Common use of Target Employee Plan Compliance Clause in Contracts

Target Employee Plan Compliance. Target and its Subsidiaries have, in all material respects, performed all obligations required to be performed by them under, are not in material default or material violation of, and Target has no Knowledge of any material default or material violation by any other party to, any Target Employee Plan, and each Target Employee Plan has been established and maintained, in all material respects, in accordance with its terms and in compliance with Applicable Law, including ERISA and the Code. Each Target Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either (i) applied for a favorable determination letter, prior to the expiration of the requisite remedial amendment period under applicable Treasury Regulations or IRS pronouncements, but has not yet received a response; (ii) obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, on which the employer is entitled to rely, as to its qualified status from the IRS; or (iii) still has a remaining period of time to apply for such a determination letter from the IRS and to make any amendments necessary to obtain a favorable determination, and nothing has occurred since the date of the most recent determination that could reasonably be expected to cause any such Target Employee Plan or trust to fail to qualify under Sections 401(a) or 501(a) of the Code. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Target Employee Plan. There are no actions, suits or claims pending or, to the Knowledge of Target or any ERISA Affiliate, threatened or reasonably anticipated (other than routine claims for benefits) against any Target Employee Plan or against the assets of any Target Employee Plan and, to the Knowledge of Target or any ERISA Affiliate, no fact or circumstance exists that would make such an action, suit or claim likely to occur. Each Target Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Acquiror, Target or any ERISA Affiliate (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or to the Knowledge of Target or any ERISA Affiliate, threatened by the IRS, the United States Department of Labor, or any other Governmental Entity with respect to any Target Employee Plan. Neither Target, nor any ERISA Affiliate is subject to any fine, assessment, penalty or other Tax or liability with respect to any Target Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code or otherwise by operation of law or contract. Target and its applicable Subsidiaries have in all material respects timely made all contributions and other payments required by and due under the terms of each Target Employee Plan. Target has no Knowledge of any event that could give rise to loss of the tax-qualified or tax-exempt status of any Target Employee Plan. All contributions, transfers and payments in respect of any Target Employee Plan maintained in the United States or otherwise subject to the Code, other than transfers incident to an incentive stock option plan within the meaning of Section 422 of the Code, have been or are fully deductible under the Code.

Target Employee Plan Compliance. Each of DCCI and the Target and its Subsidiaries have, in all material respects, Entities has performed all obligations required to be performed by them under, are is not in material default or material violation of, and none of the Target Entities or Target Stockholders has no any Knowledge of any material default or material violation by any other party to, any Target Employee Plan, and each Target Employee Plan has been established and maintained, in all material respects, maintained in accordance with its terms and in compliance with Applicable Lawall applicable laws, statutes, orders, rules and regulations, including ERISA and or the Code. Each Target Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either (i) applied for a favorable determination letterfor, prior to the expiration of the requisite remedial amendment period under applicable Treasury Regulations or IRS pronouncements, but has not yet received a response; (ii) obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, on which the employer is entitled to rely, as to its qualified status from the IRSIRS since January 1, 2000; or (iii) still has a remaining period of time to apply for such a determination letter from the IRS and to make any amendments necessary to obtain a favorable determination, determination and nothing has occurred since the date of the most recent determination that could reasonably be expected to cause any such Target Employee Plan or trust to fail to qualify under Sections § 401(a) or 501(a) of the Code. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Target Employee Plan. There are no actions, suits or claims pending or, to the Knowledge of Target or any ERISA AffiliateTarget, threatened or reasonably anticipated (other than routine claims for benefits) against any Target Employee Plan or against the assets of any Target Employee Plan and, to the Knowledge of Target or any ERISA Affiliate, no fact or circumstance exists that would make such an action, suit or claim likely to occurPlan. Each Target Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Acquiror, any of the Target Entities, DCCI or any ERISA Affiliate (other than ordinary administration expensesexpenses or except as required by law). There are no audits, inquiries or proceedings pending or to the Knowledge of Target or any ERISA AffiliateAffiliates, threatened by the IRS, the United States Department of Labor, or any other Governmental Entity governmental entity with respect to any Target Employee Plan. Neither TargetEach of the Target Entities, nor DCCI and any ERISA Affiliate is not subject to any fine, assessment, penalty or other Tax or liability with respect to any Target Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code or otherwise by operation Code. Each of law or contract. DCCI and the Target and its applicable Subsidiaries have in all material respects Entities has timely made all contributions and other payments required by and due under the terms of each Target Employee Plan. Target has no Knowledge of any event that could give rise to loss of the tax-qualified or tax-exempt status of any Target Employee Plan. All contributions, transfers and payments in respect of any Target Employee Plan maintained in the United States or otherwise subject to the Code, other than transfers incident to an incentive stock option plan within the meaning of Section 422 of the Code, have been or are fully deductible under the Code.

