Common use of Withdrawal Liability Clause in Contracts

Withdrawal Liability. (a) Prior to the Closing Date, pursuant to Section 101(l) of ERISA Seller shall or shall cause the applicable Purchased Subsidiary to request the estimated amount of withdrawal liability, if the Purchased Subsidiary withdrew on the last day of the plan year preceding the date of the request, under Part I of Subtitle E of Title IV of ERISA for each Multiemployer Plan to which any Purchased Subsidiary contributes, and shall furnish such estimate to Buyer promptly following receipt thereof. (b) Seller hereby indemnifies Buyer, its Affiliates, including the Purchased Subsidiaries, and agrees to hold each of them harmless from any and all liabilities, including attorney’s and consulting fees, claims and causes of actions, that relate to the “withdrawal liability” (pursuant to Part I of Subtitle E of Title IV of ERISA) of any multiemployer plan (as defined in Section 3(37) or 4001(a)(3) of ERISA) to which Seller, a Purchased Subsidiary, or any of their respective ERISA Affiliates contributes to, or has contributed to; provided that with respect to a Multiemployer Plan, Seller’s indemnity obligations under this ‎Section 9.17(b) apply only to the extent that such liability arises in connection with events occurring prior to the Closing or in connection with the transactions contemplated by this Agreement. ‎Section 9.17(b) shall apply with respect to any withdrawal liability that arises in connection with the transfer of the collective bargaining agreements between ConAgra Foods, Inc. and Bakery, Confectionery, Tobacco Workers & Grain Millers International Local 42, effective on December 8, 2013, and between ConAgra Foods Inc. and Local No. 1 of the Bakery, Confectionery, Tobacco Workers & Grain Millers International Union, effective May 19, 2013. (c) For further avoidance of doubt, Buyer will be solely responsible for any withdrawal liability assessed by the Multiemployer Plans based on any action or decision taken or made by Buyer after Closing.

Withdrawal Liability. (a) Prior KNAC INC shall retain liability for, and shall pay when due, any contributions required to be made by KNAC INC with respect to the Multiemployer Pension Plans under the US CBAs with respect to the period preceding the Closing Date, pursuant to Section 101(l) of ERISA Seller shall or shall cause the applicable Purchased Subsidiary to request the estimated amount of withdrawal liability, if the Purchased Subsidiary withdrew on the last day of the plan year preceding the date of the request, under Part I of Subtitle E of Title IV of ERISA for each Multiemployer Plan to which any Purchased Subsidiary contributes, and shall furnish such estimate to Buyer promptly following receipt thereof. (b) Seller hereby indemnifies BuyerWith respect to each Non-CIE Multiemployer Pension Plan identified on Schedule 4.16(t)(ii), its AffiliatesKNAC INC and US Buyer agree as follows: (i) from and after the Closing Date, including the Purchased Subsidiaries, and agrees to hold each of them harmless from any and all liabilities, including attorney’s and consulting fees, claims and causes of actions, that relate US Buyer shall continue making contributions to the Non-CIE Multiemployer Pension Plan for substantially the same number of contribution base units for which KNAC INC has an obligation to contribute to the Non-CIE Multiemployer Pension Plans under the applicable collective bargaining agreements obligating KNAC INC to make contributions to the Non-CIE Multiemployer Pension Plans; (ii) unless exempt under Pension Benefit Guaranty Corporation Regulations Section 4204.11 or Section 4204.21 or otherwise waived by the Non-CIE Multiemployer Pension