Common use of Benefit Plan Compliance Clause in Contracts

Benefit Plan Compliance. In 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) 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 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, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan that would reasonably be expected to result in any material liability. There are no current Actions pending, or, to the Knowledge of the Company, 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 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 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, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company or any ERISA Affiliate (other than ordinary administration expenses).

Benefit Plan Compliance. In 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 and 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 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 determinationIRS. 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 could reasonably be expected 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 any Company Employee Plan that would reasonably be expected to result in any material liabilityLiability. There are no current Actions actions, suits or claims pending, or, to the Knowledge of the Company, or threatened in writing or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan, against the assets of any Company Employee Plan or against the assets 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 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 each 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. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company or any ERISA Affiliate (other than ordinary administration expenses).

Benefit Plan Compliance. In Each “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, 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 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 the Company (each, an “Employee”) pursuant to which the Company have or could have material liability and in each case whether written or oral, formal or informal (“Company Benefit Plans”) has been administered and operated in all material respects, each Company Employee Plan has been established and maintained respects in accordance with its terms terms, with the applicable provisions of ERISA, the Code and in compliance with all other applicable Legal Requirements, including but not limited to ERISA or the Code. Any Each Company Employee Benefit Plan intended to be qualified qualify 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 tax regulations issued by the IRS (“Treasury Regulations”) or IRS pronouncements, or obtained received a favorable determination, notificationopinion, notification or advisory and/or opinion letter, as applicable, letter from the IRS with respect to each such Company Benefit Plan as to its qualified status from under the IRS Code, or still has remaining a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such a letter and to make any amendments necessary to obtain a favorable determinationdetermination as to the qualified status of each such Company Benefit Plan. For each Company Employee Plan that is intended to be qualified under Section 401(a) of the CodeIf applicable, 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, and not otherwise exempt under Section 408 of ERISA, event has occurred with respect to any Company Employee Plan that would reasonably be expected to result in any material liability. There are no current Actions pending, or, to the Knowledge of the Company, threatened in writing since any determination letter was issued that could make the determination letter ineffective or reasonably anticipated (other than routine claims for benefits) against otherwise jeopardize the tax-qualified status of any tax-qualified Company Employee Benefit Plan or against otherwise cause the assets imposition of any Company Employee Plan. There are no material auditsliability, inquiries or proceedings pending or, to the Knowledge of the Company, threatened in writing by any governmental entity with respect to any 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 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, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, against the Company or any ERISA Affiliate (other than ordinary administration expenses)Controlled Group Affiliate. 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. In (i) Each Company Employee Plan has been, in all material respects, each Company Employee Plan has been established administered and maintained operated in accordance with its terms and in compliance terms, with all the applicable Legal Requirementsprovisions of ERISA, 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) all other applicable material Legal Requirements and the terms of the Code has either applied for, prior to the expiration of the requisite period under all applicable 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 determinationcollective bargaining agreements. For each Each Company Employee Plan that is intended to be qualified under Section 401(a) of the CodeCode 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 there has been no event, condition or circumstance that has adversely affected or or, to the Company’s Knowledge, is reasonably likely to adversely affect such qualified status. No The Company has not engaged in any “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and which is not Table of Contents otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. Except as set forth on Section 2.12(c) of the Company Disclosure Letter, each Company Employee Plan that would reasonably can be expected amended, terminated or otherwise discontinued after the Merger 1 Effective Time in accordance with its terms, without material liability to result in Parent, Company or any material liabilityof its Controlled Group Affiliates (other than ordinary administration expenses or the payment of vested benefits thereunder). There are no current Actions pending, or, to the Knowledge of the Company, 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 the Internal Revenue Service or U.S. Department of Labor, or any governmental entity other Governmental Entity or any Employee with respect to any Company Employee Plan. Neither the Company nor any ERISA 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. 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, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company or any ERISA Affiliate (other than ordinary administration expenses).

Benefit Plan Compliance. In all material respects, each Company IXX Financial Employee Plan and IXX Financial Employee Agreement 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 IXX Financial Employee Plan intended to be qualified under Section 401(a) of the Code is so qualified 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 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 IXX Financial 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, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company IXX Financial Employee Plan that would reasonably be expected to result in any material liabilityPlan. There are no current Actions actions, suits or claims pending, or, to the Knowledge of the CompanyIXX Trust and IRAFG, threatened in writing or reasonably anticipated (other than routine claims for benefits) against any Company IXX Financial Employee Plan or against the assets of any Company IXX Financial Employee PlanPlan that would reasonably be expected to result in material liability to IXX Financial. There are no material audits, inquiries or proceedings pending or, to To the Knowledge of the CompanyIXX Trust and IRAFG, threatened in writing no event has occurred and no condition exists that would subject IXX Financial, either directly or by reason of their affiliation with any governmental entity with respect ERISA Affiliate, to any Company Employee Plan. Neither the Company nor any ERISA Affiliate is subject to any Tax, fine, encumbrance, penalty or tax with respect other liability imposed by ERISA, the Code or other applicable Legal Requirements that would reasonably be expected 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, terminated or otherwise discontinued after the Effective Time result in accordance with its terms, without material liability to Parent, the Company IXX Trust or any ERISA Affiliate (other than ordinary administration expenses)IRAFG.

