Common use of Administration and Compliance Clause in Contracts

Administration and Compliance. Except as set forth on Schedule 3.17(b), with respect to each Employee Plan: (i) such Employee Plan has been established, maintained, operated and administered in all material respects in accordance with its terms and in compliance in all material respects with ERISA, the Code, and other applicable Laws (including with respect to reporting and disclosure); (ii) all amounts withheld pursuant to such Employee Plan from employees have, where applicable, been timely deposited into the appropriate trust or account; (iii) no Entity or any ERISA Affiliate of either Entity has breached the fiduciary rules of ERISA or engaged in a prohibited transaction that could subject either Entity to any Tax or penalty imposed under Section 4975 of the Code or Section 502(i), (j) or (l) of ERISA in excess of $50,000; (iv) as of the date hereof, no Proceedings (other than routine claims for benefits or administrative appeals with respect thereto) are pending against such Employee Plan; (v) such Employee Plan, if intended to be "qualified", within the meaning of Section 401(a) of the Code, has been determined by the Internal Revenue Service to be so qualified to the extent addressed in the most recent favorable determination letter, and nothing has occurred that has or could reasonably be expected to adversely affect such qualification; (vi) except as may be required under Laws of general application, such Employee Plan does not obligate any Entity to provide any employee or former employee, or their spouses, family members or beneficiaries, any post-employment or post-retirement health or life insurance, accident or other "welfare-type" benefits; (vii) if such Employee Plan is a "group health plan" within the meaning of Section 5000 of the Code, such Employee Plan has been maintained in compliance with Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA so that no Tax imposed under Section 4980B of the Code has been or is expected to be incurred by either Entity in excess of $50,000; (viii) all reporting and disclosure obligations imposed under ERISA and the Code have been satisfied in all material respects and no IRS Form 5500 has been filed late (after consideration of any applicable extension) for any of the three most recently ended plan years; and (ix) without limiting Section 3.8(c), no benefit payable or which becomes payable by any Entity pursuant to such Employee Plan shall constitute an "excess parachute payment," within the meaning of Section 280G of the Code, which is or may be subject to the imposition of an excise Tax under Section 4999 of the Code or which will not be deductible by reason of Section 280G of the Code.

Administration and Compliance. Except as set forth on Schedule 3.17(b5.18(b), with respect to each Company Employee Plan:Plan (references to the Company in this clause (b) are intended to include the NY Subsidiary where applicable): (i) such Company Employee Plan has been established, maintained, operated and administered in all material respects in accordance with its terms and in compliance in all material respects with ERISA, the Code, and other applicable Laws (including with respect to reporting and disclosure); (ii) all required, declared or discretionary (in accordance with historical practices) payments, premiums, contributions, reimbursements or accruals for all periods ending prior to or as of the date hereof have been made or properly accrued on the Latest Balance Sheet, or with respect to accruals properly made after the Latest Balance Sheet Date, on the books and records of the Company and all amounts withheld pursuant to such Employee Plan from employees have, where applicable, have been timely deposited into the appropriate trust or account; (iii) there is no Entity unfunded actual Liability relating to such Company Employee Plan which is not reflected on the Latest Balance Sheet, or with respect to accruals properly made after the Latest Balance Sheet Date, on the books and records of the Company; (iv) neither the Company nor any of its ERISA Affiliate Affiliates, nor any other "disqualified person" or "party in interest" (as such terms are defined in Section 4975 of either Entity the Code and Section 3(14) of ERISA, respectively) with respect to such Company Employee Plan, has breached the fiduciary rules of ERISA or engaged in a prohibited transaction that could subject either Entity the Company or its Subsidiaries to any Tax tax or penalty imposed under Section 4975 of the Code or of Section 502(i), (j) or (l) of ERISA in excess of $50,000ERISA; (ivv) as of the date hereof, no Proceedings (other than routine claims for benefits or administrative appeals with respect theretobenefits) are pending or, to the Best Knowledge of the Seller, threatened against or relating to any Company Employee Plan or any fiduciary thereof, and there is, to the Best Knowledge of the Seller, no basis for any such Proceeding against any Company Employee Plan; (vvi) such Company Employee Plan, if intended to be "qualified", within the meaning of Section 401(a) of the Code, has been determined by the Internal Revenue Service to be so qualified to and the extent addressed in related trusts are exempt from Tax under Section 501(a) of the most recent favorable determination letterCode, and nothing has occurred that has or could reasonably be expected to adversely affect such qualificationqualification or exemption; (vivii) except as may be required under Laws of general application, such Company Employee Plan does not obligate any Entity the Company to provide any employee or former employee, or their spouses, family members or beneficiaries, any post-employment or post-retirement health or life insurance, accident or other "welfare-type" benefits; (viiviii) if such Company Employee Plan is a "group health plan" within the meaning of Section 5000 of the Code, such Company Employee Plan has been maintained in all material respects in compliance with Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA so that and no Tax imposed under tax payable on account of Section 4980B of the Code has been or is expected to be incurred by either Entity in excess of $50,000; (viii) all reporting and disclosure obligations imposed under ERISA and the Code have been satisfied in all material respects and no IRS Form 5500 has been filed late (after consideration of any applicable extension) for any of the three most recently ended plan yearsincurred; and (ix) without limiting neither the Company nor any ERISA Affiliate thereof is or has ever maintained or been obligated to contribute to a Multiemployer Plan (as defined in Section 3.8(c3(37) of ERISA), no benefit payable or which becomes payable by any Entity pursuant to such Employee a Multiple Employer Plan shall constitute an "excess parachute payment," within the meaning of (as defined in Section 280G 413 of the Code, which is ) or may be subject to the imposition a Defined Benefit Pension Plan (as defined in Section 3(35) of an excise Tax under Section 4999 of the Code or which will not be deductible by reason of Section 280G of the Code.ERISA);

