Common use of Absence of Certain Events and Arrangements Clause in Contracts

Absence of Certain Events and Arrangements. There is no pending, or to the best of Seller's Knowledge, threatened, Action, other than routine claims for benefits, concerning any Employee Benefit Plan, or to the best of Seller's Knowledge, any fiduciary or service provider thereof, and to the best of Seller's Knowledge, there is no basis for any such Action. (1) No liability (contingent or otherwise) to the Pension Benefit Guaranty Corporation ("PBGC") or any multi-employer plan has been incurred by Seller or any of its ERISA affiliates (other than insurance premiums satisfied in due course). (2) No reportable event, or event or condition that presents a material risk of termination by the PBGC, has occurred with respect to any Employee Benefit Plan, or any retirement plan of an ERISA affiliate of Seller, which is subject to Title IV of ERISA. (3) No Employee Benefit Plan nor any party in interest with respect thereof, has engaged in a prohibited transaction that could subject Seller directly or indirectly to liability under Section 409 or 502(i) of ERISA or Section 4975 of the Code. (4) No communication, report, or disclosure has been made that, at the time made, did not accurately reflect the terms and operations of any Employee Benefit Plan. (5) No Employee Benefit Plan provides welfare benefits subsequent to termination of employment to employees or their beneficiaries (except to the extent required by applicable state insurance laws and Title I, Part 6 of ERISA). (6) No benefits due under any Employee Benefit Plan have been forfeited subject to the possibility of reinstatement (which possibility would still exist at or after the Closing). (7) Seller has not undertaken to maintain any Employee Benefit Plan for any period of time and each such Plan is terminable at the sole discretion of Seller, subject only to such constraints as may be imposed by applicable law. (8) Seller has not announced its intention, or undertaken (whether or not legally bound) to modify or terminate any Employee Benefit Plan or adopt any arrangement or program which, once established, would come within the definition of an Employee Benefit Plan.

Absence of Certain Events and Arrangements. There Except as set forth on Section 3.13(d) of the Disclosure Schedule, (i) there is no pendingpending or, or to the best of Seller's Company’s Knowledge, threatenedthreatened legal action, Actionproceeding or investigation, other than routine claims for benefits, concerning any Company Employee Benefit PlanPlan or, or to the best of Seller's Company’s Knowledge, any fiduciary or service provider thereofthereof and, and to the best of Seller's Company’s Knowledge, there is no basis for any such Action.legal action, proceeding or investigation; (1ii) No no liability (contingent or otherwise) to the Pension Benefit Guaranty Corporation ("“PBGC"”) or any multi-employer plan Multiemployer Plan has been incurred by Seller the Company or any of its ERISA affiliates Affiliate (other than insurance premiums satisfied in due course).; (2iii) No no reportable eventevent within the meaning of Section 4043 of ERISA, or event or condition that which presents a material risk of termination by the PBGC, has occurred with respect to any Company Employee Benefit Plan, or any retirement plan of an ERISA affiliate of SellerAffiliate, which is subject to Title IV of ERISA.; (3iv) No no Company Employee Benefit Plan nor nor, to the Company’s Knowledge, any person who is a party in interest with in respect thereofof an Company Employee Plan within the meaning of Section 3(14) of ERISA, has engaged in a prohibited transaction that which could subject Seller the Company or any Subsidiary directly or indirectly to liability under Section 409 or 502(i) of ERISA or Section 4975 of the Code.; (4v) No communication, report, or disclosure has been made that, at the time made, did not accurately reflect the terms and operations of any no Company Employee Benefit Plan. (5) No Employee Benefit Plan provides welfare benefits subsequent to termination of employment to employees or their beneficiaries (except to the extent required by applicable state insurance laws and Title I, Subtitle B, Part 6 of ERISA).; (6vi) No benefits due under except as set forth this Agreement, neither the Company nor any Employee Benefit Plan have been forfeited subject to the possibility of reinstatement (which possibility would still exist at or after the Closing). (7) Seller Subsidiary has not undertaken to maintain any Employee Benefit Plan for any period of time and each such Plan is terminable at the sole discretion of Seller, subject only to such constraints as may be imposed by applicable law. (8) Seller has not announced its intention, or undertaken (whether or not legally bound) to modify or terminate any Company Employee Benefit Plan or adopt any arrangement or program which, once established, would come within the definition of an Company Employee Benefit Plan; (vii) each Company Employee Plan is terminable at the sole discretion of the sponsor thereof and without penalty or cost (other than routine administrative costs), subject only to such constraints as may be imposed by applicable law; and (viii) neither the Company nor any Subsidiary has any liability, including under any Company Employee Plan, arising out of the improper treatment of any service provider as a consultant or independent contractor and not as an employee, or vice-versa.

