawal liability, or suffered a "complete withdrawal" or a "partial withdrawal" with respect to a multiemployer plan; (ii) The the Pension Plans are qualified plans, have remained qualified under the Code since inception and have been determined by the Internal Revenue Service ("IRS") to be so qualified, and the IRS has taken no action to revoke such determination or qualification; (iii) The Company the Seller has, in all material respects, performed all obligations, whether arising by operation of law, contract, or past custom, required to be performed under or in connection with the ERISA Plans, and the Company Seller does not have any knowledge of any default or violation by any other party with respect to the ERISA Plans; (iv) To Seller's knowledge, the Company Seller has complied in all material respects with ERISA, and, where applicable, the Code, regarding the ERISA Plans; (v) All all reports and disclosures relating to the ERISA Plans required to be filed with or furnished to governmental agencies, plan participants, or plan beneficiaries have been or will be filed or furnished in accordance with applicable law in a timely manner; (vi) There there are no Actions pending (other than routine claims for benefits) or, to the knowledge of the Seller threatened, against any ERISA Plan or against the assets funding any ERISA Plan; (vii) Full full payment has been or will be made, in accordance with section 404(a)(6) of the Code, of all amounts which the Company Seller is required to pay under the terms of the Pension Plans as contributions to the Pension Plans as of the last day of the most recent plan year of the Pension Plans ended before the date of this Agreement, and neither the Pension Plans nor the trusts established there under thereunder have incurred any "accumulated funding deficiency" (as defined in section 302 of ERISA and section 412 of the Code), whether or not waived, as of the last day of the most recent plan year of the Pension Plans ended before the date of this Agreement; (viii) The Company the Seller maintains adequate accruals on its books to reflect accrued contributions to each of the Pension Plans for the current plan year and to reflect accrued medical and dental claims incurred, but not yet paid, under the terms of any ERISA Plan which is a welfare plan within the meaning of section 3(1) of ERISA (a "Welfare Plan"); (ix) No no transaction has occurred with respect to the Pension Plans or the assets thereof which could result in the imposition on the Seller or the administrators or trustees under the Pension Plans, either directly or indirectly, of taxes or penalties imposed under section 4975 of the Code or section 502(i) of ERISA; (x) With with respect to the Pension Plans, regardless of whether such plans are subject to Title IV of ERISA, no termination or reportable event, as defined in section 4043(b) of ERISA has occurred or is anticipated to occur; (xi) As as of the most recently dated plan statement received by the CompanySeptember 30th, 2008, the fair market value of assets of each Pension Plan which is a "defined benefit plan" as defined in section 3 (353(35) of ERISA ("Defined Benefit Plan") equals or exceeds the aggregate present value of the accrued benefits there under thereunder of all participants, computed on a "plan termination basis," based upon actuarial assumptions which are reasonable in the aggregate; (xii) Other other than applications for determination, no action is pending with respect to the Pension Plans before the IRS, the Department of Labor, the Pension Benefit Guaranty Corporation ("PBGC") or before any state or local governmental agency; (xiii) No no act or omission constituting a breach of fiduciary duties has occurred with respect to the ERISA Plans or the assets thereof, thereof which could subject the Seller or the Purchaser, either directly or indirectly, to any liability; (xiv) No no liability under Title IV of ERISA has been incurred by the Company Seller since the effective date of ERISA, other than liability for premiums due to the PBGC which has been satisfied in full and the Company Seller does not know of any facts or circumstances which might give rise to any liability of the Company Seller under Title IV of ERISA which could reasonably be anticipated to result in any claims being made against the Purchaser or the Seller by the PBGC; (xv) The the PBGC has not instituted any proceedings to terminate any of the Pension Plans; and (xvi) Each each Welfare Plan is intended to meet currently applicable requirements for tax-favored treatment under Subchapter B of Chapter 1 of the Code, is in compliance with such requirements, and if applicable, with the requirements of sections 419 and 419A of the Code, and there is no disqualified benefit (as such term is defined in section 4976(a) of the Code) which would subject the Seller or the Purchaser to a tax under section 4976.