Administration and Compliance. Except as set forth on Schedule 3.17(b4.20(b), with respect to each Employee Plan: (i) such each Employee Benefit Plan has been established, maintained, operated and administered in all material respects in accordance with its terms and in compliance in all material respects with ERISA, the Code, and other applicable Laws (including with respect to reporting and disclosure); (ii) all required, declared or discretionary (in accordance with historical practices) payments, premiums, contributions, reimbursements or accruals for all periods ending prior to or as of the date hereof have been made or properly accrued on the Latest Balance Sheet, or with respect to accruals properly made after the Latest Balance Sheet Date, on the books and records of the applicable entity and all amounts withheld pursuant to such Employee Plan from employees have, where applicable, have been timely deposited into the appropriate trust or account; (iii) there is no Entity unfunded actual or potential Liability relating to such Employee Plan which is not specifically accrued for on the Latest Balance Sheet, or with respect to accruals properly made after the Latest Balance Sheet Date, on the books and records of the applicable entity; (iv) no entity, any of their respective ERISA Affiliates or any ERISA Affiliate other "disqualified person" or "party in interest" (as such terms are defined in Section 4975 of either Entity the Code and Section 3(14) of ERISA, respectively) with respect to such Employee Benefit Plan, has breached the fiduciary rules of ERISA or engaged in a prohibited transaction that could subject either Entity any of the foregoing Persons to any Tax tax or penalty imposed under Section 4975 of the Code or of Section 502(i), (j) or (l) of ERISA in excess of $50,000ERISA; (ivv) as of the date hereof, no Proceedings (other than routine claims for benefits or administrative appeals with respect theretobenefits) are pending or, to the Best Knowledge of the Company, threatened against or relating to any Employee Benefit Plan or any fiduciary thereof, and there is, to the Best Knowledge of the Company, no basis for any such Proceeding against any Employee Benefit Plan; (vvi) such Employee Benefit Plan, if intended to be "qualified", within the meaning of Section 401(a) of the Code, has been determined by the Internal Revenue Service to be so qualified to and the extent addressed in related trusts are exempt from Tax under Section 501(a) of the most recent favorable determination letterCode, and nothing has occurred that has or could reasonably be expected to adversely affect such qualificationqualification or exemption; (vivii) except as may be required under Laws of general application, such Employee Benefit Plan does not obligate any Entity entity to provide any employee or former employee, or their spouses, family members or beneficiaries, any post-employment or post-retirement health or life insurance, accident or other "welfare-type" benefits; (viiviii) if such each Employee Benefit Plan which is a "group health plan" within subject to the meaning of Section 5000 requirements of the Code, such Employee Plan Consolidated Omnibus Budget Reconciliation of 1985 ("COBRA") and the Health Insurance Portability and Accountability Act ("HIPAA") has been maintained in compliance with COBRA and HIPAA, including all notice requirements, and no tax payable on account of Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA so that no Tax imposed under Section 4980B or any other section of the Code has been or is expected to be incurred by either Entity in excess of $50,000incurred; (viii) all reporting and disclosure obligations imposed under ERISA and the Code have been satisfied in all material respects and no IRS Form 5500 has been filed late (after consideration of any applicable extension) for any of the three most recently ended plan years; and (ix) without limiting Section 3.8(c), no benefit payable or which becomes may become payable by any Entity the Company or its ERISA Affiliates pursuant to such any Employee Plan shall constitute an "excess parachute payment," within the meaning of Section 280G of the Code, which is or may be subject to the imposition of an excise Tax tax under Section 4999 of the Code or which will would not be deductible by reason of Section 280G of the Code; (x) each Employee Benefit Plan which is intended to meet the requirements of Section 125 of the Code meets such requirements and each program of benefits for which employee contributions are provided pursuant to elections made under such Employee Benefit Plan meets the requirements of the Code applicable thereto; (xi) the present value of all accrued benefits (whether or not vested) under each Employee Benefit Plan subject to Title IV of ERISA did not exceed, as of the most recent plan valuation date, and will not exceed, as of the Closing Date, the then current fair market value of the assets of such Plan (for purposes of determining the present value of accrued benefits under the Plans, the actuarial assumptions and methods used under each Plan for the most recent plan valuation date shall be used); (xii) no Employee Benefit Plan subject to Part (3) of Subtitle B of Title I of ERISA or Section 412 of the Code has incurred any "accumulated funding deficiency" (as defined in Section 412(a) of the Code), whether or not waived; (xiii) no liability under Title IV of ERISA has been incurred, including without limitation, for previously terminated Employee Benefit Plans, by the Company or its ERISA Affiliates that has not been satisfied, and no condition exists that presents a risk to the Company or its ERISA Affiliates of incurring any liability under such Title; (xiv) no "reportable event" (within the meaning of Section 4043 of ERISA) has occurred with respect to any Employee Benefit Plan; (xv) each Foreign Employee Benefit Plan has been maintained in good standing with applicable Governmental Entity; (xvi) all contributions have been made with respect to all Foreign Employee Benefit Plans on a timely basis; (xvii) neither the Company nor any ERISA Affiliate has incurred any obligation in connection with the termination of or withdrawal from any Foreign Employee Benefit Plan; (xviii) the present value of the accrued benefit liabilities (whether vested or not) under each Foreign Employee Benefit Plan, determined as of the end of the Company's most recently ended fiscal year on the basis of actuarial assumptions provided for in such Foreign Employee Benefit Plan, did not exceed the current value of the assets of such Foreign Plan allocable to such benefit liabilities; (xix) neither the Company nor any of its ERISA Affiliates has within the past five years had a complete or partial withdrawal from any Multiemployer Plan as to which any withdrawal liability is due or may be assessed.