Absence of Certain Events and Arrangements. (i) There is no pending, or to the best of Seller's Companies’ Knowledge, threatened, Actionlegal action, proceeding, or investigation, other than routine claims for benefits, concerning any Employee Benefit Plan, or to the best of Seller's Companies’ Knowledge, any fiduciary or service provider thereof, and to the best of Seller's Companies’ Knowledge, there is no basis for any such Action.legal action, proceeding, or investigation. ​ (1ii) No liability (contingent or otherwise) to the Pension Benefit Guaranty Corporation ("“PBGC"”) or any multi-employer plan has been incurred by Seller either Company or any corporation, trade, business or entity under common control with the Company within the meaning of its Section 414 of the Code or Section 4001 of ERISA affiliates (other than insurance premiums satisfied in due course“ERISA Affiliate”).. ​ (2iii) No reportable event, or event or condition that presents a material risk of termination by the PBGC, has occurred with respect to any Employee Benefit Plan, or any retirement plan of an ERISA affiliate Affiliate of Sellereither Company, which is subject to Title IV of ERISA.. ​ (3iv) No Employee Benefit Plan nor any party in interest with respect thereofthereto, has engaged in a prohibited transaction that could subject Seller either Company directly or indirectly to liability under Section 409 or 502(i) of ERISA or Section 4975 of the Code.. ​ (4) No communication, report, or disclosure has been made that, at the time made, did not accurately reflect the terms and operations of any Employee Benefit Plan. (5v) No Employee Benefit Plan provides welfare benefits subsequent to termination of employment to employees or their beneficiaries (except to the extent required by applicable state insurance laws and Title I, Subtitle B, Part 6 of ERISA).. ​ (6vi) No benefits due under any Employee Benefit Plan have been forfeited subject to the possibility of reinstatement (which possibility would still exist at or after the Closing). (7) Seller Neither Company has not undertaken to maintain any Employee Benefit Plan for any period of time and each such Employee Benefit Plan is terminable at the sole ​ ​ ​ ​ discretion of Sellereither Company, subject only to such constraints as may be imposed by applicable law.. ​ (8) vii) Neither the Seller nor either Company has not announced its intention, intention or undertaken (whether or not legally bound) to modify or terminate any Employee Benefit Plan or adopt any arrangement or program which, once established, would come within the definition of constitute an Employee Benefit Plan.. ​

Absence of Certain Events and Arrangements. There Except as set forth in Section 3.20(d) of the Company Disclosure Schedule: (i) there is no pendingpending or, or to the best knowledge of Seller's Knowledgethe Company, threatenedthreatened legal action, Actionproceeding or investigation, other than routine claims for benefits, concerning any Employee Benefit PlanPlan or, or to the best knowledge of Seller's Knowledgethe Company, any fiduciary or service provider thereof, and to the best of Seller's Knowledge, there is no basis for any such Action.; (1ii) No no liability (contingent or otherwise) to the Pension Benefit Guaranty Corporation ("PBGC") PBGC or any multi-employer plan has been incurred by Seller the Company or any of its ERISA affiliates Affiliates or Subsidiaries (other than insurance premiums satisfied in due course).; (2iii) No no reportable event, or event or condition that which presents a material risk of termination by the PBGC, has occurred with respect to any Employee Benefit Plan, or any retirement plan of an ERISA affiliate Affiliate or Subsidiary of Sellerthe Company, which is subject to Title IV of ERISA.; (3iv) No no Employee Benefit Plan nor any party in interest with respect thereofthereof has, has to the knowledge of the Company, engaged in a prohibited transaction that which could subject Seller the Company or any of its Subsidiaries directly or indirectly to material liability under Section 409 or 502(i) of ERISA or Section 4975 of the Code.; (4v) No communication, report, or disclosure has been made that, at the time made, did not accurately reflect the terms and operations of any Employee Benefit Plan. (5) No no Employee Benefit Plan provides welfare benefits subsequent to termination of employment to employees or their beneficiaries (except to the extent required by applicable state insurance laws and Title I, Part 6 of ERISA).; (6vi) No benefits due under neither the Company nor any Employee Benefit Plan have been forfeited subject to the possibility of reinstatement (which possibility would still exist at or after the Closing). (7) Seller its Subsidiaries has not undertaken to maintain any Employee Benefit Plan for any period of time and each such Plan is terminable at the sole discretion of Seller, subject only to such constraints as may be imposed by applicable law. (8) Seller has not announced its intention, or undertaken (whether or not legally bound) intention to modify or terminate any Employee Benefit Plan or adopt any arrangement or program which, once established, would come within the definition of an Employee Benefit Plan, except for amendments required by law; and (vii) neither the Company nor any of its Subsidiaries has undertaken to maintain any Employee Benefit Plan for any stated period of time and each such Employee Benefit Plan is terminable at the sole discretion of the sponsor thereof, subject only to such constraints as may be imposed by applicable law.

