For Employee Benefit Plans Sample Clauses

For Employee Benefit Plans. A certificate of an appropriate officer certifying that the subscription has been authorized and identifying the individual empowered to sign the Subscription Documents.
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For Employee Benefit Plans. (INCLUDING XXXXX PLANS): Initial ____ (a) The undersigned is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the decision to invest in the Company was made by a plan fiduciary (as defined in Section 3(21) of ERISA), which is either a bank, savings and loan association, insurance company or registered investment advisor. With respect to undersigned, none of the Company, Shoreline Pacific Institutional Finance, the Institutional Division of Financial West Group ("Shoreline Pacific"), counsel for the Company nor, to the knowledge of the undersigned, any of their affiliates, is currently, has within the prior 12 months or will (other than as may occur through the Purchase Agreement relating to the Preferred Shares) exercise, or have exercised, any discretionary authority or control over plan management or plan assets; render, or have rendered, investment advice with respect to plan assets for a direct or indirect fee or other compensation; or have, or have had, any discretionary authority or responsibility in plan administration. Please state the name of each plan fiduciary with respect to the plan: __________________________________________________________________ __________________________________________________________________ or Initial ____ (b) The undersigned is an employee benefit plan within the meaning of ERISA and has total assets in excess of $5,000,000. With respect to undersigned, none of the Company, Shoreline Pacific, counsel for the Company nor, to the knowledge of the undersigned, any of their affiliates, is currently, has within the prior 12 months or will (other than as may occur through the Purchase Agreement relating to the Preferred Shares) exercise, or have exercised, any discretionary authority or control over plan management or plan assets; render, or have rendered, investment advice with respect to plan assets for a direct or indirect fee or other compensation; or have, or have had, any discretionary authority or responsibility in plan administration. or Initial ____ (c) The undersigned is an employee benefit plan within the meaning of ERISA, the plan is self-directed, and the investment decision is being made by a plan participant who is an accredited investor with a net worth of at least $1,000,000 or with annual income of at least $200,000 (individual) or $300,000 (joint). With respect to undersigned, none of the Company, Shoreline Pacific, counsel for t...
Sample 1
For Employee Benefit Plans. (i) Is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the decision to invest in the Company was made by a plan fiduciary (as defined in Section 3(21) of ERISA), which is either a bank, savings and loan association, insurance company or registered investment adviser. The name of such plan fiduciary is: ;
Sample 1
For Employee Benefit Plans o (BS) The Subscriber hereby certifies that it is an accredited investor because it is an employee benefit plan within the meaning of the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the decision to invest in the Partnership was made by a plan fiduciary (as defined in section 3(21) of ERISA), which is either a bank, savings and loan association, insurance company or registered investment adviser. The name of such plan fiduciary is: o (B6) The Subscriber hereby certifies that it is an accredited investor because it is an employee benefit plan within the meaning of ERISA and has total assets in excess ofU.S.$S,OOO,OOO. IIIl (B7) The Subscriber hereby certifies that it is an accredited investor because it is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, and has total assets in excess ofU.S.$S,OOO,OOO. For Individual Retirement Accounts ("IRAs''), Xxxxx Plans and Self-Directed Plans: o (B8) With respect to XXX and Xxxxx Plans, the Subscriber hereby certifies that it is an accredited investor because the plan holder has directed the, ~~estment and such plan holder has a net worth of at least U.S.$I,OOO,OOOe,xcluding the value ofsu~~pian holder or-his or her spouse's primary residence, or has had an Individual Income (as define4jb~~c!J())9::V:III) 9£fu9t6 than U.S.$200,000 in each of the past two years, or Joint Income (as define.4'Jn:~SectionViIi) with~his or her spouse of more than U.S.$300,000 in each of those years, and he or $lte~'real?9na61ye',~pects'to reach the same income level in the current year. " ,C-,~:~;' ,(;:,(,> '\ .. o ''-. /; ;/..-:'
Sample 1
For Employee Benefit Plans. The Subscriber hereby certifies that it is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, and has total assets in excess of $5,000,000. The Subscriber hereby certifies that it is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the decision to invest in the Company was made by a plan fiduciary (as defined in Section 3(12) of ERISA), which is either a bank, savings and loan association, insurance company or registered investment advisor. The name of the plan fiduciary is: Name: Tax I.D. Number: The Subscriber hereby certifies that it is an employee benefit plan within the meaning of ERISA and has total assets in excess of $5,000,000.
Sample 1

