Common use of Benefit Plan Compliance Clause in Contracts

Benefit Plan Compliance. (i) With respect to each Company Benefit Plan and Company Employee Agreement, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances, in connection with which the Company or any of its ERISA Affiliates would be subject to any liability material to the Company and its Subsidiaries, taken as a whole, under ERISA, the Code or any other applicable Legal Requirement. (ii) Each Company Benefit Plan and Company Employee Agreement has been, in all material respects, administered and operated in accordance with its terms, with the applicable provisions of ERISA, the Code and all other applicable Legal Requirements and the terms of any applicable collective bargaining agreements. Each Company Benefit Plan, including any material amendments thereto, that is capable of approval by, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”) has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment that has not previously received such Approval, except for the lack of such Approvals which, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. Except as required by Legal Requirements, no condition exists that would prevent the Company or Acquiror from terminating or amending any Company Benefit Plan or Company Employee Agreement at any time for any reason without material liability to the Company and its ERISA Affiliates, taken as a whole (other than ordinary administration expenses or routine claims for benefits). (iii) No material written representation or commitment with respect to any material aspect of any Company Benefit Plan or Company Employee Agreement has been made to a Company Employee by an authorized Company Employee that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company Benefit Plans if such representation or commitment would reasonably be expected to result in material liability to the Company and its ERISA Affiliates, taken as a whole. Neither the Company nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other Company Employee representative body or any material number or category of its Company Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them). (iv) There are no unresolved claims or disputes under the terms of, or in connection with, any Company Benefit Plan or Company Employee Agreement (other than routine claims for benefits), and no action, legal or otherwise, has been commenced or, to the Knowledge of the Company, is threatened or reasonably anticipated (other than routine claims for benefits), with respect to any claim, which would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole.

Benefit Plan Compliance. (i) With respect to each Company Benefit Employee Plan and Company Employee Agreement, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances, in connection with which the Company or any of its ERISA Affiliates Subsidiaries would be subject to any material liability material to under the Company and its SubsidiariesEmployee Retirement Income Security Act of 1974, taken as a whole, under amended (“ERISA”), the Code or any other applicable Legal Requirement. (ii) Each Company Benefit Employee Plan and Company Employee Agreement has been, in all material respects, administered and operated in accordance with its terms, with the applicable provisions of ERISA, the Code and all other applicable material Legal Requirements and the terms of any all applicable collective bargaining agreements. Each Company Benefit Plan, including any material amendments thereto, Employee Plan that is capable intended to be qualified under Section 401(a) of approval bythe Code has either received a favorable determination letter from the Internal Revenue Service as to its qualified status or may rely upon an opinion letter for a prototype plan, and/or registration for and/or qualification for special tax status withand there has been no event, the appropriate taxationcondition or circumstance that has adversely affected or, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”) has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment that Company’s Knowledge, would adversely affect such qualified status. The Company has not previously received such Approvalengaged in any “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, except for the lack which is not otherwise exempt under Section 408 of such Approvals whichERISA, individually or in the aggregate, has not resulted in and would not reasonably be expected with respect to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. Except as required by Legal Requirements, no condition exists that would prevent the Company or Acquiror from terminating or amending any Company Benefit Plan or Employee Plan. Each Company Employee Agreement at any time for any reason Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to the Parent, Company and or any of its ERISA Affiliates, taken as a whole Controlled Group Affiliates (other than ordinary administration expenses or routine claims for benefitsthe payment of vested benefits thereunder). There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by the Internal Revenue Service or U.S. Department of Labor, or any other Governmental Entity or any Employee with respect to any Company Employee Plan. Neither the Company nor any Controlled Group Affiliate is subject to any material penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. (iii) No material written representation or commitment with respect to any material aspect To the Knowledge of any Company Benefit Plan or Company Employee Agreement has been made to a Company Employee by an authorized Company Employee that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company Benefit Plans if such representation or commitment would reasonably be expected to result in material liability to the Company and its ERISA AffiliatesCompany, taken as a whole. Neither neither the Company nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other Company Employee representative body or any material number or category of its Company Employees which would prevent, restrict or materially impede prevent the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them). (iv) There are no unresolved claims or disputes under the terms of, or in connection with, any Company Benefit Plan or Company Employee Agreement (other than routine claims for benefits), and no action, legal or otherwise, has been commenced or, to the Knowledge of the Company, is threatened or reasonably anticipated (other than routine claims for benefits), with respect to any claim, which would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole.