Absence of Certain Events and Arrangements. There Except as set ------------------------------------------ forth on Schedule 5.18(d) of the Disclosure Schedules, ---------------- (i) there is no pendingpending or, or to the best knowledge of Seller's Knowledgethe Sellers, threatenedthreatened legal action, Actionproceeding or investigation, other than routine claims for benefits, concerning any Employee Benefit Plan, Plan identified in Schedule 2.1(d) of the Disclosure Schedules or to --------------- the best knowledge of Seller's Knowledge, the Sellers any fiduciary or service provider thereofthereof and, and to the best knowledge of Seller's Knowledgethe Sellers, there is no basis for any such Action.legal action or proceeding; (1ii) No no liability (contingent or otherwise) to the Pension Benefit Guaranty Corporation ("PBGC") or any multi-employer ---- plan has been incurred by Seller either the Sellers or any of its ERISA affiliates Affiliate thereof (other than insurance premiums satisfied in due course).; (2iii) No no reportable event, or event or condition that which presents a material risk of termination by the PBGC, has occurred with respect to any Employee Benefit Plan, or any retirement plan of an ERISA affiliate Affiliate of Sellerthe Sellers, which is subject to Title IV of ERISA.; (3iv) No no Employee Benefit Plan nor any party in interest with respect thereof, has engaged in a prohibited transaction that could which would subject Seller the Sellers directly or indirectly to liability under Section 409 or 502(i) of ERISA or Section 4975 of the Code.; (4v) No no communication, report, report or disclosure has been made thatwhich, at the time made, did not accurately reflect the terms and operations of any Employee Benefit Plan.; (5vi) No no Employee Benefit Plan identified in Schedule 2.1(d) --------------- of the Disclosure Schedules provides welfare benefits subsequent to termination of employment to employees or their beneficiaries (except to the extent required by applicable state insurance laws and Title I, Part 6 of ERISA).; (6vii) No benefits due under any Employee Benefit Plan the Sellers have been forfeited subject to the possibility of reinstatement (which possibility would still exist at or after the Closing). (7) Seller has not undertaken to maintain any Employee Benefit Plan for any period of time and each such Plan is terminable at the sole discretion of Seller, subject only to such constraints as may be imposed by applicable law. (8) Seller has not announced its their intention, or undertaken (whether or not legally bound) to modify or terminate any Employee Benefit Plan identified in Schedule 2.1(d) of the Disclosure --------------- Schedules or adopt any arrangement or program which, once established, would come within the definition of an Employment Benefit Plan and would be maintained for the benefit of any director, officer, consultant or employee, whether active or terminated, of the Sellers employed in the Business; and (viii) the Sellers have not undertaken to maintain any Employee Benefit PlanPlan identified in Schedule 2.1(d) of the --------------- Disclosure Schedules for any period of time and each such Plan is terminable at the sole discretion of the sponsor thereof, subject only to such constraints as may be imposed by applicable law.