Related to For Employee Benefit Plans

  • Employee Benefit Plans Except as could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any Trust established under Title IV of ERISA has been or is expected to be incurred by any ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no ERISA Event has occurred or is reasonably expected to occur; (v) the present value of the aggregate benefit liabilities under each Pension Plan (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party is in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

  • Employee Benefits Plans Schedule 7.14 hereto identifies as of the date hereof each ERISA Plan sponsored or maintained by a Company or BRJ Seller. Except as would not reasonably be expected to have a Material Adverse Effect: (a) no ERISA Event has occurred or is expected to occur with respect to an ERISA Plan; (b) payment has been made of all amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan; (c) the liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements to the extent required by GAAP; and (d) to our knowledge, no changes have occurred or are expected to occur that would cause an increase in the cost of providing benefits under any ERISA Plan. Except as would not reasonably be expected to have a Material Adverse Effect, with respect to each ERISA Plan that is intended to be qualified under Code Section 401(a): (i) there has been no non-compliance by the ERISA Plan and any associated trust with the applicable requirements of Code Section 401(a), (ii) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely), (iii) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired, (iv) the ERISA Plan currently satisfies the requirements of Code Section 410(b), without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”, and (v) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. Except as would not reasonably be expected to have a Material Adverse Effect, with respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets. Except as would not reasonably be expected to have a Material Adverse Effect, no Controlled Group Member has or has had in the past, an obligation to contribute to a Multiemployer Plan.

  • Employee Benefit Plans; ERISA (a) Except as disclosed in the Parent SEC Documents, there are no “employee benefit plans” (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by Parent. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “Parent Employee Benefit Plans.”

  • Employee Benefit Arrangements (i) All liabilities under the Employee Benefit Arrangements are (A) funded to at least the minimum level required by Law or, if higher, to the level required by the terms governing the Employee Benefit Arrangements, (B) insured with a reputable insurance company, (C) provided for or recognized in the financial statements most recently delivered to the Administrative Agent pursuant to Section 6.01 hereof or (D) estimated in the formal notes to the financial statements most recently delivered to the Administrative Agent pursuant to Section 6.01 hereof, where such failure to fund, insure, provide for, recognize or estimate the liabilities arising under such arrangements could reasonably be expected to have a Material Adverse Effect.

  • Employee Benefit Plan Any employee benefit plan within the meaning of §3(3) of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate, other than a Multiemployer Plan. Environmental Laws. See §7.18(a).

  • Employee Benefit Plans and Compensation (a) For purposes of this Section 2.22, the following terms shall have the meanings set forth below:

  • Employee Benefits; ERISA (a) Schedule 4.17 contains a true and complete list of each material bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance, change-in-control, or termination pay, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit sharing, pension, or retirement plan, program, agreement or arrangement, and each other material employee benefit plan, program, agreement or arrangement, sponsored, maintained or contributed to or required to be contributed to by any Conveyed Entity, any Subsidiary thereof or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), that together with any Conveyed Entity would be deemed a "single employer" within the meaning of Section 4001(b)(1) of ERISA, for the benefit of any employee or former employee of any Conveyed Entity, Subsidiary thereof or any ERISA Affiliate (the "Plans"). Schedule 4.17 identifies each of the Plans that is an "employee welfare benefit plan," or "employee pension benefit plan" as such terms are defined in Sections 3(1) and 3(2) of ERISA (such plans being hereinafter referred to collectively as the "ERISA Plans"). No Conveyed Entity, Subsidiary thereof or any ERISA Affiliate has any formal plan or commitment, whether legally binding or not, to create any additional Plan or modify or change any existing Plan that would affect any employee or former employee of any Conveyed Entity, any Subsidiary thereof or any ERISA Affiliate except to the extent that any such creation, modification or change could not, individually or in the aggregate, reasonably be expected to result in a material liability of a Conveyed Entity or any of its Subsidiaries.

  • Fiduciaries of Employee Benefit Plan This Article does not apply to any Proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in that Person’s capacity as such, even though that Person may also be an Agent of the Trust as defined in Section 1 of this Article. Nothing contained in this Article shall limit any right to indemnification to which such a trustee, investment manager, or other fiduciary may be entitled by contract or otherwise which shall be enforceable to the extent permitted by applicable law other than this Article.

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