Plan, US Buyer shall provide a bond, letter of credit, or escrow in favor of the Non-CIE Multiemployer Pension Plan for a period of five (5) plan years (the “withdrawal liability” (pursuant to Part I 4204 Term”) commencing with the first plan year beginning after the Closing Date in an amount and form that satisfies the requirements of Subtitle E of Title IV of ERISA) of any multiemployer plan (as defined in Section 3(37) or 4001(a)(34204(a)(1)(B) of ERISA; (iii) to which Seller, in the event that US Buyer withdraws in a Purchased Subsidiary, complete or partial withdrawal under Section 4201 of ERISA from any of their respective ERISA Affiliates contributes tothe Non-CIE Multiemployer Pension Plans during the 4204 Term, or has contributed to; provided that with respect and US Buyer fails to a Multiemployer Planmake any withdrawal liability payments when due, Seller’s indemnity obligations under this ‎Section 9.17(b) apply only to the extent that such liability arises in connection with events occurring prior to the Closing or in connection with the transactions contemplated by this Agreement. ‎Section 9.17(b) KNAC INC shall apply with respect to be secondarily liable for any withdrawal liability that arises KNAC INC would have had to the applicable Non-CIE Multiemployer Pension Plan but for the provisions of this Section 6.17(b) and Section 4204 of ERISA; and (iv) in connection with the transfer event that all or substantially all of KNAC INC’s assets are distributed, or if KNAC INC is liquidated during the 4204 Term, then KNAC INC shall provide a bond or amount in escrow equal to the present value of the collective bargaining agreements between ConAgra Foods, Inc. withdrawal liability that KNAC INC would have had but for the provisions of this Section 6.17(b) and Bakery, Confectionery, Tobacco Workers & Grain Millers International Local 42, effective on December 8, 2013, and between ConAgra Foods Inc. and Local No. 1 Section 4204 of the Bakery, Confectionery, Tobacco Workers & Grain Millers International Union, effective May 19, 2013ERISA. (c) For further avoidance Seller will indemnify US Buyer for the cost and expense of doubtany bond, letter of credit or escrow US Buyer will be solely responsible is required to provide under Section 6.17(b). KNAC INC agrees to cooperate with US Buyer in connection with any application for a variance or exemption for any bonding, letter of credit, or escrow requirement made by US Buyer to the PBGC and/or to the Non-CIE Multiemployer Pension Plan. From and after the Closing Date, until final determination, KNAC INC authorizes US Buyer to initiate arbitration, litigation or to do any other act which US Buyer deems, in its discretion, appropriate in order to reduce or eliminate any withdrawal liability assessed or any bonding, letter of credit, or escrow requirement imposed by the Non-CIE Multiemployer Plans based Pension Plan which US Buyer is required to satisfy under the terms of this Section 6.17. KNAC INC agrees to reasonably assist US Buyer, in any proceedings commenced in accordance with this Section 6.17(c). (d) With respect to the CIE Multiemployer Pension Plans, Sellers on any action behalf of themselves agree they will not, and on behalf of each ERISA Affiliate of Sellers, now or decision taken in the future existing, Sellers will cause each such ERISA Affiliate to not, (i) continue to perform work within the jurisdiction of the CIE Multiemployer Pension Plan for which contributions were required under a relevant US CBA or made by Buyer after Closing(ii) within the five-year period following the Closing Date, to resume such work without renewing the obligation to make contributions to such CIE Multiemployer Pension Plan.