Absence of Certain Events and Arrangements. (i) There is no pendingpending or threatened legal action, proceeding or to the best of Seller's Knowledge, threatened, Actioninvestigation or audit, other than routine claims for benefits, concerning any Employee Benefit Plan, Plan or to the best knowledge of Seller's Knowledge, the Company any fiduciary or service provider thereofthereof and, and to the best knowledge of Seller's Knowledgethe Company, there is no basis for any such Actionlegal action, proceeding or investigation. (1ii) No liability (contingent or otherwise) to the Pension Benefit Guaranty Corporation ("PBGC") PBGC or any multi-employer plan Multiemployer Plan has been incurred by Seller any Company Party or any ERISA Affiliate of its ERISA affiliates any Company Party (other than insurance premiums satisfied in due course). (2iii) No reportable event, or event or condition that which presents a material risk of termination by the PBGC, has occurred with respect to any Employee Benefit Plan, or any retirement plan of an ERISA affiliate Affiliate of Sellerany Company Party, which is subject to Title IV of ERISA. (3iv) No Employee Benefit Plan nor any party in interest with respect thereof, has engaged in a prohibited transaction that which could subject Seller any Company Party or ERISA Affiliate of any Company Party directly or indirectly to any material liability under Section 409 or 502(i) of ERISA or Section 4975 of the Code. (4) No communication, report, or disclosure has been made that, at the time made, did not accurately reflect the terms and operations of any Employee Benefit Plan. (5v) No Employee Benefit Plan provides provides, or has provided, welfare benefits subsequent to termination of employment to employees or their beneficiaries (except to the extent required by applicable state or local insurance laws and Title I, Part 6 of ERISA)COBRA or under a Collectively Bargained Plan. (6vi) No benefits due under Company Party or ERISA Affiliate of any Employee Benefit Plan have been forfeited subject to the possibility of reinstatement (which possibility would still exist at or after the Closing). (7) Seller Company Party has not undertaken to maintain any Employee Benefit Plan for any period of time and each such Plan is terminable at the sole discretion of Seller, subject only to such constraints as may be imposed by applicable law. (8) Seller has not announced its intention, or undertaken (whether or not legally bound) to modify or terminate any Employee Benefit Plan or adopt any arrangement or program which, once established, would come within the definition of an Employee Benefit Plan. (vii) No Company Party or ERISA Affiliate of any Company Party has undertaken to maintain any Employee Benefit Plan for any period of time and each such Plan is terminable at the sole discretion of the sponsor thereof (other than the MFN Pension Plan), without cost or penalty other than the administrative costs of such termination, subject only to such constraints as may imposed by Applicable Law. Without limiting the generality of the foregoing, the Company Parties and their ERISA Affiliates may terminate any Employee Benefit Plan that is a defined benefit plan subject to Title IV of ERISA (other than the MFN Pension Plan) in a “standard termination” under Title IV of ERISA without making any additional contributions to such Employee Benefit Plan. (viii) No Company Party nor any ERISA Affiliate of any Company Party is the grantor of a grantor trust established pursuant to Subpart E or Subchapter J of the Code. (ix) No Termination Event has occurred or is reasonably expected to occur. (x) No Company Party is or will become a “government plan” within the meaning of Section 3(32) of ERISA, and all transactions by each Company Party are not and will not be subject to state statutes regulating investments of, or fiduciary obligations with respect to, government plans. (xi) No Employee Benefit Plan provides “deferred compensation” within the meaning of Section 409A of the Code that could subject participants in such Employee Benefit Plan to additional Taxes under such Section.

Absence of Certain Events and Arrangements. There Except as set forth on Section 6.14(d) of the Company Disclosure Schedule, (i) there is no pendingpending or, or to the best knowledge of Seller's Knowledgethe Company, threatenedthreatened legal action, Actionproceeding or investigation, other than routine claims for benefits, concerning any Employee Benefit Plan, Plan or to the best knowledge of Seller's Knowledge, the Company any fiduciary or service provider thereofthereof and, and to the best knowledge of Seller's Knowledgethe Company, there is no basis for any such Action.legal action or proceeding; (1ii) No no liability (contingent or otherwise) to the Pension Benefit Guaranty Corporation ("PBGC") or any multi-employer plan has been incurred by Seller the Company or any of its ERISA affiliates Affiliates (other than insurance premiums satisfied in due course).; (2iii) No no reportable event, or event or condition that which presents a material risk of termination by the PBGC, has occurred with respect to any Employee Benefit Plan, or any retirement plan of an ERISA affiliate Affiliate of Sellerthe Company, which is subject to Title IV of ERISA.; (3iv) No Employee Benefit Plan nor neither the Company nor, to the Company's knowledge, any other party in interest with respect thereofto any Employee Benefit Plan, has engaged in a prohibited transaction that known to the Company which could subject Seller the Company directly or indirectly to liability under Section 409 or 502(i) of ERISA or Section 4975 of the Code.; (4v) No communication, report, or disclosure has been made that, at the time made, did not accurately reflect the terms and operations of any Employee Benefit Plan. (5) No no Employee Benefit Plan provides welfare benefits subsequent to termination of employment to employees or their beneficiaries (except to the extent required by applicable state insurance laws and Title I, Part 6 of ERISA).; (6vi) No benefits due under any Employee Benefit Plan have been forfeited subject to the possibility of reinstatement (which possibility would still exist at or after the Closing). (7) Seller has not undertaken to maintain any Employee Benefit Plan for any period of time and each such Plan is terminable at the sole discretion of Seller, subject only to such constraints as may be imposed by applicable law. (8) Seller Company has not announced its intention, or undertaken (whether or not legally bound) intention to modify or terminate any Employee Benefit Plan or adopt any arrangement or program which, once established, would come within the definition of an Employee Benefit Plan; and (vii) the Company has not undertaken to maintain any Employee Benefit Plan for any period of time and each such Plan is terminable at the sole discretion of the sponsor thereof, subject only to such constraints as may imposed by applicable law.