Administration and Compliance. Except as set forth on ----------------------------- Schedule 3.17(b), with respect to each Employee Plan:: ---------------- (i) such Employee Plan has been established, maintained, operated and administered in all material respects in accordance with its terms and in compliance in all material respects with ERISA, the Code, and other applicable Laws (including with respect to reporting and disclosure); (ii) all required, declared or discretionary (in accordance with historical practices) payments, premiums, contributions, reimbursements or accruals for all periods ending prior to or as of the date hereof have been made or properly accrued on the Latest Balance Sheet, or with respect to accruals properly made after the Latest Balance Sheet Date, on the books and records of the applicable entity and all amounts withheld pursuant to such Employee Plan from employees have, where applicable, have been timely deposited into the appropriate trust or account; (iii) there is no Entity unfunded actual or potential Liability relating to such Employee Plan which is not reflected on the Latest Balance Sheet, or with respect to accruals properly made after the Latest Balance Sheet Date, on the books and records of the applicable entity; (iv) no entity, any of their respective ERISA Affiliates or any ERISA Affiliate other "disqualified person" or "party in interest" (as such terms ------------------- ----------------- are defined in Section 4975 of either Entity the Code and Section 3(14) of ERISA, respectively) with respect to such Employee Plan, has breached the fiduciary rules of ERISA or engaged in a prohibited transaction that could subject either Entity any of the foregoing Persons to any Tax tax or penalty imposed under Section 4975 of the Code or of Section 502(i), (j) or (l) of ERISA in excess of $50,000ERISA; (ivv) as of the date hereof, no Proceedings (other than routine claims for benefits or administrative appeals with respect theretobenefits) are pending or, to the Best Knowledge of the Company, threatened against or relating to any Employee Plan or any fiduciary thereof, and there is, to the Best Knowledge of the Company, no basis for any such Proceeding against any Employee Plan; (vvi) such Employee Plan, if intended to be "qualified", --------- within the meaning of Section 401(a) of the Code, has been determined by the Internal Revenue Service to be so qualified to and the extent addressed in related trusts are exempt from Tax under Section 501(a) of the most recent favorable determination letterCode, and nothing has occurred that has or could reasonably be expected to adversely affect such qualificationqualification or exemption; (vivii) except as may be required under Laws of general application, such Employee Plan does not obligate any Entity entity to provide any employee or former employee, or their spouses, family members or beneficiaries, any post-employment or post-retirement health or life insurance, accident or other "welfare-type" benefits;; ------------ (viiviii) if such Employee Plan is a "group health plan" ----------------- within the meaning of Section 5000 of the Code, such Employee Plan has been maintained in compliance with Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA so that and no Tax imposed under tax payable on account of Section 4980B of the Code has been or is expected to be incurred by either Entity in excess of $50,000; (viii) all reporting and disclosure obligations imposed under ERISA and the Code have been satisfied in all material respects and no IRS Form 5500 has been filed late (after consideration of any applicable extension) for any of the three most recently ended plan yearsincurred; and (ix) without limiting no entity and no ERISA Affiliate of any entity is or has ever maintained or been obligated to contribute to a Multiemployer Plan (as defined in Section 3.8(c3(37) of ERISA), no benefit payable or which becomes payable by any Entity pursuant to such Employee a Multiple Employer Plan shall constitute an "excess parachute payment," within the meaning of (as defined in Section 280G 413 of the Code, which is ) or may be subject to the imposition a Defined Benefit Pension Plan (as defined in Section 3(35) of an excise Tax under Section 4999 of the Code or which will not be deductible by reason of Section 280G of the Code.ERISA);

Administration and Compliance. Except as set forth on Schedule 3.17(b)SCHEDULE 4.18, with respect to each Employee Plan: (i) such Employee Plan has been established, maintained, operated and administered in all material respects in accordance with its terms and in compliance in all material respects with ERISA, the Code, and other applicable Laws (including with respect to reporting and disclosure); (ii) all required, declared or discretionary (in accordance with historical practices) payments, premiums, contributions, reimbursements or accruals for all periods ending prior to or as of the date hereof have been made or properly accrued on the Latest Balance Sheet, or with respect to accruals properly made after the date of the Latest Balance Sheet, on the books and records of the Company and all amounts withheld pursuant to such Employee Plan from employees have, where applicable, have been timely deposited into the appropriate trust or account; (iii) there is no Entity unfunded actual or potential Liability relating to such Employee Plan which is not reflected on the Latest Balance Sheet, or with respect to accruals properly made after the date of the Latest Balance Sheet, on the books and records of the Company; (iv) Neither the Company nor any of its respective ERISA Affiliates or any ERISA Affiliate other "DISQUALIFIED PERSON" or "PARTY IN INTEREST" (as such terms are defined in Section 4975 of either Entity has the Code and Section 3(14) of ERISA, respectively) with respect to such Plan, have breached the fiduciary rules of ERISA or engaged in a prohibited transaction that could subject either Entity any of the foregoing Persons to any Tax tax or penalty imposed under Section 4975 of the Code or of Section 502(i), (j) or (l) of ERISA in excess of $50,000ERISA; (ivv) as of the date