Common use of Benefit Plan Obligations Clause in Contracts

Benefit Plan Obligations. (a) Schedule 6.17(a) contains a true and complete list of each bonus, deferred compensation, incentive compensation, stock purchase, stock option, equity-based award, severance or termination pay, hospitalization or other medical, accident, disability, life or other insurance, supplemental unemployment benefits, fringe, other welfare benefit, profit-sharing, pension or retirement plan, program, agreement or arrangement, and each other employee benefit plan, program, agreement or arrangement (collectively, the "Plans") as of the date hereof sponsored, maintained, or contributed to or required to be contributed to by the Company or any ERISA Affiliate (as defined below) for the benefit of any employee or terminated employee of the Company or any ERISA Affiliate. For purposes of this Agreement, "ERISA Affiliate" means any entity or Person that together with the Company would be deemed a "single employer" within the meaning of section 4001 of ERISA or would be considered as being "members" of a controlled group of corporations within the meaning of section 414 of the Code with the Company. Schedule 6.17(a) hereto identifies each of the Plans that is an "employee benefit plan" (each, an "ERISA Plan") as that term is defined in section 3(3) of ERISA and each ERISA Affiliate of every ERISA Plan. Each Plan may be modified or terminated by the Company or its ERISA Affiliates, whichever is applicable, without liability to the Company or its ERISA Affiliates, subject only to claims filed or [accrued] prior to such modification or termination. True and correct copies of each of the Plans, all amendments thereto, any written interpretations thereof distributed to employees, and all contracts relating thereto or the funding thereof (including, without limitation, all trust or other funding agreements and the most recent financial statements thereof, insurance contracts, administration contracts and investment management agreements), summary plan descriptions, the two most recent annual reports (Form 5500 including, if applicable, Schedule B thereto), the most recent actuarial valuation report and the most recent report prepared in connection with any Plan in accordance with Statement of Financial Accounting Standards No. 87, Employer's Accounting for Pensions and the most recent determination letter received from the IRS with respect to each Plan intended to qualify under Section 401 of the Code have been made available to BPB.

Benefit Plan Obligations. (a) Schedule 6.17(aSCHEDULE 3.16(a) contains a true and complete list of each compensation, commission, bonus, deferred compensation, incentive compensation, stock equity purchase, stock equity option, share scheme, equity-based award, severance severance, redundancy or termination pay, hospitalization or other medical, accident, disability, life or other insurance, supplemental unemployment benefits, fringe, other welfare benefit, profit-sharing, pension pension, or retirement plan, program, agreement agreement, or arrangement, and each other employee benefit plan, program, agreement agreement, or arrangement (collectively, the a "PlansPlan") as of the date hereof sponsored, maintained, or contributed to or required to be contributed to by any of the Company Companies or any ERISA Affiliate (as defined below) for the benefit of any employee or terminated employee of any of the Companies (a "Company Plan") or any ERISA Affiliate. Any Plan maintained within the jurisdiction of the United States shall be referred to herein as a "US Plan." For purposes of this Agreement, "ERISA Affiliate" means any entity or Person that together with any of the Company Companies would be deemed a "single employer" within the meaning of section Section 4001 of ERISA or would be considered as being "members" of a controlled group of corporations within the meaning of section Section 414 of the Code with the Company. Schedule 6.17(a) hereto identifies each any of the Plans that is an "employee benefit plan" (each, an "ERISA Plan") as that term is defined in section 3(3) of ERISA and each ERISA Affiliate of every ERISA PlanCompanies. Each Company Plan may be modified or terminated by one of the Company Companies, or its the applicable ERISA Affiliates, whichever is applicableAffiliate, without liability to the Company any Company, or its ERISA AffiliatesAffiliate, subject only to claims filed or [accrued] incurred prior to such modification or termination. True termination and the restrictions imposed by the Code and ERISA. (b) True, correct and complete copies of each of the Company Plans, related trusts, insurance or group annuity contracts and each other funding or financing arrangement relating to any Company Plan, including all amendments thereto, any written interpretations thereof distributed have been furnished to employeesBuyer. There has also been furnished to Buyer, and all contracts relating thereto with respect to each Company Plan that constitutes a US Plan required to file or furnish such report or description, the funding thereof (including, without limitation, all trust or other funding agreements reports on IRS Form 5500 and the most recent financial statements thereof, insurance contracts, administration contracts and investment management agreements), summary plan descriptions, the two most recent annual reports (Form 5500 includingin each case since March 31, if applicable1999, Schedule B thereto), the most recent actuarial valuation report each of which has been duly completed and the most recent report prepared in connection with any Plan filed or furnished in accordance with Statement of Financial Accounting Standards NoApplicable Law in all material respects, and such reports and descriptions constitute all such reports and descriptions required to be filed or furnished with respect to the Company Plans that constitute US Plans pursuant to Applicable Law. 87Additionally, Employer's Accounting for Pensions and the most recent determination letter received from form the IRS for each of the Company Plans that constitute US Plans intended to be qualified under Section 401(a) of the Code, and any outstanding determination letter applications for such Plans, has been furnished to Buyer. (c) Except as otherwise set forth on SCHEDULE 3.16(c): (1) Neither any of the Companies nor any ERISA Affiliate (i) has ever maintained any US Plan which has been subject to Title IV of ERISA or any similar law of any other jurisdiction or (ii) has ever provided or agreed to provide health care or any other welfare benefits (as described in Section 3(1) of ERISA) to any employees after their employment is terminated (other than as required by part 6 of Subtitle B of title I of ERISA or any similar law of any other jurisdiction) or has ever agreed to provide such post-termination benefits. (2) No US Plan sponsored by any of the Companies or their ERISA Affiliates is a "multi-employer pension plan," as defined in Section 3(37) of ERISA. (3) The Companies or their ERISA Affiliates have substantially performed all obligations, whether arising by operation of law or by contract, required to be performed by them in connection with the Company Plans that constitute US Plans and to the knowledge of the Companies there have been no material uncorrected defaults or violations by any other party with respect to each the Company Plans that constitute US Plans; (4) Each Company Plan that constitutes a US Plan has been administered in all material respects in compliance with its terms, the applicable provisions of ERISA, the Code and all other Applicable Laws and the terms of all applicable collective bargaining agreements. (5) There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Companies or any of their ERISA Affiliates, threatened against, or with respect to, any of the Company Plans or their assets, nor are there any such actions, suits or claims by or on behalf of any Company Plan. (6) Each Company Plan that constitutes a US Plan which is intended to qualify under be "qualified" within the meaning of Section 401 401(a) of the Code is so qualified and has been so qualified since the date of its adoption, and each trust maintained thereunder is exempt from taxation under Section 501(a) of the Code. (7) There is no matter pending (other than routine qualification determination filings, copies of which have been made available furnished to BPBBuyer, or will be promptly furnished to Buyer when made) with respect to any of the Company Plans before any Governmental Authority that would reasonably be expected to have a Seller Material Adverse Effect. (d) Except as otherwise set forth on SCHEDULE 3.16(d), each Company Plan as of the date hereof sponsored, maintained, or contributed to or required to be contributed to by any of the Companies or any ERISA Affiliate for the benefit of any employee or terminated employee of any of the Companies or any ERISA Affiliate that is a Company Plan maintained outside the jurisdiction of the United States, but excluding plans maintained by a governmental entity ("Foreign Plans") has been operated and administered in all material respects in compliance with its terms and with applicable law and there are no uncorrected defaults or violations with respect to the Foreign Plans that would result in the Companies incurring material liability.