Absence of Certain Events and Arrangements. There Except as set forth in Section 3.20(d) of the Company Disclosure Schedule: (i) there is no pendingpending or, or to the best Knowledge of Seller's Knowledgethe Company, threatenedthreatened legal action, Actionproceeding or investigation, other than routine claims for benefits, concerning any Employee Benefit PlanPlan or, or to the best Knowledge of Seller's Knowledgethe Company, any fiduciary or service provider thereofthereof and, and to the best Knowledge of Seller's Knowledgethe Company, there is no basis for any such Action.legal action or proceeding; (1ii) No no liability (contingent or otherwise) to the Pension Benefit Guaranty Corporation ("PBGC") PBGC or any multi-employer plan has been incurred by Seller the Company or any of its ERISA affiliates Affiliates or Subsidiaries (other than insurance premiums satisfied in due course).; (2iii) No reportable event, or event or condition that presents a material risk of termination by the PBGC, has occurred with respect to any no Employee Benefit Plan, or any retirement plan of an ERISA affiliate Affiliate or Subsidiary of Seller, which the Company is subject to Title IV of ERISA.; (3iv) No no Employee Benefit Plan nor any party in interest with respect thereofthereto has, has to the Knowledge of the Company, engaged in a prohibited transaction that which could subject Seller the Company or any of its Subsidiaries directly or indirectly to liability under Section 409 or 502(i) of ERISA or Section 4975 of the Code.; (4v) No communication, report, or disclosure has been made that, at the time made, did not accurately reflect the terms and operations of any Employee Benefit Plan. (5) No no Employee Benefit Plan provides welfare benefits subsequent to termination of employment to employees or their beneficiaries (except to the extent required by applicable state insurance laws Laws and Title I, Part 6 of ERISA).; (6vi) No benefits due under neither the Company nor any Employee Benefit Plan have been forfeited subject to the possibility of reinstatement (which possibility would still exist at or after the Closing). (7) Seller its Subsidiaries has not undertaken to maintain any Employee Benefit Plan for any period of time and each such Plan is terminable at the sole discretion of Seller, subject only to such constraints as may be imposed by applicable law. (8) Seller has not announced its intention, or undertaken (whether or not legally bound) intention to modify or terminate any Employee Benefit Plan or adopt any arrangement or program which, once established, would come within the definition of an Employee Benefit Plan; and (vii) neither the Company nor any of its Subsidiaries has undertaken to maintain any Employee Benefit Plan for any period of time and each such Employee Benefit Plan is terminable at the sole discretion of the sponsor thereof, subject only to such constraints as may be imposed by applicable Law (including, for the avoidance of doubt, applicable Laws of any foreign jurisdictions where employees are employed). (viii) No Employee Benefit Plan provides medical benefits beyond termination of employment or retirement other than healthcare continuation coverage under Section 4980B of the Code. (ix) Except as otherwise prohibited by applicable Law or in this Agreement, each Employee Benefit Plan (excluding any agreements) may be amended or terminated unilaterally by the Company or Subsidiaries of the Company at any time without liability or expense to the Company or Subsidiaries of the Company as a result thereof, and no plan documentation or agreement, summary plan, description, or other written communication regarding any such plan restricts or prohibits the Company or Subsidiaries of the Company from amending or terminating any Employee Benefit Plan.

