Common use of Absence of Changes in Benefit Plans; ERISA Compliance Clause in Contracts

Absence of Changes in Benefit Plans; ERISA Compliance. Except as set forth on Schedule 2.19, there has not been any adoption of any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other employee benefit plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer or director of NAI, any NAI Subsidiary, or any person Affiliated with NAI under Section 414(b), (c), (m) or (o) of the Code (collectively, "NAI Benefit Plans"). All NAI Benefit Plans, including any such plan that is an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), are in compliance in all material respects with all applicable requirements of law, including but not limited to ERISA and the Code and neither NAI nor any NAI Subsidiary has any material liabilities or obligations with respect to any such NAI Benefit Plan, whether accrued, contingent or otherwise. The execution of, and performance of the transactions contemplated by the Transaction Documents will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any NAI Benefit Plan, policy, arrangement or agreement or any trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefit or obligation to fund benefits with respect to any employee or director. There are no severance agreements or severance policies applicable to employees of NAI or any NAI Subsidiary.

Absence of Changes in Benefit Plans; ERISA Compliance. (a) Except as set forth disclosed on Schedule 2.195.12(a), there neither the CIM Partnership nor any of its Subsidiaries has not been any adoption of any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other employee benefit plan, arrangement or understanding (whether or not legally binding, or oral or in writing) providing benefits to any current or former employee, officer or director of NAIthe CIM Partnership, any NAI Subsidiary, of its Subsidiaries or any person Affiliated affiliated with NAI the CIM Partnership under Section 414(b), (c), (m) or (o) of the Code (collectively, "NAI “CIM Benefit Plans"”). All NAI . (b) Except as described on Schedule 5.12(b) or as would not have a CIM Material Adverse Effect, (i) all CIM Benefit Plans, including any such plan that is an "“employee benefit plan" ” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”), are in compliance in all material respects with all applicable requirements of law, including but not limited to ERISA and the Code Code, and (ii) neither NAI the CIM Partnership nor any NAI Subsidiary of its Subsidiaries has any material liabilities or obligations with respect to any such NAI CIM Benefit Plan, whether accrued, contingent or otherwise, nor to the knowledge of CIM are any such liabilities or obligations expected to be incurred. The Except as set forth on Schedule 5.12(b), the execution of, and performance of the transactions contemplated by the Transaction Documents Transactions in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any NAI CIM Benefit Plan, policy, arrangement or agreement or any trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefit benefits or obligation to fund benefits with respect to any employee or director. There are no The only severance agreements or severance policies applicable to employees of NAI the CIM Partnership or any NAI Subsidiaryits Subsidiaries are the agreements and policies specifically referred to on Schedule 5.12(b).

Absence of Changes in Benefit Plans; ERISA Compliance. (a) Except as set forth disclosed on Schedule 2.196.12(a), there neither Trust nor any of its Subsidiaries has not been any adoption of any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other employee benefit plan, arrangement or understanding (whether or not legally binding, or oral or in writing) providing benefits to any current or former employee, officer or director of NAITrust, any NAI Subsidiary, of its Subsidiaries or any person Affiliated affiliated with NAI Trust under Section 414(b), (c), (m) or (o) of the Code (collectively, "NAI “Trust Benefit Plans"”). All NAI . (b) Except as described on Schedule 6.12(b) or as would not have a Trust Material Adverse Effect, (i) all Trust Benefit Plans, including any such plan that is an "“employee benefit plan" ” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”), are in compliance in all material respects with all applicable requirements of law, including but not limited to ERISA and the Code Code, and (ii) neither NAI Trust nor any NAI Subsidiary of its Subsidiaries has any material liabilities or obligations with respect to any such NAI Trust Benefit Plan, whether accrued, contingent or otherwise, nor to the knowledge of Trust are any such liabilities or obligations expected to be incurred. The Except as set forth on Schedule 6.12(b), the execution of, and performance of the transactions contemplated by the Transaction Documents Transactions in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any NAI Trust Benefit Plan, policy, arrangement or agreement or any trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefit benefits or obligation to fund benefits with respect to any employee or director. There are no The only severance agreements or severance policies applicable to employees of NAI Trust or any NAI Subsidiaryits Subsidiaries are the agreements and policies specifically referred to on Schedule 6.12(b).