Representations with Respect to Plans. Except as disclosed on DISCLOSURE SCHEDULE Disclosure Schedule 2.18, the Company does not sponsor, maintain, or contribute to any employee benefit plans within the meaning of section 3(3) of ERISA, which are subject to Title I of ERISA (the "ERISA Plans"). Each pension plan within the meaning of section 3(2) of ERISA ("Pension Plan") is identified on DISCLOSURE SCHEDULE Disclosure Schedule 2.18. The following representations are made with regard to the ERISA Plans or the Pension Plans, if any and so limited: (i) The Company does not contribute to, or have an obligation to contribute to, or has at any time contributed to or had an obligation to contribute to, sponsor, or maintain, or at any time has sponsored or maintained, a multiemployer plan within the meaning of section 3(37) of ERISA and the Company has not incurred any withdrawal liability, or suffered a "complete withdrawal" or a "partial withdrawal" with respect to a multiemployer plan; (ii) The Pension Plans are qualified plans, have remained qualified under the Code since inception and have been determined by the Internal Revenue Service ("IRS") to be so qualified, and the IRS has taken no action to revoke such determination or qualification; (iii) The Company has, in all material respects, performed all obligations, whether arising by operation of law, contract, or past custom, required to be performed under or in connection with the ERISA Plans, and the Company does not have any knowledge of any default or violation by any other party with respect to the ERISA Plans; (iv) To Seller's knowledge, the Company has complied in all material respects with ERISA, and, where applicable, the Code, regarding the ERISA Plans; (v) All reports and disclosures relating to the ERISA Plans required to be filed with or furnished to governmental agencies, plan participants, or plan beneficiaries have been or will be filed or furnished in accordance with applicable law in a timely manner; (vi) There are no Actions pending (other than routine claims for benefits) or, to the knowledge of the Seller threatened, against any ERISA Plan or against the assets funding any ERISA Plan; (vii) Full payment has been or will be made, in accordance with section 404(a)(6) of the Code, of all amounts which the Company is required to pay under the terms of the Pension Plans as contributions to the Pension Plans as of the last day of the most recent plan year of the Pension Plans ended before the date of this Agreement, and neither the Pension Plans nor the trusts established there under have incurred any "accumulated funding deficiency" (as defined in section 302 of ERISA and section 412 of the Code), whether or not waived, as of the last day of the most recent plan year of the Pension Plans ended before the date of this Agreement; (viii) The Company maintains adequate accruals on its books to reflect accrued contributions to each of the Pension Plans for the current plan year and to reflect accrued medical and dental claims incurred, but not yet paid, under the terms of any ERISA Plan which is a welfare plan within the meaning of section 3(1) of ERISA (a "Welfare Plan"); (ix) No transaction has occurred with respect to the Pension Plans or the assets thereof which could result in the imposition on the Seller or the administrators or trustees under the Pension Plans, either directly or indirectly, of taxes or penalties imposed under section 4975 of the Code or section 502(i) of ERISA; (x) With respect to the Pension Plans, regardless of whether such plans are subject to Title IV of ERISA, no termination or reportable event, as defined in section 4043(b) of ERISA has occurred or is anticipated to occur; (xi) As of the most recently dated plan statement received by the Company, the fair market value of assets of each Pension Plan which is a "defined benefit plan" as defined in section 3 (353(35) of ERISA ("Defined Benefit Plan") equals or exceeds the aggregate present value of the accrued benefits there under of all participants, computed on a "plan termination basis," based upon actuarial assumptions which are reasonable in the aggregate; (xii) Other than applications for determination, no action is pending with respect to the Pension Plans before the IRS, the Department of Labor, the Pension Benefit Guaranty Corporation ("PBGC") or before any state or local governmental agency; (xiii) No act or omission constituting a breach of fiduciary duties has occurred with respect to the ERISA Plans or the assets thereof, which could subject the Seller or the Purchaser, either directly or indirectly, to any liability; (xiv) No liability under Title IV of ERISA has been incurred by the Company which has been satisfied in full and the Company does not know of any facts or circumstances which might give rise to any liability of the Company under Title IV of ERISA which could reasonably be anticipated to result in any claims being made against the Purchaser or the Seller by the PBGC; (xv) The PBGC has not instituted any proceedings to terminate any of the Pension Plans; and (xvi) Each Welfare Plan is intended to meet currently applicable requirements for tax-favored treatment under Subchapter B of Chapter 1 of the Code, is in compliance with such requirements, and if applicable, with the requirements of sections 419 and 419A of the Code, and there is no disqualified benefit (as such term is defined in section 4976(a) of the Code) which would subject the Seller or the Purchaser to a tax under section 4976.