Absence of Certain Events and Arrangements. There Except as set forth in Section 4.20(d) of the Company Disclosure Schedule: (i) there is no pendingpending or, or to the best knowledge of Seller's Knowledgethe Company, threatenedthreatened legal action, Actionproceeding or investigation, other than routine claims for benefits, concerning any Employee Benefit PlanPlan or, or to the best knowledge of Seller's Knowledgethe Company, any fiduciary or service provider thereof, and to the best of Seller's Knowledge, there is no basis for any such Action.; (1ii) No no liability (contingent or otherwise) to the Pension Benefit Guaranty Corporation ("PBGC") PBGC or any multi-employer plan has been incurred by Seller the Company or any of its ERISA affiliates Affiliates or Subsidiaries (other than insurance premiums satisfied in due course).; (2iii) No no reportable event, or event or condition that which presents a material risk of termination by the PBGC, has occurred with respect to any Employee Benefit Plan, or any retirement plan of an ERISA affiliate Affiliate or Subsidiary of Sellerthe Company, which is subject to Title IV of ERISA.; (3iv) No no Employee Benefit Plan nor any party in interest with respect thereofthereof has, has to the knowledge of the Company, engaged in a prohibited transaction that which could subject Seller the Company or any of its Subsidiaries directly or indirectly to material liability under Section 409 or 502(i) of ERISA or Section 4975 of the Code.; (4v) No communication, report, or disclosure has been made that, at the time made, did not accurately reflect the terms and operations of any Employee Benefit Plan. (5) No no Employee Benefit Plan provides welfare benefits subsequent to termination of employment to employees or their beneficiaries (except to the extent required by applicable state insurance laws and Title I, Part 6 of ERISA).; (6vi) No benefits due under neither the Company nor any Employee Benefit Plan have been forfeited subject to the possibility of reinstatement (which possibility would still exist at or after the Closing). (7) Seller its Subsidiaries has not undertaken to maintain any Employee Benefit Plan for any period of time and each such Plan is terminable at the sole discretion of Seller, subject only to such constraints as may be imposed by applicable law. (8) Seller has not announced its intention, or undertaken (whether or not legally bound) intention to modify or terminate any Employee Benefit Plan or adopt any arrangement or program which, once established, would come within the definition of an Employee Benefit Plan, except for amendments required by law; and (vii) neither the Company nor any of its Subsidiaries has undertaken to maintain any Employee Benefit Plan for any stated period of time and each such Employee Benefit Plan is terminable at the sole discretion of the sponsor thereof, subject only to such constraints as may be imposed by applicable law.

Absence of Certain Events and Arrangements. There Except as set forth in Section 3.20(d) of the Company Disclosure Schedule: (i) there is no pendingpending or, or to the best Knowledge of Seller's Knowledgethe Company, threatenedthreatened legal action, Actionproceeding or investigation, other than routine claims for benefits, concerning any Employee Benefit PlanPlan or, or to the best Knowledge of Seller's Knowledgethe Company, any fiduciary or service provider thereofthereof and, and to the best Knowledge of Seller's Knowledgethe Company, there is no basis for any such Action.legal action or proceeding; (1ii) No no liability (contingent or otherwise) to the Pension Benefit Guaranty Corporation ("PBGC") PBGC or any multi-employer plan has been incurred by Seller the Company or any of its ERISA affiliates Affiliates or Subsidiaries (other than insurance premiums satisfied in due course).; (2iii) No no reportable event, or event or condition that which presents a material risk of termination by the PBGC, has occurred with respect to any Employee Benefit Plan, or any retirement plan of an ERISA affiliate Affiliate or Subsidiary of Sellerthe Company, which is subject to Title IV of ERISA.; (3iv) No no Employee Benefit Plan nor any party in interest with respect thereofthereof has, has to the Knowledge of the Company, engaged in a prohibited transaction that which could subject Seller the Company or any of its Subsidiaries directly or indirectly to liability under Section 409 or 502(i) of ERISA or Section 4975 of the Code.; (4v) No communication, report, or disclosure has been made that, at the time made, did not accurately reflect the terms and operations of any Employee Benefit Plan. (5) No no Employee Benefit Plan provides welfare benefits subsequent to termination of employment to employees or their beneficiaries (except to the extent required by applicable state insurance laws and Title I, Part 6 of ERISA).; (6vi) No benefits due under neither the Company nor any Employee Benefit Plan have been forfeited subject to the possibility of reinstatement (which possibility would still exist at or after the Closing). (7) Seller its Subsidiaries has not undertaken to maintain any Employee Benefit Plan for any period of time and each such Plan is terminable at the sole discretion of Seller, subject only to such constraints as may be imposed by applicable law. (8) Seller has not announced its intention, or undertaken (whether or not legally bound) intention to modify or terminate any Employee Benefit Plan or adopt any arrangement or program which, once established, would come within the definition of an Employee Benefit Plan; and (vii) neither the Company nor any of its Subsidiaries has undertaken to maintain any Employee Benefit Plan for any period of time and each such Employee Benefit Plan is terminable at the sole discretion of the sponsor thereof, subject only to such constraints as may be imposed by applicable law.