Benefit Plan Compliance. (iEach employee benefit plan within the meaning of Section 3(3) With respect to each Company Benefit Plan and Company Employee Agreement, no event has occurred and, to the Knowledge of the CompanyEmployee Retirement Income Security Act of 1974, there exists no condition as amended (“ERISA”), and all other employee benefit, health, welfare, supplemental unemployment benefit, bonus, pension, profit sharing, deferred compensation, stock compensation, stock purchase, retirement, hospitalization insurance, medical, dental, legal, disability and similar plans or set of circumstancesarrangements or practices maintained, in connection with which administered or contributed to by the Company or any of its ERISA Affiliates would be subject to any liability material affiliates or relating to the employees or former employees of the Company and its Subsidiaries, taken as a whole, under ERISA, the Code or any other applicable Legal Requirement. of its affiliates (iithe “Employee Plans”) Each Company Benefit Plan are and Company Employee Agreement has beenhave been established, registered, qualified, invested and administered, in all material respects, administered and operated in accordance with its their terms, with all laws, regulations, orders or other legislative, administrative or judicial promulgations applicable to the applicable provisions particular Employee Plan including but not limited to ERISA and the Internal Revenue Code of ERISA1986, as amended (the “Code”). All material obligations regarding the Employee Plans have been satisfied, there are no material outstanding defaults or violations by any party thereto, no prohibited transactions (within the meaning of Section 406 of ERISA or Section 4975 of the Code and all other applicable Legal Requirements and (excluding transactions effected pursuant to a statutory or administrative exemption)) or reportable events (within the terms meaning of any applicable collective bargaining agreements. Each Company Benefit Plan, including any material amendments thereto, that is capable Section 4043 of approval by, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”Code) has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment that has not previously received such Approval, except for the lack of such Approvals which, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. Except as required by Legal Requirements, no condition exists that would prevent the Company or Acquiror from terminating or amending any Company Benefit Plan or Company Employee Agreement at any time for any reason without material liability to the Company and its ERISA Affiliates, taken as a whole (other than ordinary administration expenses or routine claims for benefits). (iii) No material written representation or commitment have occurred with respect to such Employee Plan, and no material taxes, penalties or fees are owing or exigible under any material aspect of any Company Benefit Plan or Company the Employee Agreement has been made to a Company Plans. No Employee by an authorized Company Employee that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company Benefit Plans if such representation or commitment would reasonably be expected to result in material liability to the Company and its ERISA AffiliatesPlan, taken as a whole. Neither the Company nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council related trust or other Company Employee representative body funding medium thereunder, is subject to any pending investigation, examination or other proceeding, action or claim initiated by any material number governmental agency or category of its Company Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them). (iv) There are no unresolved claims or disputes under the terms ofinstrumentality, or in connection with, by any Company Benefit Plan or Company Employee Agreement other party (other than routine claims for benefits), and no action, legal or otherwise, has been commenced or, to the Knowledge knowledge of the Company, is threatened Company there exists no state of facts which after notice or reasonably anticipated (other than routine claims for benefits), with respect to any claim, which would lapse of time or both could reasonably be expected to result give rise to any such investigation, examination or other proceeding, action or claim or to affect the registration of any Employee Plan required to be registered. All material contributions or premiums required to be made by the Company or any of its affiliates under the terms of each Employee Plan or by applicable laws have been made in all material liability respects in a timely fashion in accordance with applicable laws and the terms of the Employee Plans. Except as set forth in the Registration Statement, the Time of Sale Information and the Prospectuses or except for such underfunding that is not material, each Employee Plan is in compliance with applicable U.S. and Canadian regulatory and funding requirements and filings. For each Employee Plan that is subject to the Company and its Controlled Group Affiliatesfunding rules of Section 412 of the Code or Section 302 of ERISA, taken no accumulated funding deficiency (as a wholedefined in Section 412 of the Code) has been incurred, whether or not waived.

Benefit Plan Compliance. (iEach employee benefit plan within the meaning of Section 3(3) With respect to each Company Benefit Plan and Company Employee Agreement, no event has occurred and, to the Knowledge of the CompanyEmployee Retirement Income Security Act of 1974, there exists no condition as amended ("ERISA"), and all other employee benefit, health, welfare, supplemental unemployment benefit, bonus, pension, profit sharing, deferred compensation, stock compensation, stock purchase, retirement, hospitalization insurance, medical, dental, legal, disability and similar plans or set of circumstancesarrangements or practices maintained, in connection with which administered or contributed to by the Company or any of its ERISA Affiliates would be subject to any liability material affiliates or relating to the employees or former employees of the Company and its Subsidiaries, taken as a whole, under ERISA, the Code or any other applicable Legal Requirement. of its affiliates (iithe "Employee Plans") Each Company Benefit Plan are and Company Employee Agreement has beenhave been established, registered, qualified, invested and administered, in all material respects, administered and operated in accordance with its their terms, with all laws, regulations, orders or other legislative, administrative or judicial promulgations applicable to the applicable provisions particular Employee Plan including but not limited to ERISA and the Internal Revenue Code of ERISA1986, as amended (the "Code"). All material obligations regarding the Employee Plans have been satisfied, there are no material outstanding defaults or violations by any party thereto, no prohibited transactions (within the meaning of Section 406 of ERISA or Section 4975 of the Code and all other applicable Legal Requirements and (excluding transactions effected pursuant to a statutory or administrative exemption)) or reportable events (within the terms meaning of any applicable collective bargaining agreements. Each Company Benefit Plan, including any material amendments thereto, that is capable Section 4043 of approval by, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”Code) has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment that has not previously received such Approval, except for the lack of such Approvals which, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. Except as required by Legal Requirements, no condition exists that would prevent the Company or Acquiror from terminating or amending any Company Benefit Plan or Company Employee Agreement at any time for any reason without material liability to the Company and its ERISA Affiliates, taken as a whole (other than ordinary administration expenses or routine claims for benefits). (iii) No material written representation or commitment have occurred with respect to such Employee Plan, and no material taxes, penalties or fees are owing or exigible under any material aspect of any Company Benefit Plan or Company the Employee Agreement has been made to a Company Plans. No Employee by an authorized Company Employee that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company Benefit Plans if such representation or commitment would reasonably be expected to result in material liability to the Company and its ERISA AffiliatesPlan, taken as a whole. Neither the Company nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council related trust or other Company Employee representative body funding medium thereunder, is subject to any pending investigation, examination or other proceeding, action or claim initiated by any material number governmental agency or category of its Company Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them). (iv) There are no unresolved claims or disputes under the terms ofinstrumentality, or in connection with, by any Company Benefit Plan or Company Employee Agreement other party (other than routine claims for benefits), and no action, legal or otherwise, has been commenced or, to the Knowledge knowledge of the Company, is threatened Company there exists no state of facts which after notice or reasonably anticipated (other than routine claims for benefits), with respect to any claim, which would lapse of time or both could reasonably be expected to result give rise to any such investigation, examination or other proceeding, action or claim or to affect the registration of any Employee Plan required to be registered. All material contributions or premiums required to be made by the Company or any of its affiliates under the terms of each Employee Plan or by applicable laws have been made in all material liability respects in a timely fashion in accordance with applicable laws and the terms of the Employee Plans. Except as set forth in the U.S. Prospectus and Canadian Prospectus or except for such underfunding that is not material, each Employee Plan is in compliance with applicable U.S. and Canadian regulatory and funding requirements and filings. For each Employee Plan that is subject to the Company and its Controlled Group Affiliatesfunding rules of Section 412 of the Code or Section 302 of ERISA, taken no accumulated funding deficiency (as a wholedefined in Section 412 of the Code) has been incurred, whether or not waived.