Benefit Plan Compliance. In all material respects, each Company TransEnterix 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 TransEnterix 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 tax regulations issued by the IRS (“Treasury Regulations”) 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 TransEnterix Employee Plan that is intended to be qualified under Section 401(a) of the Code, to TransEnterix’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, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company TransEnterix Employee Plan that would reasonably be expected to result in any material liabilityPlan. There are no current Actions actions, suits or claims pending, or, to the Knowledge of the CompanyTransEnterix, threatened in writing or reasonably anticipated (other than routine claims for benefits) against any Company TransEnterix Employee Plan or against the assets of any Company TransEnterix Employee Plan. There are no Plan that would reasonably be expected to result in material audits, inquiries or proceedings pending or, liability to the Knowledge of the Company, threatened in writing by any governmental entity with respect to any Company Employee PlanTransEnterix. Neither the Company TransEnterix nor any of its ERISA Affiliate is subject to any penalty or tax with respect to any Company TransEnterix 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 Code that would reasonably be amended, terminated or otherwise discontinued after the Effective Time expected to result in accordance with its terms, without material liability to Parent, the Company or any ERISA Affiliate (other than ordinary administration expenses)TransEnterix.

Benefit Plan Compliance. In 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 and 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 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 could reasonably be expected 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 any Company Employee Plan that would reasonably be expected to result in any material liabilityLiability. There are no current Actions actions, suits or claims pending, or, to the Knowledge of the Company, or threatened in writing or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan, against the assets of any Company Employee Plan or against the assets 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 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 each 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. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company or any ERISA Affiliate (other than ordinary administration expenses).

Benefit Plan Compliance. In all material respects, each 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 and 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 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 could reasonably be expected 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 any Company Employee Plan that would reasonably be expected to result in any material liabilityLiability to the Company. There are no current Actions actions, suits or claims pending, or, to the Knowledge of the Company, or threatened in writing or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan, against the assets of any Company Employee Plan or against the assets 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 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 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, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company or any ERISA Affiliate (other than ordinary administration expenses).

Benefit Plan Compliance. In all material respects, each Company SafeStitch 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 SafeStitch 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 tax regulations issued by the IRS (“Treasury Regulations”) 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 SafeStitch Employee Plan that is intended to be qualified under Section 401(a) of the Code, to SafeStitch’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, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company SafeStitch Employee Plan that would reasonably be expected to result in any material liabilityPlan. There are no current Actions actions, suits or claims pending, or, to the Knowledge of the CompanySafeStitch, threatened in writing or reasonably anticipated (other than routine claims for benefits) against any Company SafeStitch Employee Plan or against the assets of any Company SafeStitch Employee Plan. There are no Plan that would reasonably be expected to result in material audits, inquiries or proceedings pending or, liability to the Knowledge of the Company, threatened in writing by any governmental entity with respect to any Company Employee PlanSafeStitch. Neither the Company SafeStitch nor any of its ERISA Affiliate is subject to any penalty or tax with respect to any Company SafeStitch 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 Code that would reasonably be amended, terminated or otherwise discontinued after the Effective Time expected to result in accordance with its terms, without material liability to Parent, the Company or any ERISA Affiliate (other than ordinary administration expenses)SafeStitch.

Benefit Plan Compliance. In 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) 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 tax regulations issued by the IRS (“Treasury Regulations”) 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 any Company Employee Plan that would reasonably be expected to result in any material liability. There As of the date hereof, there are no material current Actions actions, suits or claims pending, or, to the Knowledge of the Company, 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 PlanPlan that would reasonably be expected to result in material liability to the Company and its Subsidiaries, taken as a whole. There As of the date hereof, there are no material audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened in writing by any governmental entity Governmental Entity with respect to any 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 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 Code that would reasonably be amended, terminated or otherwise discontinued after the Effective Time expected to result in accordance with its terms, without material liability to Parent, the Company or any ERISA Affiliate (other than ordinary administration expenses)Company.

Benefit Plan Compliance. In (i) Each Company Employee Plan has been, in all material respects, each Company Employee Plan has been established administered and maintained operated in accordance with its terms and in compliance terms, with all the applicable Legal Requirementsprovisions of ERISA, 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) all other applicable material Legal Requirements and the terms of the Code has either applied for, prior to the expiration of the requisite period under all applicable 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 determinationcollective bargaining agreements. For each Each Company Employee Plan that is intended to be qualified under Section 401(a) of the CodeCode 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 there has been no event, condition or circumstance that has adversely affected or or, to the Company’s Knowledge, is reasonably likely to adversely affect such qualified status. No The Company has not engaged in any “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and which is not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. Except as set forth on Section 2.12(c) of the Company Disclosure Letter, each Company Employee Plan that would reasonably can be expected amended, terminated or otherwise discontinued after the Merger 1 Effective Time in accordance with its terms, without material liability to result in Parent, Company or any material liabilityof its Controlled Group Affiliates (other than ordinary administration expenses or the payment of vested benefits thereunder). There are no current Actions pending, or, to the Knowledge of the Company, 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 the Internal Revenue Service or U.S. Department of Labor, or any governmental entity other Governmental Entity or any Employee with respect to any Company Employee Plan. Neither the Company nor any ERISA 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. 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, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company or any ERISA Affiliate (other than ordinary administration expenses).

Benefit Plan Compliance. In all material respects, each Company Employee Plan and Employee Agreement 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) 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 tax regulations issued by the IRS (“Treasury Regulations”) 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, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan that would reasonably be expected to result in any material liabilityliability for the Company or the Subsidiary either directly or as indemnitor. There are no current Actions actions, suits or claims pending, or, to the Knowledge of the Company, 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 No Company Employee Plans or Employee Agreements are no material audits, inquiries or proceedings pending or, to the Knowledge have been under audit or examination (nor has notice been received of the Company, threatened in writing 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 entity review, or contemplated, and no corrections procedures have been filed with respect to any Company Employee PlanGovernmental Entity since December 31, 2008. 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, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company or any ERISA Affiliate (other than ordinary administration expenses).