Target Employee Plan Compliance. Target and its Subsidiaries have, in all material respects, has performed all obligations required to be performed by them it under, are is not in material default or material violation of, and Target has no Knowledge of any material default or material violation by any other party to, any Target Employee Plan, and each Target Employee Plan has been established and maintained, in all material respects, maintained in accordance with its terms and in compliance with Applicable Lawall applicable laws, statutes, orders, rules and regulations, including ERISA and or the Code. Each Target Employee Plan intended to be qualified under Section 401(a) of the Code and each trust thereunder intended to qualify under Section 501(a) of the Code has either (i) applied for a favorable determination letter, prior to the expiration of the requisite remedial amendment period under applicable Treasury Regulations or IRS pronouncements, but has not yet received a response; (ii) obtained a at least one favorable determination, notification, advisory and/or opinion letter, as applicable, on which the employer is entitled to rely, as to its qualified status from the IRS; or (iii) still has a remaining period of time to apply for such a determination letter from the IRS and to make any amendments necessary to obtain a favorable determination, determination and nothing has occurred since the date of the most recent determination (if any) that could would reasonably be expected to cause any such Target Employee Plan or trust thereunder to fail to qualify under Sections § 401(a) or 501(a) of the Code. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Target Employee Plan. There are no actions, suits or claims pending or, to the Knowledge of Target or any ERISA AffiliateTarget, threatened or reasonably anticipated (other than routine claims for benefits) against any Target Employee Plan or against the assets of any Target Employee Plan and, to the Knowledge of Target or any ERISA Affiliate, no fact or circumstance exists that would make such an action, suit or claim likely to occurPlan. Each Target Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Acquiror, Target or any ERISA Affiliate (other than ordinary administration expensesexpense). There are no audits, inquiries or proceedings pending or or, to the Knowledge of Target or any ERISA AffiliateAffiliates, threatened by the IRS, the United States Department of LaborDOL, or any other Governmental Entity governmental entity with respect to any Target Employee Plan. Neither Target, Target nor any ERISA Affiliate is subject to any fine, assessment, penalty or other Tax or liability with respect to any Target Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code or otherwise by operation of law or contractCode. Target and its applicable Subsidiaries have in all material respects has timely made all contributions and other payments required by and due under the terms of each Target Employee Plan. Target has no Knowledge of any event that could give rise to loss of the tax-qualified or tax-exempt status of any Target Employee Plan. All contributions, transfers and payments in respect of any Target Employee Plan maintained in the United States or otherwise subject to the Code, other than transfers incident to an incentive stock option plan within the meaning of Section 422 of the Code, have been or are fully deductible under the Code.

Target Employee Plan Compliance. Target and its Subsidiaries have, in all material respects, has performed all obligations required to be performed by them it under, are is not in material default or material violation of, and Target has no Knowledge of any material default or material violation by any other party to, any Target Employee Plan, and each Target Employee Plan has been established and maintained, in all material respects, maintained in accordance with its terms and in compliance with Applicable Lawall applicable laws, statutes, orders, rules and regulations, including ERISA and or the Code. Each Target Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either (i) applied for a favorable determination letter, prior to the expiration of the requisite remedial amendment period under applicable Treasury Regulations or IRS pronouncements, but has not yet received a response; (ii) obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, on which the employer is entitled to rely, as to its qualified status from the IRS; or (iii) still has a remaining period of time to apply for such a determination letter from the IRS and to make any amendments necessary to obtain a favorable determination, determination and nothing has occurred since the date of the most recent determination that could reasonably be expected to cause any such Target Employee Plan or trust to fail to qualify under Sections § 401(a) or 501(a) of the Code. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Target Employee Plan. There are no actions, suits or claims pending or, to the Knowledge of Target or any ERISA AffiliateTarget, threatened or reasonably anticipated (other than routine claims for benefits) against any Target Employee Plan or against the assets of any Target Employee Plan and, to the Knowledge of Target or any ERISA Affiliate, no fact or circumstance exists that would make such an action, suit or claim likely to occurPlan. Each Target Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Acquiror, Target or any ERISA Affiliate (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or to the Knowledge of Target or any ERISA AffiliateAffiliates, threatened by the IRS, the United States Department of LaborDOL, or any other Governmental Entity governmental entity with respect to any Target Employee Plan. Neither Target, Target nor any ERISA Affiliate is subject to any fine, assessment, penalty or other Tax or liability with respect to any Target Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code or otherwise by operation of law or contract. Target and its applicable Subsidiaries have in all material respects has timely made all contributions and other payments required by and due under the terms of each Target Employee Plan. Target has no Knowledge of any event that could give rise to loss of the tax-qualified or tax-exempt status of any Target Employee Plan. All contributions, transfers and payments in respect of any Target Employee Plan maintained in the United States or otherwise subject to the Code, other than transfers incident to an incentive stock option plan within the meaning of Section 422 of the Code, have been or are fully deductible under the Code.

Target Employee Plan Compliance. Target and its Subsidiaries have, in and is ERISA Affiliates have performed all material respects, performed all obligations required to be performed by them under, are not in material default or material violation of, and Target has no to the Knowledge of Target, there has not occurred any material default or material violation by any other party to, any Target Employee Plan, and each Target Employee Plan has been established and maintained, maintained in all material respects, respects in accordance with its terms and in compliance in all material respects with Applicable Law, including ERISA and or the Code. Each Target Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either (i) applied for a favorable determination letter, prior to the expiration of the requisite remedial amendment period under applicable Treasury Regulations or IRS pronouncements, but has not yet received a response; (ii) obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, on which the employer is entitled to rely, as to its qualified status from the IRS; or (iii) still has a remaining period of time to apply for such a determination letter from the IRS and to make any amendments necessary to obtain a favorable determination, and nothing has occurred since the date of the most recent determination that could reasonably be expected to cause any such Target Employee Plan or trust to fail to qualify under Sections § 401(a) or 501(a) of the Code. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Target Employee Plan. There are no actions, suits or claims pending or, or to the Knowledge of Target or any ERISA AffiliateTarget, threatened or reasonably anticipated (other than routine claims for benefits) against any Target Employee Plan or against the assets of any Target Employee Plan and, to the Knowledge of Target or any ERISA Affiliate, and no fact or circumstance exists that would make such an action, suit or claim likely to occur. Each Target Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without any termination fees, service fees, liquidation charges, surrender charges or other liability to Acquiror, Target or any ERISA Affiliate (other than ordinary administration expenses). Each Target Option may, in connection with the Merger, be cancelled and extinguished as of the Effective Time as is provided in Sections 2.7(a) and 2.7(b) without payment of consideration to any Party. There are no no, and in the past six (6) years have been no, audits, inquiries or proceedings pending or to the Knowledge of Target Target, or any ERISA Affiliate, threatened by the IRS, the United States Department of Labor, or any other Governmental Entity with respect to any Target Employee Plan. Neither Target, nor any Subsidiary of Target, nor any ERISA Affiliate is subject to any fine, assessment, penalty or other Tax or liability with respect to any Target Employee Plan under Section 502(i) Title I of ERISA or Sections 4975 through 4980 Chapter 43 of the Code or otherwise by operation of law or contract. Target and its applicable Subsidiaries and ERISA Affiliates have in all material respects timely made all contributions and other payments required by and due under the terms of each Target Employee Plan. Target has There is no Knowledge of any event that could give rise to loss of the tax-qualified or tax-exempt status of any Target Employee Plan. All contributions, transfers and payments in respect of any Target Employee Plan maintained in the United States or otherwise subject to the Code, other than transfers incident to an incentive stock option plan within the meaning of Section 422 of the Code, have been or are fully deductible under the Code. The Target and its Subsidiaries and ERISA Affiliates have paid all amounts each is required to pay as contributions to the Target Employee Plans as of the date of this Agreement; all benefits accrued under any unfunded Target Employee Plan will have been paid, accrued or otherwise adequately reserved in accordance with GAAP.

Target Employee Plan Compliance. Target and its Subsidiaries have, and its ERISA Affiliates have performed in all material respects, performed respects all obligations required to be performed by them under, are not in material default or violation in any material violation respect of, and Target to the Target’s Knowledge there has no Knowledge of not occurred any material default or material violation by any other party to, any Target Employee Plan, and each Target Employee Plan has been established and maintained, in all material respects, in accordance with its terms and in compliance with Applicable Law, including ERISA and or the Code. Each Target Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either (i) applied for a favorable determination letter, prior to the expiration of the requisite remedial amendment period under applicable Treasury Regulations or IRS pronouncements, but has not yet received a response; (ii) obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, on which the employer is entitled to rely, as to its qualified status from the IRS; or (iii) still has a remaining period of time to apply for such a determination letter from the IRS and to make any amendments necessary to obtain a favorable determination, and nothing has occurred since the date of the most recent determination that could reasonably be expected to cause any such Target Employee Plan or trust to fail to qualify under Sections § 401(a) or 501(a) of the Code. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Target Employee Plan. There are no actions, suits or claims pending or, to the Knowledge of Target or any ERISA Affiliate, threatened or reasonably anticipated (other than routine claims for benefits) against any Target Employee Plan or against the assets of any Target Employee Plan and, to the Knowledge of Target or any ERISA Affiliate, and no fact or circumstance exists that would make such an action, suit or claim likely to occur. Each Target Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Acquiror, Target or any ERISA Affiliate (other than ordinary administration expenses). There are no no, and in the past six (6) years have been no, audits, inquiries or proceedings pending or to the Knowledge of Target or any ERISA Affiliate, threatened by the IRS, the United States Department of Labor, or any other Governmental Entity with respect to any Target Employee Plan. Neither Target, nor any Subsidiary of Target, nor any ERISA Affiliate is subject to any fine, assessment, penalty or other Tax or liability with respect to any Target Employee Plan under Section 502(i) Title I of ERISA or Sections 4975 through 4980 Chapter 43 of the Code or otherwise by operation of law or contract. Target and its applicable Subsidiaries have in all material respects timely made all contributions and other payments required by and due under the terms of each Target Employee Plan. Target has There is no Knowledge of any event that could give rise to loss of the tax-qualified or tax-exempt status of any Target Employee Plan. All contributions, transfers and payments in respect of any Target Employee Plan maintained in the United States or otherwise subject to the Code, other than transfers incident to an incentive stock option plan within the meaning of Section 422 of the Code, have been or are fully deductible under the Code. Target and its Subsidiaries have paid all amounts each is required to pay as contributions to the Target Employee Plans as of the date of this Agreement; all benefits accrued under any unfunded Target Employee Plan will have been paid, accrued or otherwise adequately reserved in accordance with GAAP.

Target Employee Plan Compliance. Each of DCCI and the Target and its Subsidiaries have, in all material respects, Entities has performed all obligations required to be performed by them under, are is not in material default or material violation of, and none of the Target Entities or Target Stockholders has no any Knowledge of any material default or material violation by any other party to, any Target Employee Plan, and each Target Employee Plan has been established and maintained, in all material respects, maintained in accordance with its terms and in compliance with Applicable Lawall applicable laws, statutes, orders, rules and regulations, including ERISA and or the Code. Each Target Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either (i) applied for a favorable determination letterfor, prior to the expiration of the requisite remedial amendment period under applicable Treasury Regulations or IRS pronouncements, but has not yet received a response; (ii) obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, on which the employer is entitled to rely, as to its qualified status from the IRSIRS since January 1, 2000; or (iii) still has a remaining period of time to apply for such a determination letter from the IRS and to make any amendments necessary to obtain a favorable determination, determination and nothing has occurred since the date of the most recent determination that could reasonably be expected to cause any such Target Employee Plan or trust to fail to qualify under Sections § 401(a) or 501(a) of the Code. No “"prohibited transaction,” " within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Target Employee Plan. There are no actions, suits or claims pending or, to the Knowledge of Target or any ERISA AffiliateTarget, threatened or reasonably anticipated (other than routine claims for benefits) against any Target Employee Plan or against the assets of any Target Employee Plan and, to the Knowledge of Target or any ERISA Affiliate, no fact or circumstance exists that would make such an action, suit or claim likely to occurPlan. Each Target Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Acquiror, any of the Target Entities, DCCI or any ERISA Affiliate (other than ordinary administration expensesexpenses or except as required by law). There are no audits, inquiries or proceedings pending or to the Knowledge of Target or any ERISA AffiliateAffiliates, threatened by the IRS, the United States Department of Labor, or any other Governmental Entity governmental entity with respect to any Target Employee Plan. Neither TargetEach of the Target Entities, nor DCCI and any ERISA Affiliate is not subject to any fine, assessment, penalty or other Tax or liability with respect to any Target Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code or otherwise by operation Code. Each of law or contract. DCCI and the Target and its applicable Subsidiaries have in all material respects Entities has timely made all contributions and other payments required by and due under the terms of each Target Employee Plan. Target has no Knowledge of any event that could give rise to loss of the tax-qualified or tax-exempt status of any Target Employee Plan. All contributions, transfers and payments in respect of any Target Employee Plan maintained in the United States or otherwise subject to the Code, other than transfers incident to an incentive stock option plan within the meaning of Section 422 of the Code, have been or are fully deductible under the Code.

Target Employee Plan Compliance. Target and its Subsidiaries have, has performed in all material respects, performed respects all material obligations required to be performed by them it under, are is not in material default or material violation of, and Target has no Knowledge of any material default or material violation by any other party to, any Target Employee Plan, and each Target Employee Plan has been established and maintained, maintained in all material respects, respects in accordance with its terms and in material compliance with Applicable Lawall applicable laws, statutes, orders, rules and regulations, including ERISA and or the Code. Each Target Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either (i) applied for a favorable determination letter, prior to the expiration of the requisite remedial amendment period under applicable Treasury Regulations or IRS pronouncements, but has not yet received a response; (ii) obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, on which the employer is entitled to rely, as to its qualified status from the IRSIRS since January 1, 2000; or (iii) still has a remaining period of time to apply for such a determination letter from the IRS and to make any amendments necessary to obtain a favorable determination, determination and nothing has occurred since the date of the most recent determination that could would reasonably be expected to cause any such Target Employee Plan or trust to fail to qualify under Sections § 401(a) or 501(a) of the Code. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Target Employee Plan, which would reasonably be expected to result in a material liability to the Target. There are no actions, suits or claims pending or, to the Knowledge of Target or any ERISA AffiliateTarget, threatened or reasonably anticipated (other than routine claims for benefits) against any Target Employee Plan or against the assets of any Target Employee Plan and, to the Knowledge of Target or any ERISA Affiliate, no fact or circumstance exists that would make such an action, suit or claim likely to occurPlan. Each Target Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, terms without material liability to Acquiror, Target or any ERISA Affiliate (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or or, to the Knowledge of Target or any ERISA AffiliateAffiliates, threatened by the IRS, the United States Department of LaborDOL, or any other Governmental Entity with respect to any Target Employee Plan. Neither Target, Target nor any ERISA Affiliate is subject to any fine, assessment, material penalty or other Tax or liability with respect to any Target Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code or otherwise by operation of law or contractCode. Target and its applicable Subsidiaries have in all material respects timely has made all contributions and other payments required by and due under the terms of each Target Employee Plan. Target has no Knowledge of any event that could give rise to loss of the tax-qualified or tax-exempt status of any Target Employee Plan. All contributions, transfers and payments in respect of any Target Employee Plan maintained in the United States or otherwise subject to the Code, other than transfers incident to an incentive stock option plan within the meaning of Section 422 of the Code, have been or are fully deductible under the Code.

Target Employee Plan Compliance. Except as provided in Section 3.23(c) of the Target and its Subsidiaries haveDisclosure Schedule, Target has performed in all material respects, performed respects all obligations required to be performed by them under, are it under and is not in material default or material violation of, and Target has no Knowledge of any material default or material violation by any other party to, any Target Employee Plan, and to Target’s Knowledge each Target Employee Plan has been established and maintained, maintained in all material respects, respects in accordance with its terms and in compliance with Applicable applicable Law, including ERISA and or the Code. Each Target Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either (i) applied for a favorable determination letter, prior to the expiration of the requisite remedial amendment period under applicable Treasury Regulations or IRS pronouncements, but has not yet received a response; (ii) obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, on which the employer is entitled to rely, as to its qualified status from the IRS; or (iii) still has a remaining period of time to apply for such a determination letter from the IRS and to make any amendments necessary to obtain a favorable determination, and to Target’s Knowledge nothing has occurred since the date of the most recent determination that could reasonably be expected to cause any such Target Employee Plan or trust to fail to qualify under Sections § 401(a) or 501(a) of the Code. No “Except as provided in Section 3.23(c) of the Target Disclosure Schedule, no "prohibited transaction,” " within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, 39 and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Target Employee Plan. There are no actions, suits or claims pending or, to the Knowledge of Target or any ERISA AffiliateAffiliates, threatened or reasonably anticipated (other than routine claims for benefits) against any Target Employee Plan or against the assets of any Target Employee Plan and, to the Knowledge of Target or any ERISA AffiliateAffiliates, no fact or circumstance exists that would make such an action, suit or claim reasonably likely to occur. Each Target Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Acquiror, Target or any ERISA Affiliate (other than ordinary administration expenses), other than those Target Employee Plans identified on Section 3.24(a) of the Target Disclosure Schedule that require assent of a participant thereof to effect an amendment or termination. There are no audits, inquiries or proceedings pending or that have been initiated, or to the Knowledge of Target or any ERISA AffiliateTarget, threatened are reasonably likely to be initiated, by the IRS, the United States Department of Labor, or any other Governmental Entity Authority with respect to any Target Employee Plan. Neither Target, Target nor any ERISA Affiliate is subject to any material fine, assessment, penalty or other Tax or liability with respect to any Target Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code or otherwise by operation of law or contract. Target and its applicable Subsidiaries have has timely made in all material respects timely made all contributions and other payments required by and due under the terms of each Target Employee Plan. Except as provided in Section 3.23(c) of the Target Disclosure Schedule, Target has no Knowledge of any event that could would give rise to loss of the tax-qualified or tax-exempt status of any Target Employee Plan. All contributions, transfers and payments in respect of any Target Employee Plan maintained in the United States or otherwise subject to the Code, other than transfers incident to an incentive stock option plan within the meaning of Section 422 of the Code, have been or are fully deductible under the Code.

Target Employee Plan Compliance. To the Knowledge of Target, Target and its Subsidiaries have, in all material respects, has performed all obligations required to be performed by them it under, are is not in material default or material violation of, and Target has no Knowledge of any material default or material violation by any other party to, any Target Employee Plan, and each Target Employee Plan has been established and maintained, in all material respects, maintained in accordance with its material terms and in substantial compliance with Applicable Lawall applicable laws, statutes, orders, rules and regulations, including ERISA and or the Code. Each Target Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either (i) applied for a favorable determination letter, prior to the expiration of the requisite remedial amendment period under applicable Treasury Regulations or IRS pronouncements, but has not yet received a response; (ii) obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, on which the employer is entitled to rely, as to its qualified status from the IRSIRS since January 1, 2000; or (iii) still has a remaining period of time to apply for such a determination letter from the IRS and to make any amendments necessary to obtain a favorable determination, determination and nothing has occurred since the date of the most recent determination that could reasonably be expected to cause any such Target Employee Plan or trust to fail to qualify under Sections § 401(a) or 501(a) of the Code. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Target Employee Plan. There are no actions, suits or claims pending or, to the Knowledge of Target or any ERISA AffiliateTarget, threatened or reasonably anticipated (other than routine claims for benefits) against any Target Employee Plan or against the assets of any Target Employee Plan and, to the Knowledge of Target or any ERISA Affiliate, no fact or circumstance exists that would make such an action, suit or claim likely to occurPlan. Each Target Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Acquiror, Target or any ERISA Affiliate (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or to the Knowledge of Target or any ERISA AffiliateAffiliates, threatened by the IRS, the United States Department of LaborDOL, or any other Governmental Entity governmental entity with respect to any Target Employee Plan. Neither Target, Target nor any ERISA Affiliate is subject to any fine, assessment, penalty or other Tax or liability with respect to any Target Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code or otherwise by operation of law or contractCode. Target and its applicable Subsidiaries have in all material respects has timely made all contributions and other payments required by and due under the terms of each Target Employee Plan. Target has no Knowledge of any event that could give rise to loss of the tax-qualified or tax-exempt status of any Target Employee Plan. All contributions, transfers and payments in respect of any Target Employee Plan maintained in the United States or otherwise subject to the Code, other than transfers incident to an incentive stock option plan within the meaning of Section 422 of the Code, have been or are fully deductible under the Code.