Benefit Plan Compliance. (i) With respect to each Company Benefit Plan and Company Employee Agreement, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances, in connection with which the Company or any of its ERISA Affiliates would be subject to any liability material to the Company and its Subsidiaries, taken as a whole, under ERISA, the Code or any other applicable Legal Requirement. (ii) Each Company Benefit Plan and Company Employee Agreement has been, in In all material respects, administered each Company Employee Plan has been established and operated maintained in accordance with its termsterms and in compliance with all applicable Legal Requirements, with including but not limited to ERISA or the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either applied for, prior to the expiration of the requisite period under applicable provisions tax regulations issued by the IRS (“Treasury Regulations”) or IRS pronouncements, or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination. For each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, the Code and all other applicable Legal Requirements and the terms not otherwise exempt under Section 408 of any applicable collective bargaining agreements. Each Company Benefit Plan, including any material amendments thereto, that is capable of approval by, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”) has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment that has not previously received such Approval, except for the lack of such Approvals which, individually or in the aggregateERISA, has not resulted in and would not reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. Except as required by Legal Requirements, no condition exists that would prevent the Company or Acquiror from terminating or amending any Company Benefit Plan or Company Employee Agreement at any time for any reason without material liability to the Company and its ERISA Affiliates, taken as a whole (other than ordinary administration expenses or routine claims for benefits). (iii) No material written representation or commitment occurred with respect to any material aspect of any Company Benefit Plan or Company Employee Agreement has been made to a Company Employee by an authorized Company Employee Plan that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company Benefit Plans if such representation or commitment would reasonably be expected to result in material liability to the Company and its ERISA Affiliates, taken as a whole. Neither the Company nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other Company Employee representative body or any material number or category of its Company Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them). (iv) liability. There are no unresolved claims or disputes under the terms ofcurrent Actions pending, or in connection with, any Company Benefit Plan or Company Employee Agreement (other than routine claims for benefits), and no action, legal or otherwise, has been commenced or, to the Knowledge of the Company, is threatened in writing or reasonably anticipated (other than routine claims for benefits)) against any Company Employee Plan or against the assets of any Company Employee Plan. There are no material audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened in writing by any governmental entity with respect to any claimCompany Employee Plan. Neither the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and each ERISA Affiliate have timely made or otherwise provided for all contributions and other payments required by and due under the terms of each Company Employee Plan. Each Company Employee Plan can be amended, which would reasonably be expected to result terminated or otherwise discontinued after the Effective Time in material accordance with its terms, without liability to Parent, the Company and its Controlled Group Affiliates, taken as a wholeor any ERISA Affiliate (other than ordinary administration expenses).

Benefit Plan Compliance. (i) With respect to each Company Benefit Plan and Each Company Employee Agreement, no event Plan has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances, in connection with which the Company or any of its ERISA Affiliates would be subject to any liability material to the Company been established and its Subsidiaries, taken as a whole, under ERISA, the Code or any other applicable Legal Requirement. (ii) Each Company Benefit Plan and Company Employee Agreement has been, in all material respects, administered and operated maintained in accordance with its termsterms and in compliance with all applicable Legal Requirements, with including but not limited to ERISA and the applicable provisions Code. Any Company Employee Plan intended to be qualified under Section 401(a) of ERISA, the Code and all other each trust intended to qualify under Section 501(a) of the Code has either applied for, prior to the expiration of the requisite period under applicable Legal Requirements and tax regulations issued by the terms of any applicable collective bargaining agreements. Each Company Benefit Plan, including any material amendments thereto, that is capable of approval by, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like IRS (each, an “ApprovalTreasury Regulations”) or IRS pronouncements, or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS or still has received such Approval or there remains a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain such Approval retroactive a favorable determination. For each Company Employee Plan that is intended to be qualified under Section 401(a) of the date of any material amendment Code, there has been no event, condition or circumstance that has not previously received such Approval, except for the lack of such Approvals which, individually adversely affected or in the aggregate, has not resulted in and would not could reasonably be expected to result in material liability to adversely affect such qualified status. No “prohibited transaction,” within the Company meaning of Section 4975 of the Code or Sections 406 and its Controlled Group Affiliates407 of ERISA, taken as a whole. Except as required by Legal Requirementsand not otherwise exempt under Section 408 of ERISA, no condition exists that would prevent the Company or Acquiror from terminating or amending any Company Benefit Plan or Company Employee Agreement at any time for any reason without material liability to the Company and its ERISA Affiliates, taken as a whole (other than ordinary administration expenses or routine claims for benefits). (iii) No material written representation or commitment has occurred with respect to any material aspect of any Company Benefit Plan or Company Employee Agreement has been made to a Company Employee by an authorized Company Employee Plan that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company Benefit Plans if such representation or commitment would reasonably be expected to result in material liability any Liability to the Company and its ERISA Affiliates, taken as a wholeCompany. Neither the Company nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other Company Employee representative body or any material number or category of its Company Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them). (iv) There are no unresolved current actions, suits or claims or disputes under the terms ofpending, or in connection with, any Company Benefit Plan or Company Employee Agreement (other than routine claims for benefits), and no action, legal or otherwise, has been commenced or, to the Knowledge of the Company, is or threatened or reasonably anticipated in writing (other than routine claims for benefits)) against any Company Employee Plan, against the assets of any Company Employee Plan or against the Company or any ERISA Affiliate in respect of any Company Employee Plan. There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened in writing by any governmental entity with respect to any claim, which would reasonably be expected to result in material liability to Company Employee Plan. Neither the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and its Controlled Group Affiliates, taken as a wholeeach ERISA Affiliate have timely made or otherwise provided for all contributions and other payments required by and due under the terms of each Company Employee Plan.