hereof, no Proceedings (other than routine claims for benefits or administrative appeals with respect theretobenefits) are pending or, to the Knowledge of the Seller, threatened against or relating to any Plan or any fiduciary thereof, and there is, to the Knowledge of the Seller, no basis for any such Employee Proceeding against any Plan; (vvi) such Employee Plan, if intended to be "qualified", QUALIFIED," within the meaning of Section 401(a) of the Code, has been determined by the Internal Revenue Service to be so qualified to and the extent addressed in related trusts are exempt from Tax under Section 501(a) of the most recent favorable determination letterCode, and nothing has occurred that has or could reasonably be expected to adversely affect such qualificationqualification or exemption; (vivii) except as may be required under Laws of general application, such Employee Plan does not obligate any Entity the Company to provide any employee or former employee, or their spouses, family members or beneficiaries, any post-employment or post-retirement health or life insurance, accident or other "welfareWELFARE-typeTYPE" benefits; (viiviii) if such Employee Plan is a "group health planGROUP HEALTH PLAN" within the meaning of Section 5000 of the Code, such Employee Plan has been maintained in compliance with Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA so that and no Tax imposed under tax payable on account of Section 4980B of the Code has been or is expected to be incurred by either Entity in excess of $50,000incurred; (viiiix) the Company has never maintained or been obligated to contribute to a Multi-employer Plan (as defined in Section 3(37) of ERISA), a Multiple Employer Plan (as defined in Section 413 of the Code) or a Defined Benefit Pension Plan (as defined in Section 3(35) of ERISA); (x) all reporting and disclosure obligations imposed under ERISA and the Code have been satisfied in all material respects and no IRS Form 5500 has been filed late (after consideration of any applicable extension) for any of the three most recently ended plan yearswith respect to each Plan; and (ixxi) without limiting Section 3.8(c), no benefit payable or which becomes payable by the Company or any Entity ERISA Affiliate thereof pursuant to such Employee any Plan shall constitute an "excess parachute paymentEXCESS PARACHUTE PAYMENT," within the meaning of Section 280G of the Code, which is or may be subject to the imposition of an excise Tax tax under Section 4999 of the Code or which will would not be deductible by reason of Section 280G of the Code.

Administration and Compliance. Except as set forth on Schedule 3.17(bSCHEDULE 6.18(B), ----------------------------- ---------------- with respect to each Company Employee Plan: (i) such each Company Employee Plan has been established, maintained, operated and administered in all material respects in accordance with its terms and in compliance in all material respects with ERISA, the Code, and other applicable Laws (including with respect to reporting and disclosure); (ii) all required, declared or discretionary (in accordance with historical practices) payments, premiums, contributions, reimbursements or accruals for all periods ending prior to or as of the date hereof have been made or properly accrued on the Latest Balance Sheet, or with respect to accruals properly made after the Latest Balance Sheet Date, on the books and records of such Company and all amounts withheld pursuant to such Employee Plan from employees have, where applicable, have been timely deposited into the appropriate trust or account; (iii) there is no Entity unfunded Liability relating to any Company Employee Plan which is not reflected on the Latest Balance Sheet, or with respect to accruals properly made after the Latest Balance Sheet Date, on the books and records of such Company; (iv) none of the Companies, or its ERISA Affiliates, nor any ERISA Affiliate other "disqualified person" or "party in interest" (as such terms are defined in Section 4975 of either Entity the Code and Section 3(14) of ERISA, respectively) with respect to such Company Employee Plan, has breached the fiduciary rules of ERISA or engaged in a prohibited transaction that could subject either Entity any of the foregoing Persons to any Tax tax or penalty imposed under Section 4975 of the Code or of Section 502(i), (j) or (l) of ERISA in excess of $50,000ERISA; (ivv) as of the date hereof, no Proceedings (other than routine claims for benefits or administrative appeals with respect theretobenefits) are pending or, to the Best Knowledge of the Seller, threatened against or relating to any Company Employee Plan or any fiduciary thereof, and there is, to the Best Knowledge of the Seller, no basis for any such Proceeding against any Company Employee Plan; (vvi) such each Company Employee Plan, if intended to be "qualified", within the meaning of Section 401(a) of the Code, has been determined by the Internal Revenue Service to be so qualified to and the extent addressed in related trusts are exempt from Tax under Section 501(a) of the most recent favorable determination letterCode, and nothing has occurred that has or could reasonably be expected to adversely affect such qualificationqualification or exemption; (vivii) except as may be required under Laws of general application, such no Company Employee Plan does not obligate obligates any Entity Company to provide any employee or former employee, or their spouses, family members or beneficiaries, any post-employment or post-retirement health or life insurance, accident or other "welfare-type" benefits; (viiviii) if such each Company Employee Plan which is a "group health plan" within subject to the meaning of Section 5000 requirements of the Code, such Employee Plan consolidated Omnibus Budget Reconciliation of 1985 ("COBRA") and the Health Insurance Portability and Accountability Act ("HIPAA") has been maintained in compliance with COBRA and HIPAA, including all notice requirements, and no tax payable on account of Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA so that no Tax imposed under Section 4980B or any other section of the Code has been or is