Absence of Certain Events and Arrangements. There Except as set forth in Section 3.20(d) of the Company Disclosure Schedule: (i) there is no pendingpending or, or to the best knowledge of Seller's Knowledgethe Company, threatenedthreatened legal action, Actionproceeding or investigation, other than routine claims for benefits, concerning any Employee Benefit PlanPlan or, or to the best knowledge of Seller's Knowledgethe Company, any fiduciary or service provider thereofthereof and, and to the best knowledge of Seller's Knowledgethe Company, there is no basis for any such Action.legal action or proceeding; (1ii) No no liability (contingent or otherwise) to the Pension Benefit Guaranty Corporation ("PBGC") PBGC or any multi-employer plan has been incurred by Seller the Company or any of its ERISA affiliates Affiliates or Subsidiaries (other than insurance premiums satisfied in due course).; (2iii) No no reportable event, or event or condition that which presents a material risk of termination by the PBGC, has occurred with respect to any Employee Benefit Plan, or any retirement plan of an ERISA affiliate Affiliate or Subsidiary of Sellerthe Company, which is subject to Title IV of ERISA.; (3iv) No no Employee Benefit Plan nor any party in interest with respect thereofthereof has, has to the knowledge of the Company, engaged in a prohibited transaction that which could subject Seller the Company or any of its Subsidiaries directly or indirectly to liability under Section 409 or 502(i) of ERISA or Section 4975 of the Code.; (4v) No communication, report, or disclosure has been made that, at the time made, did not accurately reflect the terms and operations of any Employee Benefit Plan. (5) No no Employee Benefit Plan provides welfare health benefits subsequent to termination of employment to employees or their beneficiaries (except to the extent required by applicable state insurance laws and Title I, Part 6 of ERISA).; (6vi) No benefits due under neither the Company nor any Employee Benefit Plan have been forfeited subject to the possibility of reinstatement (which possibility would still exist at or after the Closing). (7) Seller its Subsidiaries has not undertaken to maintain any Employee Benefit Plan for any period of time and each such Plan is terminable at the sole discretion of Seller, subject only to such constraints as may be imposed by applicable law. (8) Seller has not announced its intention, or undertaken (whether or not legally bound) intention to modify or terminate any Employee Benefit Plan or adopt any arrangement or program which, once established, would come within the definition of an Employee Benefit Plan; and (vii) neither the Company nor any of its Subsidiaries has undertaken to maintain any Employee Benefit Plan for any period of time and each such Employee Benefit Plan is terminable at the sole discretion of the sponsor thereof, subject only to such constraints as may be imposed by applicable law and the ordinary costs of termination and cancellation of the applicable contracts.