Benefit Plan Compliance. (i) With respect to In all material respects, each Company Benefit Employee Plan has been established and maintained in accordance with its terms and in compliance with all applicable Legal Requirements, including but not limited to ERISA or the Code. The Company does not sponsor any Company Employee Agreement, no event has occurred and, Plan intended to the Knowledge be qualified under Section 401(a) of the Company, there exists no condition or set of circumstances, in connection with which the Company or any of its ERISA Affiliates would be subject to any liability material to the Company and its Subsidiaries, taken as a whole, under ERISA, the Code or any other applicable Legal Requirement. (iitrust intended to qualify under Section 501(a) Each Company Benefit Plan of the Code. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and Company Employee Agreement has been, in all material respects, administered and operated in accordance with its terms, with the applicable provisions 407 of ERISA, the Code and all other applicable Legal Requirements and the terms not otherwise exempt under Section 408 of any applicable collective bargaining agreements. Each Company Benefit Plan, including any material amendments thereto, that is capable of approval by, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”) has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment that has not previously received such Approval, except for the lack of such Approvals which, individually or in the aggregateERISA, has not resulted in and would not reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. Except as required by Legal Requirements, no condition exists that would prevent the Company or Acquiror from terminating or amending any Company Benefit Plan or Company Employee Agreement at any time for any reason without material liability to the Company and its ERISA Affiliates, taken as a whole (other than ordinary administration expenses or routine claims for benefits). (iii) No material written representation or commitment occurred with respect to any material aspect of any Company Benefit Plan or Company Employee Agreement has been made to a Company Employee by an authorized Company Employee Plan that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company Benefit Plans if such representation or commitment would reasonably be expected to result in material liability to the Company and its ERISA Affiliates, taken as a whole. Neither the Company nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other Company Employee representative body or any material number or category of its Company Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them). (iv) liability. There are no unresolved current actions, suits or claims or disputes under the terms ofpending, or in connection with, any Company Benefit Plan or Company Employee Agreement (other than routine claims for benefits), and no action, legal or otherwise, has been commenced or, to the Knowledge of the Company, is threatened in writing or reasonably anticipated (other than routine claims for benefits)) against any Company Employee Plan or against the assets of any Company Employee Plan. There are no material audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened in writing by any Governmental Entity with respect to any claimCompany Employee Plan. Neither the Company nor any ERISA Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and each ERISA Affiliate have timely made or otherwise provided for all contributions and other payments required by and due under the terms of each Company Employee Plan. Each Company Employee Plan can be amended, which would reasonably be expected to result terminated or otherwise discontinued after the Effective Time in material accordance with its terms, without liability to Parent, the Company and its Controlled Group Affiliates, taken as a wholeor any ERISA Affiliate (other than ordinary administration expenses).

Benefit Plan Compliance. (iEach “employee benefit plan” within the meaning of Section 3(3) With respect to each Company Benefit Plan and Company Employee Agreement, no event has occurred and, to the Knowledge of the CompanyEmployee Retirement Income Security Act of 1974, there exists no condition as amended (“ERISA”), and each bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, equity appreciation, phantom stock, stock-related or set performance award, retirement, vacation, retention, severance, disability, death benefit, hospitalization, medical, loan (other than travel allowances and relocation packages), material fringe benefit, perquisite, employment, consulting, sabbatical and other plan, program, policy, agreement or arrangement providing or intending to provide benefits or payments to any current or former employees, consultants or directors of circumstancesthe Company (each, in connection with an “Employee”) pursuant to which the Company have or any of its ERISA Affiliates would be subject to any could have material liability material to the Company and its Subsidiariesin each case whether written or oral, taken as a whole, under ERISA, the Code formal or any other applicable Legal Requirement. informal (ii) Each “Company Benefit Plan Plans”) has been administered and Company Employee Agreement has been, operated in all material respects, administered and operated respects in accordance with its terms, with the applicable provisions of ERISA, the Code and all other applicable Legal Requirements and the terms of any applicable collective bargaining agreementsRequirements. Each Company Benefit PlanPlan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, including any material amendments theretoopinion, that is capable of approval bynotification or advisory letter from the IRS with respect to each such Company Benefit Plan as to its qualified status under the Code, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”) has received such Approval or there remains remaining a period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain such Approval retroactive a favorable determination as to the date qualified status of any material amendment that has not previously received such Approval, except for the lack of such Approvals which, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. Except as required by Legal Requirements, no condition exists that would prevent the Company or Acquiror from terminating or amending any Company Benefit Plan or Company Employee Agreement at any time for any reason without material liability to the Company and its ERISA Affiliates, taken as a whole (other than ordinary administration expenses or routine claims for benefits). (iii) No material written representation or commitment with respect to any material aspect of any Company Benefit Plan or Company Employee Agreement has been made to a Company Employee by an authorized Company Employee that is not materially in accordance with the written or otherwise preexisting terms and provisions of each such Company Benefit Plans if such representation or commitment would reasonably be expected to result in material liability to the Company and its ERISA AffiliatesPlan. If applicable, taken as a whole. Neither the Company nor any of its Subsidiaries no event has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other Company Employee representative body or any material number or category of its Company Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them). (iv) There are no unresolved claims or disputes under the terms of, or in connection with, any Company Benefit Plan or Company Employee Agreement (other than routine claims for benefits), and no action, legal or otherwise, has been commenced or, occurred to the Knowledge of the Company, is threatened since any determination letter was issued that could make the determination letter ineffective or reasonably anticipated (other than routine claims for benefits)otherwise jeopardize the tax-qualified status of any tax-qualified Company Benefit Plan or otherwise cause the imposition of material liability, with respect to any claim, which would reasonably be expected to result in material liability to penalty or tax against the Company and its or any Controlled Group Affiliates, taken as a wholeAffiliate. Each Company Benefit Plan intended to satisfy the requirements of Section 125 of the Code satisfies such requirements in all material respects.