expected to be incurred by either Entity in excess of $50,000incurred; (viiiix) all reporting and disclosure obligations imposed under no Company nor any ERISA and the Code have Affiliate thereof is or has ever maintained or been satisfied obligated to contribute to a Multiemployer Plan (as defined in all material respects and no IRS Form 5500 has been filed late Section 3(37) of ERISA), a Multiple Employer Plan (after consideration of any applicable extension) for any as defined in Section 413 of the three most recently ended plan yearsCode) or a Defined Benefit Pension Plan (as defined in Section 3(35) of ERISA); and (ixx) without limiting Section 3.8(c), no benefit payable or which becomes may become payable by any Entity Company or its ERISA Affiliates pursuant to such any Company Employee Plan shall constitute an "excess parachute payment," within the meaning of Section 280G of the Code, which is or may be subject to the imposition of an excise Tax tax under Section 4999 of the Code or which will would not be deductible by reason of Section 280G of the Code.

Administration and Compliance. Except as set forth on Schedule 3.17(b), with respect to each Employee Plan: (i) such each Employee Benefit Plan has been established, maintained, operated and administered in all material respects in accordance with its terms and in compliance in all material respects with ERISA, the Code, and other applicable Laws (including with respect to reporting and disclosure); (ii) all required, declared or discretionary (in accordance with historical practices) payments, premiums, contributions, reimbursements or accruals for all periods ending prior to or as of the date hereof have been made or properly accrued on the Latest Balance Sheet, or with respect to accruals properly made after the Latest Balance Sheet Date, on the books and records of the applicable entity and all amounts withheld pursuant to such Employee Plan from employees have, where applicable, have been timely deposited into the appropriate trust or account; (iii) there is no Entity unfunded actual or potential Liability relating to such Employee Plan which is not specifically accrued for on the Latest Balance Sheet, or with respect to accruals properly made after the Latest Balance Sheet Date, on the books and records of the applicable entity; (iv) no entity, any of their respective ERISA Affiliates or any ERISA Affiliate other "disqualified person" or "party in interest" (as such terms are ------------------- ----------------- defined in Section 4975 of either Entity the Code and Section 3(14) of ERISA, respectively) with respect to such Employee Benefit Plan, has breached the fiduciary rules of ERISA or engaged in a prohibited transaction that could subject either Entity any of the foregoing Persons to any Tax tax or penalty imposed under Section 4975 of the Code or of Section 502(i), (j) or (l) of ERISA in excess of $50,000ERISA; (ivv) as of the date hereof, no Proceedings (other than routine claims for benefits or administrative appeals with respect theretobenefits) are pending or, to the Best Knowledge of the Company, threatened against or relating to any Employee Benefit Plan or any fiduciary thereof, and there is, to the Best Knowledge of the Company, no basis for any such Proceeding against any Employee Benefit Plan; (vvi) such Employee Benefit Plan, if intended to be "qualified", within the meaning of Section 401(a) of the Code, has been --------- determined by the Internal Revenue Service to be so qualified to and the extent addressed in related trusts are exempt from Tax under Section 501(a) of the most recent favorable determination letterCode, and nothing has occurred that has or could reasonably be expected to adversely affect such qualificationqualification or exemption; (vivii) except as may be required under Laws of general application, such Employee Benefit Plan does not obligate any Entity entity to provide any employee or former employee, or their spouses, family members or beneficiaries, any post-employment or post-retirement health or life insurance, accident or other "welfare-type" benefits;; ------------ (viiviii) if such each Employee Benefit Plan which is a "group health plan" within subject to the meaning of Section 5000 requirements of the Code, such Employee Plan Consolidated Omnibus Budget Reconciliation of 1985 ("COBRA") and the Health Insurance Portability and Accountability Act ----- ("HIPAA") has been maintained in compliance with COBRA and HIPAA, including ----- all notice requirements, and no tax payable on account of Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA so that no Tax imposed under Section 4980B or any other section of the Code has been or is expected to be incurred by either Entity in excess of $50,000incurred; (viii) all reporting and disclosure obligations imposed under ERISA and the Code have been satisfied in all material respects and no IRS Form 5500 has been filed late (after consideration of any applicable extension) for any of the three most recently ended plan years; and (ix) without limiting Section 3.8(c), no benefit payable or which becomes may become payable by any Entity the Company or its ERISA Affiliates pursuant to such any Employee Plan shall constitute an "excess parachute payment," within the meaning of Section 280G of the Code, which is or may be subject to the imposition of an excise Tax tax under Section 4999 of the Code or which will would not be deductible by reason of Section 280G of the Code; (x) each Employee Benefit Plan which is intended to meet the requirements of Section 125 of the Code meets such requirements and each program of benefits for which employee contributions are provided pursuant to elections made under such Employee Benefit Plan meets the requirements of the Code applicable thereto; (xi) the present value of all accrued benefits (whether or not vested) under each Employee Benefit Plan subject to Title IV of ERISA did not exceed, as of the most recent plan valuation date, and will not exceed, as of the Closing Date, the then current fair market value of the assets of such Plan (for purposes of determining the present value of accrued benefits under