Benefit Plan Obligations. (a) Schedule 6.17(aAnnex 4.15(a) contains a true and complete list of each commission, bonus, deferred compensation, incentive compensation, stock purchase, stock option, share scheme, equity-based award, severance severance, redundancy or termination pay, hospitalization or other medical, accident, disability, life or other insurance, supplemental unemployment benefits, fringe, other welfare benefit, profit-sharing, pension pension, or retirement plan, program, agreement agreement, or arrangement, and each other employee benefit plan, program, agreement agreement, or arrangement (collectively, the a "PlansPlan") as of the date hereof sponsored, maintained, or contributed to or required to be contributed to by the Company any Advisor or any ERISA Affiliate (as defined below) for the benefit of any employee or terminated employee of the Company any Advisor, or any ERISA Affiliate. No proposal has been announced to establish any other program for providing such benefits. For purposes of this Agreement, "ERISA Affiliate" means any entity or Person that together with the Company any Advisor would be deemed a "single employer" within the meaning of section 4001 of ERISA or would be considered as being "members" of a controlled group of corporations within the meaning of section 414 of the Code with the Company. Schedule 6.17(a) hereto identifies each of the Plans that is an "employee benefit plan" (each, an "ERISA Plan") as that term is defined in section 3(3) of ERISA and each ERISA Affiliate of every ERISA Planany Advisor. Each Plan may be modified or terminated by the Company Advisor party thereto, or its the applicable ERISA Affiliates, whichever is applicableAffiliate, without liability to the Company any Advisor, or its their ERISA Affiliates, subject only to claims filed or [accrued] occurred prior to such modification or termination. True and correct copies of each written agreement, declaration of the Planstrust or other document pursuant to which a Plan was formed or any Advisor's obligations under a Plan have been established, all amendments thereto, any written interpretations thereof distributed to employees, and all contracts relating thereto or the funding thereof (including, without limitation, all trust or other funding agreements and the most recent financial statements thereof, insurance contracts, administration contracts contracts, and investment management agreements), summary plan descriptions, the two most recent annual reports (Form 5500 including, if applicable, Schedule B thereto), the most recent actuarial valuation report and the most recent report prepared in connection with any Plan in accordance with Statement of Financial Accounting Standards No. 87, Employer's Accounting for Pensions Pensions, and the most recent determination letter received from form the IRS with respect to each Plan intended to qualify under Section 401 of the Code have been made available to BPBthe Parent.