Benefit Plan Compliance. (i) With respect to each Company Benefit Plan and Each Company Employee Agreement, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances, in connection with which the Company or any of its ERISA Affiliates would be subject to any liability material to the Company and its Subsidiaries, taken as a whole, under ERISA, the Code or any other applicable Legal Requirement. (ii) Each Company Benefit Plan and Company Employee Agreement has been, in all material respects, administered and operated in accordance with its terms, with the applicable provisions of ERISA, the Code and all other applicable material Legal Requirements and the terms of any all applicable collective bargaining agreements. Each Company Benefit Plan, including any material amendments thereto, Employee Plan that is capable intended to be qualified under Section 401(a) of approval bythe Code has either received a favorable determination letter from the Internal Revenue Service as to its qualified status or may rely upon an opinion letter for a prototype plan, and/or registration for and/or qualification for special tax status withand there has been no event, the appropriate taxationcondition or circumstance that has adversely affected or, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”) has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment that Company’s Knowledge, is reasonably likely to adversely affect such qualified status. The Company has not previously received such Approvalengaged in any “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, except for the lack which is not otherwise exempt under Section 408 of such Approvals whichERISA, individually or in the aggregate, has not resulted in and would not reasonably be expected with respect to result in material liability to the any Company and its Controlled Group Affiliates, taken as a wholeEmployee Plan. Except as required by Legal Requirements, no condition exists that would prevent set forth on Section 2.12(c) of the Company or Acquiror from terminating or amending any Company Benefit Plan or Disclosure Letter, each Company Employee Agreement at any time for any reason Plan can be amended, terminated or otherwise discontinued after the Merger 1 Effective Time in accordance with its terms, without material liability to the Parent, Company and or any of its ERISA Affiliates, taken as a whole Controlled Group Affiliates (other than ordinary administration expenses or routine claims for benefitsthe payment of vested benefits thereunder). (iii) No material written representation . There are no audits, inquiries or commitment proceedings pending or, to the Knowledge of the Company, threatened by the Internal Revenue Service or U.S. Department of Labor, or any other Governmental Entity or any Employee with respect to any Company Employee Plan. Neither the Company nor any Controlled Group Affiliate is subject to any material aspect of penalty or tax with respect to any Company Benefit Employee Plan under Section 502(i) of ERISA or Company Employee Agreement has been made to a Company Employee by an authorized Company Employee that is not materially in accordance with Sections 4975 through 4980 of the written or otherwise preexisting terms and provisions Code. (ii) To the Knowledge of such Company Benefit Plans if such representation or commitment would reasonably be expected to result in material liability to the Company and its ERISA AffiliatesCompany, taken as a whole. Neither neither the Company nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other Company Employee representative body or any material number or category of its Company Employees which would prevent, restrict or materially impede prevent the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them). (iv) There are no unresolved claims or disputes under the terms of, or in connection with, any Company Benefit Plan or Company Employee Agreement (other than routine claims for benefits), and no action, legal or otherwise, has been commenced or, to the Knowledge of the Company, is threatened or reasonably anticipated (other than routine claims for benefits), with respect to any claim, which would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole.

Benefit Plan Compliance. (i) With respect to each Company Benefit Plan and Company Employee AgreementPlan, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances, in connection with which the Company or any of its ERISA Affiliates would be subject to any liability material to the Company and its Subsidiaries, taken as a whole, under the terms of the Company Benefit Plan, ERISA, the Code or any other applicable Legal Requirement. (ii) Each Company Benefit Plan and Company Employee Agreement has been, in all material respects, administered and operated in accordance with its terms, with the applicable provisions of ERISA, the Code and all other applicable Legal Requirements and the terms of any applicable collective bargaining agreements. Each Company Benefit Plan, including any material amendments thereto, that is capable Plan intended to be “qualified” within the meaning of approval by, and/or registration for and/or qualification for special tax status with, Section 401(a) of the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”) Code has received such Approval a favorable determination or there remains opinion letter from the IRS or is entitled to rely upon a period of time in which to obtain such Approval retroactive favorable opinion issued by the IRS, and to the date Knowledge of any material amendment the Company, there are no existing circumstances that has not previously received such Approval, except for the lack of such Approvals which, individually or in the aggregate, has not resulted in and would not could reasonably be expected to result in material liability to affect adversely the qualified status of any such Company and its Controlled Group Affiliates, taken as a wholeBenefit Plan. Except as required by Legal Requirements, no condition exists that would prevent the Company Company, Globe or Acquiror from terminating or amending any Company Benefit Plan or Company Employee Agreement at any time for any reason without material liability to the Company and its ERISA Affiliates, taken as a whole (other than ordinary administration expenses or routine claims for benefits). (iii) No material written representation or commitment with respect to any material aspect of any Company Benefit Plan or Company Employee Agreement has been made to a Company Employee by an authorized Company Employee that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company Benefit Plans if such representation or commitment would reasonably be expected to result in material liability to the Company and its ERISA Affiliates, taken as a whole. Neither the Company nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other Company Employee representative body or any material number or category of its Company Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them). (iv) There are no unresolved claims or disputes under the terms of, or in connection with, any Company Benefit Plan or Company Employee Agreement (other than routine claims for benefits), and no action, legal or otherwise, has been commenced or, to the Knowledge of the Company, is threatened or reasonably anticipated (other than routine claims for benefits), with respect to any claim, which would reasonably be expected to result in material liability to the Company and its Controlled Group ERISA Affiliates, taken as a whole.