the Plans, the actuarial assumptions and methods used under each Plan for the most recent plan valuation date shall be used); (xii) no Employee Benefit Plan subject to Part (3) of Subtitle B of Title I of ERISA or Section 412 of the Code has incurred any "accumulated funding deficiency" (as defined in Section 412(a) of the Code), whether or not waived; (xiii) no liability under Title IV of ERISA has been incurred, including without limitation, for previously terminated Employee Benefit Plans, by the Company or its ERISA Affiliates that has not been satisfied, and no condition exists that presents a risk to the Company or its ERISA Affiliates of incurring any liability under such Title; (xiv) no "reportable event" (within the meaning of Section 4043 of ERISA) has occurred with respect to any Employee Benefit Plan; (xv) each Foreign Employee Benefit Plan has been maintained in good standing with applicable Governmental Entity; (xvi) all contributions have been made with respect to all Foreign Employee Benefit Plans on a timely basis; (xvii) neither the Company nor any ERISA Affiliate has incurred any obligation in connection with the termination of or withdrawal from any Foreign Employee Benefit Plan; (xviii) the present value of the accrued benefit liabilities (whether vested or not) under each Foreign Employee Benefit Plan, determined as of the end of the Company's most recently ended fiscal year on the basis of actuarial assumptions provided for in such Foreign Employee Benefit Plan, did not exceed the current value of the assets of such Foreign Plan allocable to such benefit liabilities; (xix) neither the Company nor any of its ERISA Affiliates has within the past five years had a complete or partial withdrawal from any Multiemployer Plan as to which any withdrawal liability is due or may be assessed.

Administration and Compliance. Except as set forth on Schedule 3.17(b)3.18, with respect to each Employee Plan:Plan (to the extent applicable): (i) such Employee Plan has been established, maintained, operated and administered in all material respects in accordance with its terms and in compliance in all material respects with ERISA, the Code, and other applicable Laws (including with respect to reporting and disclosure); (ii) all required, declared or discretionary (in accordance with historical practices) payments, premiums, contributions, reimbursements or accruals for all periods ending prior to or as of the date hereof have been made or properly accrued on the Latest Balance Sheet, or with respect to accruals properly made after the date of the Latest Balance Sheet, on the books and records of the Company and all amounts withheld pursuant to such Employee Plan from employees have, where applicable, have been timely deposited into the appropriate trust or account; (iii) there is no Entity unfunded actual or potential Liability relating to such Employee Plan which is not reflected on the Latest Balance Sheet, or with respect to accruals properly made after the date of the Latest Balance Sheet, on the books and records of the Company; (iv) Neither the Company nor any of its respective ERISA Affiliates or any ERISA Affiliate other "disqualified person" or "party in interest" (as such terms are defined in Section 4975 of either Entity has the Code and Section 3(14) of ERISA, respectively) with respect to such Plan, have breached the fiduciary rules of ERISA or engaged in a prohibited transaction that could subject either Entity any of the foregoing Persons to any Tax tax or penalty imposed under Section 4975 of the Code or of Section 502(i), (j) or (l) of ERISA in excess of $50,000ERISA; (ivv) as of the date hereof, no Proceedings (other than routine claims for benefits or administrative appeals with respect theretobenefits) are pending or, to the Knowledge of the Company, threatened against or relating to any Plan or any fiduciary thereof, and there is, to the Knowledge of the Company, no basis for any such Employee Proceeding against any Plan; (vvi) such Employee Plan, if intended to be "qualified", ," within the meaning of Section 401(a) of the Code, has been determined by the Internal Revenue Service to be so qualified to and the extent addressed in related trusts are exempt from Tax under Section 501(a) of the most recent favorable determination letterCode, and nothing has occurred that has or could reasonably be expected to adversely affect such qualificationqualification or exemption; (vivii) except as may be required under Laws of general application, such Employee Plan does not obligate any Entity the Company to provide any employee or former employee, or their spouses, family members or beneficiaries, any post-employment or post-retirement health or life insurance, accident or other "welfare-type" benefits; (viiviii) if such Employee Plan is a "group health plan" within the meaning of Section 5000 of the Code, such Employee Plan has been maintained in compliance with Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA so that and no Tax imposed under tax payable on account of Section 4980B of the Code has been or is expected to be incurred by either Entity in excess of $50,000incurred; (viiiix) the Company has never maintained or been obligated to contribute to a Multi-employer Plan (as defined in Section 3(37) of ERISA), a Multiple Employer Plan (as defined in Section 413 of the Code) or a Defined Benefit Pension Plan (as defined in Section 3(35) of ERISA); (x) all reporting and disclosure obligations imposed under ERISA and the Code have been satisfied in all material respects and no IRS Form 5500 has been filed late (after consideration of any applicable extension) for any of the three most recently ended plan yearswith respect to each Plan; and (ixxi) without limiting Section 3.8(c), no benefit payable or which becomes payable by the Company or any Entity ERISA Affiliate thereof pursuant to such Employee any Plan shall constitute an "excess parachute payment," within the meaning of Section 280G of the Code, which is or may be subject to the imposition of an excise Tax tax under Section 4999 of the Code or which will would not be deductible by reason of Section 280G of the Code.