Absence of Certain Events and Arrangements. There Except as set forth on Section 8.13(d) of the Buyer Disclosure Schedule, (i) there is no pendingpending or, or to the best knowledge of Seller's KnowledgeBuyer, threatenedthreatened legal action, Actionproceeding or investigation, other than routine claims for benefits, concerning any Employee Buyer Benefit Plan, Plan or to the best knowledge of Seller's Knowledge, Buyer any fiduciary or service provider thereofthereof and, and to the best knowledge of Seller's KnowledgeBuyer, there is no basis for any such Action.legal action or proceeding; (1ii) No no liability (contingent or otherwise) to the Pension Benefit Guaranty Corporation ("PBGC") or any multi-employer plan has been incurred by Seller Buyer or any of its ERISA affiliates Affiliates (other than insurance premiums satisfied in due course).; (2iii) No no reportable event, or event or condition that which presents a material risk of termination by the PBGC, has occurred with respect to any Employee Buyer Benefit Plan, or any retirement plan of an ERISA affiliate Affiliate of SellerBuyer, which is subject to Title IV of ERISA.; (3iv) No Employee Benefit Plan nor neither Buyer, nor, to Buyer's knowledge, any other party in interest with respect thereofto any Buyer Benefit Plan, has engaged in a prohibited transaction that known to Buyer which could subject Seller Buyer directly or indirectly to liability under Section 409 or 502(i) of ERISA or Section 4975 of the Code.; (4v) No communication, report, or disclosure has been made that, at the time made, did not accurately reflect the terms and operations of any Employee Benefit Plan. (5) No Employee no Buyer Benefit Plan provides welfare benefits subsequent to termination of employment to employees or their beneficiaries (except to the extent required by applicable state insurance laws and Title I, Part 6 of ERISA).; (6vi) No benefits due under any Employee Benefit Plan have been forfeited subject to the possibility of reinstatement (which possibility would still exist at or after the Closing). (7) Seller has not undertaken to maintain any Employee Benefit Plan for any period of time and each such Plan is terminable at the sole discretion of Seller, subject only to such constraints as may be imposed by applicable law. (8) Seller Buyer has not announced its intention, or undertaken (whether or not legally bound) intention to modify or terminate any Employee Buyer Benefit Plan or adopt any arrangement or program which, once established, would come within the definition of an Employee Buyer Benefit Plan; and (vii) Buyer has not undertaken to maintain any Buyer Benefit Plan for any period of time and each such Plan is terminable at the sole discretion of the sponsor thereof, subject only to such constraints as may imposed by applicable law.

Absence of Certain Events and Arrangements. There is In connection with the Business Employees: (i) there are no pendingpending or, or to the best Knowledge of Seller's Knowledge, threatened, Actionthreatened Actions against either Seller Group Member by any Business employee or Business Contractor or former Business employees, other than routine claims for benefits, concerning any Business Employee Benefit PlanPlan or, or to the best Knowledge of Seller's Knowledge, any fiduciary or service provider thereofthereof that could result in a liability to either Seller Group Member and, and to the best Knowledge of Seller's Knowledge, there is no basis for any such Action.; (1ii) No liability (contingent or otherwise) to the Pension Benefit Guaranty Corporation ("PBGC") or any multi-employer plan has been incurred by Seller or any of its ERISA affiliates (other than insurance premiums satisfied in due course). (2) No reportable event, or event or condition that presents a material risk of termination by the PBGC, has occurred with respect to any no Business Employee Benefit Plan, or any retirement plan of an ERISA affiliate of Seller, which Plan is subject to Title IV of ERISA., and neither Seller Group Member has any outstanding liability under Title IV of ERISA or Section 412 of the Code, including as a consequence of being considered a single employer with any other Person under Section 414 of the Code or Title IV of ERISA or with respect to any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA; (3iii) No no Business Employee Benefit Plan nor any party in interest with respect thereof, has engaged in a prohibited transaction that which could subject either Seller Group Member, directly or indirectly indirectly, to material liability under Section 409 or 502(i) of ERISA or Section 4975 of the Code.; (4iv) No communication, report, or disclosure has been made that, at the time made, did not accurately reflect the terms and operations of any Employee Benefit Plan. (5) No Employee Benefit Plan provides welfare benefits subsequent to termination of employment to employees or their beneficiaries (except to the extent as required by applicable state insurance laws and Title ILaw, Part 6 of ERISA). (6) No benefits due under any Employee Benefit Plan have been forfeited subject to this Agreement or the possibility of reinstatement (which possibility would still exist at or after the Closing). (7) Transaction, neither Seller Group Member has not undertaken to maintain any Employee Benefit Plan for any period of time and each such Plan is terminable at the sole discretion of Seller, subject only to such constraints as may be imposed by applicable law. (8) Seller has not announced its intention, or undertaken (whether or not legally bound) intention to materially modify or terminate any Business Employee Benefit Plan or adopt any arrangement or program which, once established, would come within the definition of an Business Employee Benefit Plan; and (v) Neither Seller Group Member has any liability in respect of post-retirement health, medical or life insurance benefits for retired, former or current Business Employees except as required to avoid the excise Tax under section 4980B of the Code.