Benefit Plan Compliance. (i) With respect to each (A) Each Company Benefit Plan has been administered in all material respects in compliance with its terms and with all applicable laws, including, but not limited to, ERISA and the Code; (B) no actions, suits, claims or disputes are pending, or to the Company’s Knowledge threatened; (C) no audits, inquiries, reviews, proceedings, claims, or demands are pending with any governmental or regulatory agency; (D) to the Company’s Knowledge, there are no facts which could give rise to any liability in the event of any such investigation, claim, action, suit, audit, review, or other proceeding; (E) all premiums, contributions, or other payments required to have been made by law or under the terms of any Company Employee AgreementBenefit Plan or any contract or agreement relating thereto have been made; (F) all reports, returns and similar documents required to be filed with any governmental agency or distributed to any plan participant have been duly and timely filed or distributed; (G) no event “prohibited transaction” has occurred andwithin the meaning of the applicable provisions of ERISA or the Code; and (H) to the knowledge of the Company, there have been no acts or omissions by the Company or any Affiliate that have given or could give rise to any material fines, penalties, taxes or related charges under Sections 502(c), 502(i), 502(1), 502(m) or 4071 of ERISA or Section 511 or Chapter 43 of the Code, or under any other applicable law, for which the Company or any Affiliate may be liable. (ii) To the Knowledge of the Company, there exists no condition oral or set of circumstances, in connection with which the Company or any of its ERISA Affiliates would be subject to any liability material to the Company and its Subsidiaries, taken as a whole, under ERISA, the Code or any other applicable Legal Requirement. (ii) Each Company Benefit Plan and Company Employee Agreement has been, in all material respects, administered and operated in accordance with its terms, with the applicable provisions of ERISA, the Code and all other applicable Legal Requirements and the terms of any applicable collective bargaining agreements. Each Company Benefit Plan, including any material amendments thereto, that is capable of approval by, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”) has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment that has not previously received such Approval, except for the lack of such Approvals which, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. Except as required by Legal Requirements, no condition exists that would prevent the Company or Acquiror from terminating or amending any Company Benefit Plan or Company Employee Agreement at any time for any reason without material liability to the Company and its ERISA Affiliates, taken as a whole (other than ordinary administration expenses or routine claims for benefits). (iii) No material written representation or commitment with respect to any material aspect of any Company Benefit Plan or Company Employee Agreement has been made to a an Employee of the Company Employee or any of its Subsidiaries by an authorized Company Employee that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company Benefit Plans if such representation or commitment would reasonably be expected to result in material liability to the Company and its ERISA Affiliates, taken as a whole. Neither the Company nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other Company Employee representative body or any material number or category of its Company Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them)Plans. (iviii) There To the Knowledge of the Company, there are no unresolved claims or disputes under the terms of, or in connection with, any Company Benefit Plan or Company Employee Agreement (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced or, to the Knowledge of the Company, is or threatened or reasonably anticipated (other than routine claims for benefits), with respect to any such material claim, which would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole.

Benefit Plan Compliance. (i) With respect to each Company Benefit Plan and Company Employee Agreement, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances, in connection with which the Company or any of its ERISA Affiliates would be subject to any liability material to the Company and its Subsidiaries, taken as a whole, under ERISA, the Code or any other applicable Legal Requirement. (ii) Each Company Benefit Plan and Company Employee Agreement has been, in In all material respects, administered each Company Employee Plan and operated Employee Agreement has been established and maintained in accordance with its termsterms and in compliance with all applicable Legal Requirements, with including but not limited to ERISA or the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either applied for, prior to the expiration of the requisite period under applicable provisions Treasury Regulations or IRS pronouncements, or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination. For each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Company’s Knowledge, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, the Code and all other applicable Legal Requirements and the terms not otherwise exempt under Section 408 of any applicable collective bargaining agreements. Each Company Benefit Plan, including any material amendments thereto, that is capable of approval by, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”) has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment that has not previously received such Approval, except for the lack of such Approvals which, individually or in the aggregateERISA, has not resulted in and would not reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. Except as required by Legal Requirements, no condition exists that would prevent the Company or Acquiror from terminating or amending any Company Benefit Plan or Company Employee Agreement at any time for any reason without material liability to the Company and its ERISA Affiliates, taken as a whole (other than ordinary administration expenses or routine claims for benefits). (iii) No material written representation or commitment occurred with respect to any material aspect of any Company Benefit Plan or Company Employee Agreement has been made to a Company Employee by an authorized Company Employee Plan that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company Benefit Plans if such representation or commitment would reasonably be expected to result in material liability to for the Company and its ERISA Affiliates, taken or the Subsidiary either directly or as a wholeindemnitor. Neither the Company nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other Company Employee representative body or any material number or category of its Company Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them). (iv) There are no unresolved current actions, suits or claims or disputes under the terms ofpending, or in connection with, any Company Benefit Plan or Company Employee Agreement (other than routine claims for benefits), and no action, legal or otherwise, has been commenced or, to the Knowledge of the Company, is threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. No Company Employee Plans or Employee Agreements are or have been under audit or examination (nor has notice been received of a potential audit or examination) by any Governmental Entity (including the IRS and the Department of Labor). No voluntary or required corrections procedures are in progress, under internal or governmental review, or contemplated, and no corrections procedures have been filed with any Governmental Entity since December 31, 2008. Neither the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any claim, which would reasonably be expected to result in material liability to Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Company and its Controlled Group Affiliates, taken as a wholeCode.

Benefit Plan Compliance. (i) With The Company has furnished or made available to Parent a true, correct and complete copy with respect to each Company Benefit Plan and Company Employee Agreement, no event has occurred and, to the Knowledge of the Company, there exists no condition and any trade or set of circumstances, in connection business (whether or not incorporated) which is treated as a single employer with which the Company (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or any (o) of its ERISA Affiliates would be subject the Code, each material “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and each material bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, stock-related or performance award, retirement, vacation, severance, disability, death benefit, hospitalization, medical, loan (other than travel allowances and relocation packages), fringe benefit, disability, sabbatical and other plan or arrangement providing benefits to any liability Employee (collectively, “Company Benefit Plans”) and related material to the Company and its Subsidiaries, taken as a whole, under ERISA, the Code or any other applicable Legal Requirement. (ii) plan documents. Each Company Benefit Plan and Company Employee Agreement has been, in all material respects, administered and operated in accordance with its terms, with the applicable provisions of ERISA, the Code and all other applicable Legal Requirements and the terms of any applicable collective bargaining agreementsRequirements. Each Company Benefit PlanPlan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, including any material amendments theretoopinion, that is capable of approval bynotification or advisory letter from the IRS with respect to each such Company Benefit Plan as to its qualified status under the Code, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”) has received such Approval or there remains remaining a period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain such Approval retroactive a favorable determination as to the date qualified status of any material amendment that has not previously received each such Approval, except for the lack of such Approvals which, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. Except as required by Legal Requirements, no condition exists that would prevent the Company or Acquiror from terminating or amending any Company Benefit Plan or Company Employee Agreement at any time for any reason without material liability to the Company and its ERISA Affiliates, taken as a whole (other than ordinary administration expenses or routine claims for benefits)Plan. (iiiii) No To the Knowledge of the Company, no material oral or written representation or commitment with respect to any material aspect of any Company Benefit Plan or Company Employee Agreement has been made to a an Employee of the Company Employee or any of its Subsidiaries by an authorized Company Employee that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company Benefit Plans if such representation or commitment would reasonably be expected to result in material liability to the Company and its ERISA Affiliates, taken as a whole. Neither the Company nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other Company Employee representative body or any material number or category of its Company Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them)Plans. (iviii) There To the Knowledge of the Company, there are no material unresolved claims or disputes under the terms of, or in connection with, any Company Benefit Plan or Company Employee Agreement (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced or, to the Knowledge of the Company, is threatened or reasonably anticipated (other than routine claims for benefits), with respect to any such material claim, which would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole.