Administration and Compliance. Except as set forth on Schedule 3.17(b), with respect to each Employee Plan: (i) such each Employee Benefit Plan has been established, maintained, operated and administered in all material respects in accordance with its terms and in compliance in all material respects with ERISA, the Code, and other applicable Laws (including with respect to reporting and disclosure); (ii) all required, declared or discretionary (in accordance with historical practices) payments, premiums, contributions, reimbursements or accruals for all periods ending prior to or as of the date hereof have been made or properly accrued on the Latest Balance Sheet, or with respect to accruals properly made after the Latest Balance Sheet Date, on the books and records of the applicable entity and all amounts withheld pursuant to such Employee Plan from employees have, where applicable, have been timely deposited into the appropriate trust or account; (iii) there is no Entity unfunded actual or potential Liability relating to such Employee Plan which is not specifically accrued for on the Latest Balance Sheet, or with respect to accruals properly made after the Latest Balance Sheet Date, on the books and records of the applicable entity; (iv) no entity, any of their respective ERISA Affiliates or any ERISA Affiliate other "disqualified person" or "party in interest" (as such terms are defined in ------------------- ----------------- Section 4975 of either Entity the Code and Section 3(14) of ERISA, respectively) with respect to such Employee Benefit Plan, has breached the fiduciary rules of ERISA or engaged in a prohibited transaction that could subject either Entity any of the foregoing Persons to any Tax tax or penalty imposed under Section 4975 of the Code or of Section 502(i), (j) or (l) of ERISA in excess of $50,000ERISA; (ivv) as of the date hereof, no Proceedings (other than routine claims for benefits or administrative appeals with respect theretobenefits) are pending or, to the Best Knowledge of the Company, threatened against or relating to any Employee Benefit Plan or any fiduciary thereof, and there is, to the Best Knowledge of the Company, no basis for any such Proceeding against any Employee Benefit Plan; (vvi) such Employee Benefit Plan, if intended to be "qualified", --------- within the meaning of Section 401(a) of the Code, has been determined by the Internal Revenue Service to be so qualified to and the extent addressed in related trusts are exempt from Tax under Section 501(a) of the most recent favorable determination letterCode, and nothing has occurred that has or could reasonably be expected to adversely affect such qualificationqualification or exemption; (vivii) except as may be required under Laws of general application, such Employee Benefit Plan does not obligate any Entity entity to provide any employee or former employee, or their spouses, family members or beneficiaries, any post-employment or post-retirement health or life insurance, accident or other "welfare-type" benefits;; ------------ (viiviii) if such Employee Plan is a "group health plan" within the meaning compliance with COBRA and HIPAA, including all notice requirements, and no tax payable on account of Section 5000 of the Code, such Employee Plan has been maintained in compliance with Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA so that no Tax imposed under Section 4980B or any other section of the Code has been or is expected to be incurred by either Entity in excess of $50,000incurred; (viii) all reporting and disclosure obligations imposed under ERISA and the Code have been satisfied in all material respects and no IRS Form 5500 has been filed late (after consideration of any applicable extension) for any of the three most recently ended plan years; and (ix) without limiting Section 3.8(c), no benefit payable or which becomes may become payable by any Entity the Company or its ERISA Affiliates pursuant to such any Employee Plan shall constitute an "excess parachute payment," within the meaning of Section 280G of the Code, which is or may be subject to the imposition of an excise Tax tax under Section 4999 of the Code or which will would not be deductible by reason of Section 280G of the Code; (x) each Employee Benefit Plan which is intended to meet the requirements of Section 125 of the Code meets such requirements and each program of benefits for which employee contributions are provided pursuant to elections made under such Employee Benefit Plan meets the requirements of the Code applicable thereto; (xi) the present value of all accrued benefits (whether or not vested) under each Employee Benefit Plan subject to Title IV of ERISA did not exceed, as of the most recent plan valuation date, and will not exceed, as of the Closing Date, the then current fair market value of the assets of such Plan (for purposes of determining the present value of accrued benefits under the Plans, the actuarial assumptions and methods used under each Plan for the most recent plan valuation date shall be used); (xii) no Employee Benefit Plan subject to Part (3) of Subtitle B of Title I of ERISA or Section 412 of the Code has incurred any "accumulated funding deficiency" (as defined in Section 412(a) of the Code), whether or not waived; (xiii) no liability under Title IV of ERISA has been incurred, including without limitation, for previously terminated Employee Benefit Plans, by the Company or its ERISA Affiliates that has not been satisfied, and no condition exists that presents a risk to the Company or its ERISA Affiliates of incurring any liability under such Title; (xiv) no "reportable event" (within the meaning of Section 4043 of ERISA) has occurred with respect to any Employee Benefit Plan; (xv) each Foreign Employee Benefit Plan has been maintained in good standing with applicable Governmental Entity; (xvi) all contributions have been made with respect to all Foreign Employee Benefit Plans on a timely basis; (xvii) neither the Company nor any ERISA Affiliate has incurred any obligation in connection with the termination of or withdrawal from any Foreign Employee Benefit Plan; (xviii) the present value of the accrued benefit liabilities (whether vested or not) under each Foreign Employee Benefit Plan, determined as of the end of the Company's most recently ended fiscal year on the basis of actuarial assumptions provided for in such Foreign Employee Benefit Plan, did not exceed the current value of the assets of such Foreign Plan allocable to such benefit liabilities; (xix) neither the Company nor any of its ERISA Affiliates has within the past five years had a complete or partial withdrawal from any Multiemployer Plan as to which any withdrawal liability is due or may be assessed.