Withdrawal Liability. (aWith respect to each Multiemployer Plan listed in Section 3(y) Prior of the Disclosure Schedule, Buyer agrees that it will be obligated to contribute to all such Plans, on and after the Closing Date, with respect to the Seller's operations, for substantially the same number of contribution base units for which Seller had an obligation to contribute prior to the Closing Date, pursuant to Section 101(l) of ERISA . Buyer and Seller shall or shall cause the applicable Purchased Subsidiary to request the estimated amount further agree that if this transaction results in an assessment of withdrawal liabilityliability against the Seller with respect to any Multiemployer Plan, if the Purchased Subsidiary withdrew on the last day of the plan year preceding the date of the request, under Part I of Subtitle E of Title IV of ERISA for each Multiemployer Plan to which any Purchased Subsidiary contributes, and they shall furnish such estimate to Buyer promptly following receipt thereof. (b) Seller hereby indemnifies Buyer, its Affiliates, including the Purchased Subsidiaries, and agrees to hold each of them harmless from take any and all liabilities, including attorney’s and consulting fees, claims and causes actions which are necessary to satisfy the "sale of actions, that relate to the “withdrawal liability” (pursuant to Part I of Subtitle E of Title IV asset exception" under Section 4204 of ERISA, including, without limitation, the posting of a bond (or bonds) by the Buyer with the expense to be split equally by Buyer and Seller in accordance with ERISA Section 4204(a)(1)(C) within a reasonable period of time after the Closing Date. In connection with the foregoing, Seller agrees that it shall remain secondarily liable in accordance with ERISA Section 4204(a)(1)(C) for any multiemployer plan (as defined in Section 3(37) withdrawal liability it would have had to a Multiemployer Plan with respect to its operations if the Buyer incurs a complete or 4001(a)(3) of ERISA) to which Seller, a Purchased Subsidiary, or any of their respective ERISA Affiliates contributes to, or has contributed to; provided that partial withdrawal with respect to a Multiemployer Plan, Seller’s indemnity obligations under this ‎Section 9.17(b) apply only to Plan within the extent that first five plan years of such liability arises in connection with events occurring prior to plan beginning after the Closing or in connection with the transactions contemplated by this Agreement. ‎Section 9.17(b) shall apply with respect to any Date and Buyer's withdrawal liability that arises in connection with the transfer is not paid. If Seller were to withdraw as of the collective bargaining agreements between ConAgra Foods, Inc. and Bakery, Confectionery, Tobacco Workers & Grain Millers International Local 42, effective on December 8, 2013, and between ConAgra Foods Inc. and Local No. 1 Closing Date from each of the Bakery, Confectionery, Tobacco Workers & Grain Millers International Union, effective May 19, 2013. (c) For further avoidance of doubt, Buyer will be solely responsible for any withdrawal liability assessed by the Multiemployer Plans based listed in Section 3(y) of the Disclosure Schedule in a complete withdrawal under Section 4203 of ERISA, Seller's aggregate withdrawal liability to such plans under Subtitle E of ERISA would not exceed an amount set forth on any action or decision taken or made by Buyer after Closingthe Most Recent Balance Sheet, except where such amount would not have a Material Adverse Effect.

Withdrawal Liability. (a) Prior to the Closing Date, pursuant to Section 101(l) of ERISA Seller shall or shall cause the applicable Purchased Subsidiary to request the estimated amount of withdrawal liability, if the Purchased Subsidiary withdrew on the last day of the plan year preceding the date of the request, under Part I of Subtitle E of Title IV of ERISA for each Multiemployer Plan to which any Purchased Subsidiary contributes, and shall furnish such estimate to Buyer promptly following receipt thereof. (b) Seller hereby indemnifies Buyer, its Affiliates, including the Purchased Subsidiaries, and agrees to hold each of them harmless from any and all liabilities, including attorney’s and consulting fees, claims and causes of actions, that relate to the “withdrawal liability” (pursuant to Part I of Subtitle E of Title IV of ERISA) of any multiemployer plan (as defined in Section 3(37) or 4001(a)(3) of ERISA) to which Seller, a Purchased Subsidiary, or any of their respective ERISA Affiliates contributes to, or has contributed to; provided that with respect to a Multiemployer Plan, Seller’s indemnity obligations under this ‎Section Section 9.17(b) apply only to the extent that such liability arises in connection with events occurring prior to the Closing or in connection with the transactions contemplated by this Agreement. ‎Section Section 9.17(b) shall apply with respect to any withdrawal liability that arises in connection with the transfer of the collective bargaining agreements between ConAgra Foods, Inc. and Bakery, Confectionery, Tobacco Workers & Grain Millers International Local 42, effective on December 8, 2013, and between ConAgra Foods Inc. and Local No. 1 of the Bakery, Confectionery, Tobacco Workers & Grain Millers International Union, effective May 19, 2013. (c) For further avoidance of doubt, Buyer will be solely responsible for any withdrawal liability assessed by the Multiemployer Plans based on any action or decision taken or made by Buyer after Closing.