Benefit Plan Compliance. (i) With respect to each Company Benefit Plan and Company Employee Agreement, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances, in connection with which the Company or any of its ERISA Affiliates would be subject to any liability material to the Company and its Subsidiaries, taken as a whole, under ERISA, the Code or any other applicable Legal Requirement. (ii) Each Company Benefit Plan and Company Employee Agreement has been, in In all material respects, administered each Company Employee Plan has been established and operated maintained in accordance with its termsterms and in compliance with all applicable Legal Requirements, with including but not limited to ERISA and the applicable provisions Code. Any Company Employee Plan intended to be qualified under Section 401(a) of ERISA, the Code and all other each trust intended to qualify under Section 501(a) of the Code has either applied for, prior to the expiration of the requisite period under applicable Legal Requirements and tax regulations issued by the terms of any applicable collective bargaining agreementsIRS (“Treasury Regulations”) or IRS pronouncements, or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS. Each For each Company Benefit Plan, including any material amendments thereto, Employee Plan that is capable intended to be qualified under Section 401(a) of approval bythe Code, and/or registration for and/or qualification for special tax status withthere has been no event, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory condition or the like (each, an “Approval”) has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment circumstance that has not previously received such Approval, except for the lack of such Approvals which, individually adversely affected or in the aggregate, has not resulted in and would not could reasonably be expected to result in material liability to adversely affect such qualified status. No “prohibited transaction,” within the Company meaning of Section 4975 of the Code or Sections 406 and its Controlled Group Affiliates407 of ERISA, taken as a whole. Except as required by Legal Requirementsand not otherwise exempt under Section 408 of ERISA, no condition exists that would prevent the Company or Acquiror from terminating or amending any Company Benefit Plan or Company Employee Agreement at any time for any reason without material liability to the Company and its ERISA Affiliates, taken as a whole (other than ordinary administration expenses or routine claims for benefits). (iii) No material written representation or commitment has occurred with respect to any material aspect of any Company Benefit Plan or Company Employee Agreement has been made to a Company Employee by an authorized Company Employee Plan that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company Benefit Plans if such representation or commitment would reasonably be expected to result in material liability to the Company and its ERISA Affiliates, taken as a whole. Neither the Company nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other Company Employee representative body or any material number or category of its Company Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them). (iv) Liability. There are no unresolved current actions, suits or claims or disputes under the terms ofpending, or in connection with, any Company Benefit Plan or Company Employee Agreement (other than routine claims for benefits), and no action, legal or otherwise, has been commenced or, to the Knowledge of the Company, is or threatened or reasonably anticipated in writing (other than routine claims for benefits)) against any Company Employee Plan, against the assets of any Company Employee Plan or against the Company or any ERISA Affiliate in respect of any Company Employee Plan. There are no material audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened in writing by any governmental entity with respect to any claim, which would reasonably be expected to result in material liability to Company Employee Plan. Neither the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and its Controlled Group Affiliates, taken as a wholeeach ERISA Affiliate have timely made or otherwise provided for in all material respects all contributions and other payments required by and due under the terms of each Company Employee Plan.

Benefit Plan Compliance. (i) With respect to each Company Benefit Plan and Company Employee Agreement, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances, in connection with which the Company or any of its ERISA Affiliates would be subject to any liability material to the Company and its Subsidiaries, taken as a whole, under ERISA, the Code or any other applicable Legal Requirement. (ii) Each Company Benefit Plan and Company Employee Agreement has been, in all material respects, administered and operated in accordance with its terms, terms and with the applicable provisions of ERISA, the Code and all other applicable Legal Requirements and the terms of any applicable collective bargaining agreementsRequirements. Each No Company Benefit Plan, including any material amendments thereto, that is capable fiduciary of approval by, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”) has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment that has not previously received such Approval, except for the lack of such Approvals which, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. Except as required by Legal Requirements, no condition exists that would prevent the Company or Acquiror from terminating or amending any Company Benefit Plan or administrator of any Company Employee Agreement at Benefit Plan has taken any time action, or failed to take any action, which action or failure could subject the Company to any material liability for breach of any fiduciary duty, or for any reason without material liability prohibited transaction (as defined in Section 4975 of the Code), with respect to or in connection with any Company Benefit Plan. Each Company Benefit Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to its qualified status, and to the Knowledge of the Company, there are no facts or circumstances that would reasonably be likely to adversely affect the qualified status for any such Company Benefit Plan. (ii) The Company has delivered or made available to Parent the following documents with respect to each Company Benefit Plan (to the extent applicable): (1) copies of all documents embodying such Company Benefit Plan and its ERISA Affiliatesall related trust, taken as a whole (2) the most recent summary plan description together with the summary or summaries of material modifications thereto, (3) the most recent Internal Revenue Service (“IRS”) or Department of Labor determination, opinion, notification and advisory letters, (4) the most recent financial statements and actuarial or other than ordinary administration expenses or routine claims for benefitsvaluation reports prepared (if any), and the annual report (Form Series 5500 and all schedules attached thereto), and (5) all material administrative service agreements, group annuity Contracts, and group insurance Contracts. (iii) No material written representation action, suit or commitment with respect to any material aspect of any Company Benefit Plan or Company Employee Agreement claim (excluding claims for benefits incurred in the ordinary course) has been made to a Company Employee by an authorized Company Employee that brought or is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company Benefit Plans if such representation or commitment would reasonably be expected to result in material liability to the Company and its ERISA Affiliates, taken as a whole. Neither the Company nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other Company Employee representative body or any material number or category of its Company Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them). (iv) There are no unresolved claims or disputes under the terms of, or in connection with, any Company Benefit Plan or Company Employee Agreement (other than routine claims for benefits), and no action, legal or otherwise, has been commenced pending or, to the Knowledge of the Company, is threatened against or reasonably anticipated (other than routine claims for benefits), with respect to any claimCompany Benefit Plan, which would reasonably be expected to result in material liability and (y) there are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by any Governmental Entity with respect to any Company and its Controlled Group Affiliates, taken as a wholeBenefit Plan.