Administration and Compliance. Except as set forth on Schedule 3.17(bSCHEDULE ----------------------------- -------- 5.18(B), with respect to each Company Employee Plan:: ------- (i) such Company Employee Plan has been established, maintained, operated and administered in all material respects in accordance with its terms and in compliance in all material respects with ERISA, the Code, and other applicable Laws (including with respect to reporting and disclosure); (ii) all required, declared or discretionary (in accordance with historical practices) payments, premiums, contributions, reimbursements or accruals for all periods ending prior to or as of the date hereof have been made or properly accrued on the Latest Balance Sheet, or with respect to accruals properly made after the Latest Balance Sheet Date, on the books and records of such Company or subsidiary and all amounts withheld pursuant to such Employee Plan from employees have, where applicable, have been timely deposited into the appropriate trust or account; (iii) there is no Entity unfunded actual or potential Liability relating to such Company Employee Plan which is not reflected on the Latest Balance Sheet, or with respect to accruals properly made after the Latest Balance Sheet Date, on the books and records of such Company or subsidiary; (iv) none of the Companies, its subsidiaries or its ERISA Affiliates, nor any ERISA Affiliate other "disqualified person" or "party in interest" (as such terms are defined in Section 4975 of either Entity the Code and Section 3(14) of ERISA, respectively) with respect to such Company Employee Plan, has breached the fiduciary rules of ERISA or engaged in a prohibited transaction that could subject either Entity any of the foregoing Persons to any Tax tax or penalty imposed under Section 4975 of the Code or of Section 502(i), (j) or (l) of ERISA in excess of $50,000ERISA; (ivv) as of the date hereof, no Proceedings (other than routine claims for benefits or administrative appeals with respect theretobenefits) are pending or, to the Best Knowledge of the Sellers, threatened against or relating to any Company Employee Plan or any fiduciary thereof, and there is, to the Best Knowledge of the Sellers, no basis for any such Proceeding against any Company Employee Plan; (vvi) such Company Employee Plan, if intended to be "qualified", within the meaning of Section 401(a) of the Code, has been determined by the Internal Revenue Service to be so qualified to and the extent addressed in related trusts are exempt from Tax under Section 501(a) of the most recent favorable determination letterCode, and nothing has occurred that has or could reasonably be expected to adversely affect such qualificationqualification or exemption; (vivii) except as may be required under Laws of general application, such Company Employee Plan does not obligate any Entity Company or subsidiary to provide any employee or former employee, or their spouses, family members or beneficiaries, any post-employment or post-retirement health or life insurance, accident or other "welfare-type" benefits; (viiviii) if such Company Employee Plan is a "group health plan" within the meaning of Section 5000 of the Code, such Company Employee Plan has been maintained in compliance with Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA so that and no material amount of Tax imposed under payable on account of Section 4980B of the Code has been or is expected to be incurred by either Entity in excess of $50,000; (viii) all reporting and disclosure obligations imposed under ERISA and the Code have been satisfied in all material respects and no IRS Form 5500 has been filed late (after consideration of any applicable extension) for any of the three most recently ended plan yearsincurred; and (ix) without limiting neither any Company nor any subsidiary or any ERISA Affiliate thereof is or has ever maintained or been obligated to contribute to a Multiemployer Plan (as defined in Section 3.8(c3(37) of ERISA), no benefit payable or which becomes payable by any Entity pursuant to such Employee a Multiple Employer Plan shall constitute an "excess parachute payment," within the meaning of (as defined in Section 280G 413 of the Code, which is ) or may be subject to the imposition a Defined Benefit Pension Plan (as defined in Section 3(35) of an excise Tax under Section 4999 of the Code or which will not be deductible by reason of Section 280G of the CodeERISA).