Benefit Plan Compliance. (iIn all material respects, each Company Employee Plan has been established and maintained in accordance with its terms and in compliance with all applicable Legal Requirements, including but not limited to ERISA or the Code. Any Company Employee Plan intended to be qualified under Section 401(a) With of the Code and each trust intended to qualify under Section 501(a) of the Code has either applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination. For each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Company’s Knowledge, there has been no event, condition or circumstance that has adversely affected or is reasonably likely to adversely affect such qualified status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to each Company Benefit Plan and any Company Employee AgreementPlan that would reasonably be expected to result in any material liability. As of the date hereof, there are no event has occurred andmaterial current actions, suits or claims pending, or, to the Knowledge of the Company, there exists no condition threatened or set of circumstances, in connection with which the Company or any of its ERISA Affiliates would be subject to any liability material to the Company and its Subsidiaries, taken as a whole, under ERISA, the Code or any other applicable Legal Requirement. (ii) Each Company Benefit Plan and Company Employee Agreement has been, in all material respects, administered and operated in accordance with its terms, with the applicable provisions of ERISA, the Code and all other applicable Legal Requirements and the terms of any applicable collective bargaining agreements. Each Company Benefit Plan, including any material amendments thereto, that is capable of approval by, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”) has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment that has not previously received such Approval, except for the lack of such Approvals which, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. Except as required by Legal Requirements, no condition exists that would prevent the Company or Acquiror from terminating or amending any Company Benefit Plan or Company Employee Agreement at any time for any reason without material liability to the Company and its ERISA Affiliates, taken as a whole anticipated (other than ordinary administration expenses or routine claims for benefits). (iii) No material written representation against any Company Employee Plan or commitment with respect to any material aspect against the assets of any Company Benefit Employee Plan or Company Employee Agreement has been made to a Company Employee by an authorized Company Employee that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company Benefit Plans if such representation or commitment would reasonably be expected to result in material liability to the Company and its ERISA AffiliatesSubsidiaries, taken as a whole. Neither As of the Company nor any of its Subsidiaries has entered into any agreementdate hereof, arrangement or understanding, whether written or oral, with any trade union, works council or other Company Employee representative body or any material number or category of its Company Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them). (iv) There there are no unresolved claims material audits, inquiries or disputes under the terms of, or in connection with, any Company Benefit Plan or Company Employee Agreement (other than routine claims for benefits), and no action, legal or otherwise, has been commenced proceedings pending or, to the Knowledge of the Company, is threatened or reasonably anticipated (other than routine claims for benefits), by any Governmental Entity with respect to any claim, which Company Employee Plan. Neither the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code that would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a wholeCompany.

Benefit Plan Compliance. (i) With respect to each Company Benefit Plan and Each Company Employee Agreement, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances, in connection with which the Company or any of its ERISA Affiliates would be subject to any liability material to the Company and its Subsidiaries, taken as a whole, under ERISA, the Code or any other applicable Legal Requirement. (ii) Each Company Benefit Plan and Company Employee Agreement has been, in all material respects, administered and operated in accordance with its terms, with the applicable provisions of ERISA, the Code and all other applicable material Legal Requirements and the terms of any all applicable collective bargaining agreements. Each Company Benefit Plan, including any material amendments thereto, Employee Plan that is capable intended to be qualified under Section 401(a) of approval bythe Code has either received a favorable determination letter from the Internal Revenue Service as to its qualified status or may rely upon an opinion letter for a prototype plan, and/or registration for and/or qualification for special tax status withand there has been no event, the appropriate taxationcondition or circumstance that has adversely affected or, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”) has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment that Company’s Knowledge, is reasonably likely to adversely affect such qualified status. The Company has not previously received such Approvalengaged in any “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, except for the lack which is not Table of such Approvals whichContents otherwise exempt under Section 408 of ERISA, individually or in the aggregate, has not resulted in and would not reasonably be expected with respect to result in material liability to the any Company and its Controlled Group Affiliates, taken as a wholeEmployee Plan. Except as required by Legal Requirements, no condition exists that would prevent set forth on Section 2.12(c) of the Company or Acquiror from terminating or amending any Company Benefit Plan or Disclosure Letter, each Company Employee Agreement at any time for any reason Plan can be amended, terminated or otherwise discontinued after the Merger 1 Effective Time in accordance with its terms, without material liability to the Parent, Company and or any of its ERISA Affiliates, taken as a whole Controlled Group Affiliates (other than ordinary administration expenses or routine claims for benefitsthe payment of vested benefits thereunder). (iii) No material written representation . There are no audits, inquiries or commitment proceedings pending or, to the Knowledge of the Company, threatened by the Internal Revenue Service or U.S. Department of Labor, or any other Governmental Entity or any Employee with respect to any Company Employee Plan. Neither the Company nor any Controlled Group Affiliate is subject to any material aspect of penalty or tax with respect to any Company Benefit Employee Plan under Section 502(i) of ERISA or Company Employee Agreement has been made to a Company Employee by an authorized Company Employee that is not materially in accordance with Sections 4975 through 4980 of the written or otherwise preexisting terms and provisions Code. (ii) To the Knowledge of such Company Benefit Plans if such representation or commitment would reasonably be expected to result in material liability to the Company and its ERISA AffiliatesCompany, taken as a whole. Neither neither the Company nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other Company Employee representative body or any material number or category of its Company Employees which would prevent, restrict or materially impede prevent the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them). (iv) There are no unresolved claims or disputes under the terms of, or in connection with, any Company Benefit Plan or Company Employee Agreement (other than routine claims for benefits), and no action, legal or otherwise, has been commenced or, to the Knowledge of the Company, is threatened or reasonably anticipated (other than routine claims for benefits), with respect to any claim, which would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole.