Common use of Benefit Plans; Employees and Employment Practices Clause in Contracts

Benefit Plans; Employees and Employment Practices. (a) Parent has delivered or made available to the Company true, complete and correct copies of (i) each Parent Benefit Plan (or, in the case of any unwritten Parent Benefit Plans, descriptions of the material terms thereof), (ii) the most recent annual report. (b) Each Parent Benefit Plan has been established, funded, maintained and administered in all material respects in accordance with its terms and is in compliance with the applicable provisions of ERISA, the Code and all other Applicable Laws. (c) To the Knowledge of Parent, all Parent Pension Plans have been the subject of favorable and up-to-date (through any applicable remedial amendment period) determination letters from the IRS, or a timely application therefor has been filed, to the effect that such Parent Pension Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code; and, to the Knowledge of Parent, no circumstances exist and no events have occurred that could adversely affect the qualification of any Parent Pension Plan or the related trust. (d) With respect to each Parent Pension Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, except as would not reasonably be expected to have a Parent Material Adverse Effect: (i) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived; (ii) on the date of the last actuarial valuation, the fair market value of the assets of such Parent Pension Plan equals or exceeds the actuarial present value of all accrued benefits under such Parent Pension Plan (whether or not vested) based upon the actuarial assumptions set forth in the most recent actuarial report for such Parent Pension Plan; (iii) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred, and the consummation of the transactions contemplated by this Agreement will not result in the occurrence of any such reportable event; (iv) all premiums to the PBGC have been timely paid in full; (v) no liability (other than for premiums to the PBGC) under Title IV of ERISA has been or is expected to be incurred by Parent or any of its Subsidiaries; and (vi) the PBGC has not instituted proceedings to terminate any such Parent Pension Plan. (e) Neither Parent nor any of its Subsidiaries has been required at any time or is required currently to contribute to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA). (f) There does not now exist, nor do any circumstances exist that could reasonably be expected to result in, any Controlled Group Liability that would be a material liability of the Surviving Corporation following the Closing. Without limiting the generality of the foregoing, neither the Company nor any of its subsidiaries, nor any of their respective ERISA Affiliates, has engaged in any transaction described in Section 4069 or Section 4204 or 4212 of ERISA. (g) Neither Parent nor its Subsidiaries has any liability for life, health, medical or other welfare benefits for former employees or beneficiaries or dependents thereof under Parent Benefit Plans, other than the Parent Pension Plans and other than as required by Section 4980B of the Code or Part 6 of Title I of ERISA or other Applicable Law. (h) All contributions or premiums owed by Parent or any of its Subsidiaries with respect to Parent Benefit Plans under Applicable Law, contract or otherwise have been made in full and on a timely basis and Parent or its Subsidiaries are not obligated to contribute with respect to any Parent Benefit Plan that involves a retroactive contribution, assessment or funding waiver arrangement. (i) To Parent’s Knowledge, no Parent Pension Plan or Parent Welfare Plan or any “fiduciary” or “party-in-interest” (as such terms are respectively defined by Sections 3(21) and 3(14) of ERISA) thereto has engaged in a transaction prohibited by Section 406 of ERISA or 4975 of the Code for which a valid exception is not available. (j) There are no pending or, to Parent’s Knowledge, threatened, claims, lawsuits, arbitrations or audits asserted or instituted against any Parent Benefit Plan, any fiduciary (as defined by Section 3(21) of ERISA) thereto, Parent, any of its Subsidiaries or any employee or administrator thereof in connection with the existence, operation or administration of a Parent Benefit Plan, other than routine claims for benefits. (k) Neither Parent nor its Subsidiaries is a party to any labor or collective bargaining agreement. There are no controversies, strikes, work stoppages, slowdowns, lockouts, arbitrations or other material labor disputes pending or, to the Knowledge of Parent, threatened between Parent or its Subsidiaries and any representatives of any of their employees. (l) Parent and its Subsidiaries are in compliance in all material respects with all Applicable Laws and Orders applicable to such entity or the employees or other persons providing services to or on behalf of such entity, as the case may be, relating to the employment of labor, including all such laws, regulations and orders relating to wages, hours, employment standards, the WARN Act, Title VII of the Civil Rights Act of 1964, Age Discrimination in Employment Act, Americans with Disabilities Act, Equal Pay Act, HIPAA, ERISA, Family and Medical Leave Act, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax.

Benefit Plans; Employees and Employment Practices. (a) Parent Section 4.10 of the Company Disclosure Schedule contains a list, as of the date of this Agreement, of all written “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (sometimes referred to herein as “Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA and sometimes referred to herein as “Welfare Plans”) and each other “Benefit Plan” (defined herein as any Pension Plan, Welfare Plan and any other material plan, fund, program, arrangement or agreement (including material employment and consulting agreements) to provide employees, directors and/or, independent contractors with medical, health, life, bonus, stock or stock-based right (option, ownership or purchase), retirement, deferred compensation, severance, salary continuation, vacation, sick leave, fringe, incentive insurance or other benefits) maintained, or contributed to, or required to be contributed to, by the Company or any of its Subsidiaries for the benefit of any current or former independent contractors, employees, officers and/or directors of the Company or any of its Subsidiaries. The Company has delivered or made available to the Company Parent true, complete and correct copies of (i) each Parent Benefit Plan (or, in the case of any unwritten Parent Benefit Plans, descriptions of the material terms thereof), (ii) the most recent annual reportreport on Form 5500 filed with the IRS with respect to each Benefit Plan (if any such report was required), (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required pursuant to ERISA, (iv) each trust agreement and group annuity contract relating to any Benefit Plan, (v) a list of all assets and liabilities of, allocated to or accounted for separately with respect to every material Benefit Plan (including insurance contracts associated with every material Benefit Plan regardless of whether any current cash value exists) and (vi) the most recent determination letter from the IRS, if any. There are no material amendments to any Benefit Plan (or the establishment of any new Benefit Plan) that have been adopted or approved nor has the Company or any of its Subsidiaries committed to make any such amendment or to adopt or approve any new plans. (b) Each Parent Benefit Plan has been established, funded, maintained and administered in all material respects in accordance with its terms and is in compliance with the applicable provisions of ERISA, the Code and Code, and/or all other Applicable applicable Laws. All Company Options have been granted with an exercise price per share no lower than the “fair market value” of a Company Share, as determined in accordance with the terms of the applicable option plan. The Company Options have been properly accounted for by the Company in accordance with GAAP. (c) To the Knowledge of Parent, all Parent All Pension Plans have been and continue to be the subject of favorable and up-to-date (through any applicable remedial amendment period) determination letters from the IRS, or a timely application therefor has been filed, to the effect that such Parent Pension Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked nor has any such Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs; and, to the Knowledge of Parent, and no circumstances exist and no events have occurred that could would reasonably be expected to adversely affect the qualification of any Parent Pension Plan or the related trusttrust after taking into account the availability of applicable remedial action programs. No trust funding any Benefit Plan is intended to meet the requirements of Section 501(c)(9) of the Code. (d) With respect Neither the Company, nor any of its Subsidiaries, nor any other Person that, together with the Company, is or was treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (the Company and each such other Person a “Commonly Controlled Entity”) has (i) maintained, sponsored or been required to each Parent Pension Plan that is contribute to a plan subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, except as would not reasonably be expected to have a Parent Material Adverse Effect: (i) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived; (ii) on the date of the last actuarial valuation, the fair market value of the assets of such Parent Pension Plan equals or exceeds the actuarial present value of all accrued benefits under such Parent Pension Plan (whether or not vested) based upon the actuarial assumptions set forth in the most recent actuarial report for such Parent Pension Plan; (iii) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred, and the consummation of the transactions contemplated by this Agreement will not result in the occurrence of any such reportable event; (iv) all premiums to the PBGC have been timely paid in full; (v) no liability (other than for premiums to the PBGC) under Title IV of ERISA has been or is expected to be incurred by Parent or any of its Subsidiaries; and (vi) the PBGC has not instituted proceedings to terminate any such Parent Pension Plan. (e) Neither Parent nor any of its Subsidiaries has been required at any time or is required currently to contribute to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA). No Pension Plan for employees outside of the United States is subject to any funding requirements or has any unfunded liabilities not reflected on the Company’s financial statements. (e) With respect to any material Welfare Plan subject to ERISA, (i) no such Welfare Plan is funded through a “welfare benefits fund”, as such term is defined in Section 419(e) of the Code, (ii) no such Welfare Plan is self-insured, and (iii) each such material Welfare Plan that is a “group health plan”, as such term is defined in Section 5000(b)(1) of the Code and any Benefit Plan that is maintained by a Commonly Controlled Entity, complies with the applicable requirements of Section 4980B(f) of the Code. (f) There does not now exist, nor do any circumstances exist that could reasonably be expected to result in, any Controlled Group Liability that would be a material liability Except as set forth on Section 4.10(f) of the Surviving Corporation following the Closing. Without limiting the generality of the foregoingCompany Disclosure Schedule, neither the Company Company, nor any of its subsidiariesSubsidiaries, nor any Person acting on behalf of their respective ERISA Affiliatesthe Company or its Subsidiaries has made or entered into any material, has engaged in legally binding commitment (including loans) with, any transaction described in Section 4069 directors, officers, employees, consultants or Section 4204 independent contractors of the Company as of or 4212 prior to the date of ERISAthis Agreement, any of its Subsidiaries or of any Commonly Controlled Entity to the effect that, following the date hereof, (i) any new plans, agreements or arrangements providing new or additional benefits or compensation will be adopted, (ii) any Benefit Plans will be continued for any period of time or cannot be amended or terminated at any time or for any reason, (iii) any plans or arrangements provided by Parent will be made available to such employees, or (iv) any trusts or other funding mechanisms will be required to be funded. (g) Neither Parent nor Except as set forth on Section 4.10(g) of the Company Disclosure Schedule, neither the Company, its Subsidiaries or any Commonly Controlled Entity has any material liability for life, health, medical or other welfare benefits for former employees or beneficiaries or dependents thereof with coverage or benefits under Parent Benefit Plans other than Pension Plans, other than the Parent Pension Plans and other than as required by Section 4980B of the Code or Part 6 of Title I of ERISA or other Applicable LawERISA. (h) All contributions or premiums owed by Parent the Company or any of its Subsidiaries with respect to Parent Benefit Plans under Applicable Lawlaw, contract or otherwise have been made in full and on a timely basis in all material respects and Parent the Company or its Subsidiaries are not obligated to contribute with respect to any Parent such Benefit Plan that involves a material retroactive contribution, assessment or funding waiver arrangement. All administrative costs attributable to Benefit Plans have been paid when due. (i) To Parentthe Company’s Knowledge, no Parent Pension Plan or Parent Welfare Plan or any “fiduciary” or “party-in-interest” (as such terms are respectively defined by Sections 3(21) and 3(14) of ERISA) thereto has engaged in a transaction prohibited by Section 406 of ERISA or 4975 of the Code for which a valid exception is not available. (j) There are no pending or, to Parentthe Company’s Knowledge, threatened, claims, lawsuits, arbitrations or audits asserted or instituted against any Parent Benefit Plan, any fiduciary (as defined by Section 3(21) of ERISA) thereto, Parentthe Company, any of its Subsidiaries or any employee or administrator thereof in connection with the existence, operation or administration of a Parent any Benefit Plan, other than routine claims for benefits. (k) Nothing in this Agreement or the transactions contemplated by this Agreement will: (i) cause an adverse termination or adverse repricing of any insurance contract to which the Company, any of its Subsidiaries or Benefit Plan is a party for the purposes of providing employee benefits; (ii) trigger a right, whether or not conditioned upon termination of employment or changes in duties or responsibilities, of any employee of the Company or any of its Subsidiaries to severance, deferred compensation or retirement benefits, (iii) trigger a right or payment, whether or not conditioned upon termination of employment or changes in duties or responsibilities, that would be considered a parachute payment within the meaning of Section 280G of the Code or any reimbursement of any excise taxes under Section 4999 of the Code or any income taxes under the Code; or (iv) cause any early withdrawal or premature termination penalty with respect to any asset held in connection with any Benefit Plan. The Company has delivered or made available to Parent the current base salary and target bonus with respect to each “disqualified individual” of the Company (as defined under Section 280G(c) of the Code). (l) No amounts payable under any of the Benefit Plans or any other contract, agreement or arrangement with respect to which the Company or any of its Subsidiaries may have any liability that was intended to constitute “performance-based compensation” for the purposes of section 162(m)(4)(C) of the Code would reasonably be expected to fail to be deductible for federal income tax purposes by virtue of section 162(m) of the Code. (m) Neither Parent the Company nor its Subsidiaries is a party to any labor or collective bargaining agreement. There are no material threatened or pending controversies, strikes, work stoppages, slowdowns, lockouts, arbitrations or other material labor disputes pending or, to the Knowledge of Parentthe Company, threatened between Parent the Company or its Subsidiaries and any representatives of any of their employees. To the Knowledge of the Company, there are no material organizational efforts presently being made involving any of the presently unorganized employees of the Company or its Subsidiaries. There are no material pending or, to the Knowledge of the Company, material threatened complaints, charges or claims against the Company or any of its Subsidiaries brought or filed with any governmental authority, arbitrator or court based on, arising out of, in connection with or otherwise relating to the employment or termination of employment by any of the Companies or any of its Subsidiaries or, relating to the employees or other persons providing services to or on behalf of the Company or any of its Subsidiaries. (ln) Parent The Company and its Subsidiaries are in material compliance in with all material respects with all Applicable Laws laws, regulations and Orders orders applicable to such entity or the employees or other persons providing services to or on behalf of such entity, as the case may be, relating to the employment of labor, including all such laws, regulations and orders relating to wages, hours, employment standards, the WARN Act, Title VII of the Civil Rights Act of 1964, Age Discrimination in Employment Act, Americans with Disabilities Act, Equal Pay Act, HIPAAHealth Insurance Portability and Accessibility Act, ERISA, Family and Medical Leave Act, discrimination, civil rights, safety and health, and workers’ compensation compensation. (o) The Company and each Subsidiary has in all material respects properly classified the collection and payment employment or other service status of withholding and/or social security taxes and all employees or other persons providing services to or on behalf of the Company or any similar taxof its Subsidiaries for purposes of (i) all applicable law and, (ii) if applicable, the terms or tax qualification requirements of any Benefit Plan or other benefit arrangement.

Benefit Plans; Employees and Employment Practices. (a) Parent Section 4.9 of the Company Disclosure Schedule contains a list of all Benefit Plans (excluding any employment or consulting agreements) (other than (i) any such plan that is maintained for the purpose of complying with any non-U.S. Law or (ii) any immaterial plan that is not subject to ERISA) (the “Scheduled Plans”). With respect to the Scheduled Plans (other than Multiemployer Plans), the Company has delivered or made available to the Company Newco true, complete and correct copies of (i) each Parent Benefit such Scheduled Plan (or, in the case of any unwritten Parent Benefit Plans, descriptions of the material terms thereof), (ii) the three (3) most recent annual report. reports on Form 5500 filed with the IRS with respect to each such Scheduled Plan (bif any such report was required), (iii) the most recent summary plan description and all subsequent summaries of material modifications for each such Scheduled Plan for which such summary plan description is required, (iv) each trust agreement and group annuity contract relating to any Scheduled Plan; (v) the most recent determination letter from the IRS, if any and (vi) the most recent actuarial valuation, if any. Each Parent Benefit Plan has (other than a Multiemployer Plan) has, in all material respects, been established, funded, maintained and administered in all material respects in accordance compliance with its terms and is in compliance with the applicable provisions of ERISA, the Code and all other Applicable applicable Laws. There are no material amendments to any Benefit Plan or the establishment of any new Benefit Plan (in both cases, other than a Multiemployer Plan) that have been adopted or approved by the Company or any of its Subsidiaries (and that are not reflected in the documents made available by the Company to Newco prior to the date hereof with respect to such Benefit Plan), and neither the Company nor any of its Subsidiaries has undertaken or committed to make any such amendments or to adopt or approve any new plans. (cb) To the Knowledge of Parent, all Parent All Pension Plans (other than Multiemployer Plans) have been the subject of favorable and up-to-date (through any applicable remedial amendment period) determination letters from the IRS, or a timely application therefor has been filed, to the effect that such Parent Pension Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code; , and, to the Knowledge of Parentthe Company, no circumstances exist and and, to the to the Knowledge of the Company, no events have occurred that could adversely affect the qualification of any Parent Pension Plan or the related trust. (dc) With respect to each Parent Pension Plan that is any plan (other than a Multiemployer Plan) subject to Title IV of ERISA (or Section 302 of ERISA or Section 412 or 4971 of the Code) to which the Company, except as would not reasonably be expected any of its Subsidiaries or any ERISA Affiliate made, or was required to have a Parent Material Adverse Effectmake, contributions during the past six (6) years: (i) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived; (ii) on the date of the last actuarial valuation, the fair market value of the assets of such Parent Pension Plan equals or exceeds the actuarial present value of all accrued benefits under such Parent Pension Plan (whether or not vested) based upon , each as determined under the assumptions and valuation method of the latest actuarial assumptions set forth in the most recent actuarial report for valuation of such Parent Pension Planplan); (iii) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred, and the consummation of the transactions contemplated by this Agreement agreement will not result in the occurrence of any such reportable event; (iv) all premiums to the PBGC have been timely paid in full; (v) no liability or contingent liability (other than for including liability pursuant to Section 4069 of ERISA but excluding premiums to the PBGC) under Title IV of ERISA has been or is reasonably expected to be incurred by Parent the Company or any of its SubsidiariesSubsidiaries or ERISA Affiliates; and (vi) the PBGC has not instituted proceedings to terminate any such Parent Pension Plan and, to the Company’s knowledge, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such Pension Plan. (e) Neither Parent nor . With respect to any Multiemployer Plan to which the Company, any of its Subsidiaries has been or any ERISA Affiliate made, or was required at any time or is required currently to contribute to any “multiemployer plan” make, contributions during the past six (as defined in Section 4001(a)(36) of ERISA). years: (fi) There does not now exist, nor do any circumstances exist that could reasonably be expected to result in, any Controlled Group Liability that would be a material liability none of the Surviving Corporation following the Closing. Without limiting the generality of the foregoingCompany, neither the Company nor any of its subsidiariesSubsidiaries nor any ERISA Affiliate has made or suffered a “complete withdrawal” or a “partial withdrawal,” as such terms are respectively defined in Sections 4203 and 4205 of ERISA; (ii) no event has occurred that presents a material risk of a complete or partial withdrawal; (iii) none of the Company, any of its Subsidiaries nor any ERISA Affiliate has any contingent liability under Section 4204 or 4212(c) of ERISA and (iv) none of the Company and its Subsidiaries, nor any of their respective ERISA AffiliatesAffiliates has received any notification, nor has any reason to believe, that any such plan is in reorganization, has engaged been terminated, is insolvent, or may be reasonably expected to be in any transaction described in Section 4069 reorganization, to be insolvent or Section 4204 or 4212 of ERISAto be terminated. (gd) Neither Parent nor the Company, its Subsidiaries or any ERISA Affiliate has any material liability for life, health, medical or other welfare benefits for former employees or beneficiaries or dependents thereof with coverage or benefits under Parent Benefit Plans other than Pension Plans, other than the Parent Pension Plans and other than as required by Section 4980B of the Code or Part 6 of Title I of ERISA or any other Applicable applicable Law. (h) . All material contributions or premiums owed by Parent the Company or any of its Subsidiaries with respect to Parent Benefit Plans under Applicable Law, contract or otherwise have been made in full and on a timely basis and Parent or its Subsidiaries are not obligated to contribute with respect to any Parent Benefit Plan that involves a retroactive contribution, assessment or funding waiver arrangement. (i) basis. To Parent’s Knowledgethe Knowledge of the Company, no Parent Pension Plan or Parent Welfare Plan or any “fiduciary” or “party-in-interest” (as such terms are respectively defined by Sections 3(21) and 3(14) of ERISA) thereto has engaged in a transaction prohibited by Section 406 of ERISA or 4975 of the Code for which a valid exception exemption is not available. (j) . There are no pending or, to Parent’s Knowledgethe Knowledge of the Company, threatened, claims, lawsuits, arbitrations or audits asserted or instituted against any Parent Benefit PlanPlan (other than Multiemployer Plans), any fiduciary (as defined by Section 3(21) of ERISA) thereto, Parentthe Company, any of its Subsidiaries or any employee or administrator thereof in connection with the existence, operation or administration of a Parent Benefit PlanPlan (other than Multiemployer Plans), other than routine claims for benefits. All liabilities with respect to each Foreign Plan have been funded in accordance with the terms of such Foreign Plan and have been properly reflected in the financial statements of the Company and its Subsidiaries. (ke) Neither Parent the execution and delivery of this Agreement nor the consummation of the transactions provided for herein will (either alone or in conjunction with any other event (which event would not alone have an effect described in the following clauses (i) through (iii)) (i) cause or result in the accelerated vesting, funding or delivery of, or increase the amount or value of, any material payment or benefit to any employee, officer or director of the Company or any of its Subsidiaries, (ii) cause or result in the funding of any Benefit Plan or (iii) cause or result in a limitation on the right of the Company or any of its Subsidiaries is to amend, merge, terminate or receive a party to reversion of assets from any labor Benefit Plan or collective bargaining agreementrelated trust. There are Without limiting the generality of the foregoing, no controversies, strikes, work stoppages, slowdowns, lockouts, arbitrations amount paid or other material labor disputes pending or, to payable by the Knowledge Company or any of Parent, threatened between Parent or its Subsidiaries and any representatives of any of their employees. in connection with the transactions provided for herein (l) Parent and its Subsidiaries are in compliance in all material respects with all Applicable Laws and Orders applicable to such entity either solely as a result thereof or the employees or other persons providing services to or on behalf as a result of such entity, as transactions in conjunction with any other event) will be an “excess parachute payment” within the case may be, relating to the employment meaning of labor, including all such laws, regulations and orders relating to wages, hours, employment standards, the WARN Act, Title VII Section 280G of the Civil Rights Act of 1964, Age Discrimination in Employment Act, Americans with Disabilities Act, Equal Pay Act, HIPAA, ERISA, Family and Medical Leave Act, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar taxCode.

Benefit Plans; Employees and Employment Practices. (a) Parent The Company has delivered or made available to the Company true, complete and correct copies of (i) each Parent Company Benefit Plan (or, in the case of any unwritten Parent Company Benefit Plans, descriptions of the material terms thereof), (ii) the most recent annual report. (b) Each Parent Company Benefit Plan has been established, funded, maintained and administered in all material respects in accordance with its terms and is in compliance with the applicable provisions of ERISA, the Code and all other Applicable Laws. (c) To the Knowledge of Parent, all Parent Pension Plans have been the subject of favorable and up-to-date (through any applicable remedial amendment period) determination letters from the IRS, or a timely application therefor has been filed, to the effect that such Parent Pension Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code; and, to the Knowledge of Parent, no circumstances exist and no events have occurred that could adversely affect the qualification of any Parent Pension Plan or the related trust. (d) With respect to each Parent Company Pension Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, except as would not reasonably be expected to have a Parent Company Material Adverse Effect: (i) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived; (ii) on the date of the last actuarial valuation, the fair market value of the assets of such Parent Company Pension Plan equals or exceeds the actuarial present value of all accrued benefits under such Parent Company Pension Plan (whether or not vested) based upon the actuarial assumptions set forth in the most recent actuarial report for such Parent Company Pension Plan; (iii) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred, and the consummation of the transactions contemplated by this Agreement will not result in the occurrence of any such reportable event; (iv) all premiums to the PBGC Pension Benefit Guaranty Corporation (“PBGC”) have been timely paid in full; (v) no liability (other than for premiums to the PBGC) under Title IV of ERISA has been or is expected to be incurred by Parent the Company or any of its Subsidiaries; and (vi) the PBGC has not instituted proceedings to terminate any such Parent Company Pension Plan. (d) To the Knowledge of the Company, all Company Pension Plans have been the subject of favorable and up-to-date (through any applicable remedial amendment period) determination letters from the IRS, or a timely application therefor has been filed, to the effect that such Company Pension Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code; and, to the Knowledge of the Company, no circumstances exist and no events have occurred that could adversely affect the qualification of any Company Pension Plan or the related trust. (e) Neither Parent the Company nor any of its Subsidiaries has been required at any time or is required currently to contribute to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA). (f) There does not now exist, nor do any circumstances exist that could reasonably be expected to result in, any Controlled Group Liability that would be a material liability of the Surviving Corporation following the Closing. Without limiting the generality of the foregoing, neither the Company nor any of its subsidiaries, nor any of their respective ERISA Affiliates, has engaged in any transaction described in Section 4069 or Section 4204 or 4212 of ERISA. . For purposes hereof, “Controlled Group Liability” means any and all liabilities (ga) Neither Parent nor its Subsidiaries has any liability for lifeunder Title IV of ERISA, health(b) under the minimum funding requirements of Section 302 of ERISA or Section 412 of the Code, medical or other welfare benefits for former employees or beneficiaries or dependents thereof (c) under Parent Benefit PlansSection 4971 of the Code, other than and (d) as a result of a failure to comply with the Parent Pension Plans continuation coverage requirements of Section 601 et seq. of ERISA and other than as required by Section 4980B of the Code or Part 6 of Title I of ERISA or other Applicable LawCode. (h) All contributions or premiums owed by Parent or any of its Subsidiaries with respect to Parent Benefit Plans under Applicable Law, contract or otherwise have been made in full and on a timely basis and Parent or its Subsidiaries are not obligated to contribute with respect to any Parent Benefit Plan that involves a retroactive contribution, assessment or funding waiver arrangement. (i) To Parent’s Knowledge, no Parent Pension Plan or Parent Welfare Plan or any “fiduciary” or “party-in-interest” (as such terms are respectively defined by Sections 3(21) and 3(14) of ERISA) thereto has engaged in a transaction prohibited by Section 406 of ERISA or 4975 of the Code for which a valid exception is not available. (j) There are no pending or, to Parent’s Knowledge, threatened, claims, lawsuits, arbitrations or audits asserted or instituted against any Parent Benefit Plan, any fiduciary (as defined by Section 3(21) of ERISA) thereto, Parent, any of its Subsidiaries or any employee or administrator thereof in connection with the existence, operation or administration of a Parent Benefit Plan, other than routine claims for benefits. (k) Neither Parent nor its Subsidiaries is a party to any labor or collective bargaining agreement. There are no controversies, strikes, work stoppages, slowdowns, lockouts, arbitrations or other material labor disputes pending or, to the Knowledge of Parent, threatened between Parent or its Subsidiaries and any representatives of any of their employees. (l) Parent and its Subsidiaries are in compliance in all material respects with all Applicable Laws and Orders applicable to such entity or the employees or other persons providing services to or on behalf of such entity, as the case may be, relating to the employment of labor, including all such laws, regulations and orders relating to wages, hours, employment standards, the WARN Act, Title VII of the Civil Rights Act of 1964, Age Discrimination in Employment Act, Americans with Disabilities Act, Equal Pay Act, HIPAA, ERISA, Family and Medical Leave Act, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax.

Benefit Plans; Employees and Employment Practices. (a) Parent has delivered or made available to Section 5.8(a) of the Company true, Seller Disclosure Schedule sets forth a complete and correct copies list of each (i) each Parent Seller Benefit Plan (or, or other arrangement) which is an “employee pension benefit plan” (as defined in the case Section 3(2) of any unwritten Parent Benefit Plans, descriptions of the material terms thereofERISA), (ii) the most recent annual report. (b) Each Parent Benefit Plan has been established, funded, maintained and administered in all material respects in accordance with its terms and is in compliance with the applicable provisions of ERISA, the Code and all other Applicable Laws. (c) To the Knowledge of Parent, all Parent Pension Plans have been the subject of favorable and up-to-date (through any applicable remedial amendment period) determination letters from the IRS, or a timely application therefor has been filed, to the effect that such Parent Pension Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code; and, to the Knowledge of Parent, no circumstances exist and no events have occurred that could adversely affect the qualification of any Parent Pension Plan or the related trust. (d) With respect to each Parent Pension Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, except as would not reasonably be expected to have a Parent Material Adverse Effect: (i) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived; (ii) on the date of the last actuarial valuation, the fair market value of the assets of such Parent Pension Plan equals or exceeds the actuarial present value of all accrued benefits under such Parent Pension Plan (whether or not vested) based upon the actuarial assumptions set forth in the most recent actuarial report for such Parent Pension Plan; (iii) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred, and the consummation of the transactions contemplated by this Agreement will not result in the occurrence of any such reportable event; (iv) all premiums to the PBGC have been timely paid in full; (v) no liability (other than for premiums to the PBGC) under Title IV of ERISA has been or is expected to be incurred by Parent or any of its Subsidiaries; and (vi) the PBGC has not instituted proceedings to terminate any such Parent Pension Plan. (e) Neither Parent nor any of its Subsidiaries has been required at any time or is required currently to contribute to any Code Section 412, including a “multiemployer plan” (as defined in Section 3(37) or 4001(a)(3) of ERISA), with respect to which the Selling Entities have or could have Liability, including as a result of its or their ERISA Affiliates, (ii) Seller Benefit Plan which provides for post-employment life or health insurance, benefits or coverage for any participant or any beneficiary of a participant, excluding any Seller Benefit Plan which provides such insurance, benefits or coverage as may be required under COBRA and at the expense of the participant or the participant’s beneficiary and (iii) Seller Benefit Plan located outside of the United States, including any Canadian Benefit Plan (which shall also indicate whether any such Seller Benefit Plan provides for post-employment life or health insurance, benefits or coverage for any participant or any beneficiary of a participant). (fb) There does True, correct and complete copies of the following documents, with respect to any (1) Canadian Benefit Plan and (2) Seller Benefit Plans (A) sponsored, maintained by or contributed to or required to be contributed to by any Acquired Subsidiary or (B) in respect of which any Acquired Subsidiary has or could have direct or indirect Liability (excluding any Seller Benefit Plan listed in Section 5.8(a)(i) of the Seller Disclosure Schedule), in each case of (1) and (2), have been made available to Buyer to the extent applicable (i) any plans and related trust documents, and all amendments thereto, (ii) the most recent non-U.S. annual report, (iii) the most recent equivalent of an IRS determination letter from the Canadian Revenue Agency, (iv) the most recent financial statements and actuarial valuations, (v) the most recent summary plan descriptions (including letters or other documents updating such descriptions), (vi) material written communications relating to such plans (including any communications regarding level of or changes in benefits provided therein) and (vii) written descriptions of all non-written agreements relating to such plans. (c) Except as set forth in Section 5.8(c) of the Seller Disclosure Schedule, and except for such exceptions that would not now exist, nor do any circumstances exist that could reasonably be expected to result inin a Material Adverse Effect, any Controlled Group Liability that would be a material liability of the Surviving Corporation following the Closing. Without limiting the generality of the foregoing, neither the Company nor any of its subsidiaries, nor any of their respective ERISA Affiliates, has engaged in any transaction described in Section 4069 or Section 4204 or 4212 of ERISA. (g) Neither Parent nor its Subsidiaries has any liability for life, health, medical or other welfare benefits for former employees or beneficiaries or dependents thereof under Parent Benefit Plans, other than the Parent Pension Plans and other than as required by Section 4980B of the Code or Part 6 of Title I of ERISA or other Applicable Law. (h) All contributions or premiums owed by Parent or any of its Subsidiaries with respect to Parent Benefit Plans under Applicable Law, contract or otherwise have been made in full and on a timely basis and Parent or its Subsidiaries are not obligated to contribute with respect to any Parent Benefit Plan that involves a retroactive contribution, assessment or funding waiver arrangement. (i) To Parent’s Knowledge, no Parent Pension each Seller Benefit Plan or Parent Welfare Plan or any “fiduciary” or “party-in-interest” (as such has been maintained and administered in accordance with its terms are respectively defined by Sections 3(21) and 3(14) with all applicable provisions of ERISA) thereto has engaged in a transaction prohibited by Section 406 of ERISA or 4975 of , the Code for which a valid exception is not available. and other applicable Laws (jincluding, to the extent applicable, being duly registered under the Tax Act and the Pension Benefits Act (Ontario)), (ii) There there are no pending oraudits, to Parent’s Knowledge, threatened, claims, lawsuits, arbitrations inquiries or audits asserted or instituted against any Parent Benefit Plan, any fiduciary (as defined by Section 3(21) of ERISA) thereto, Parent, any of its Subsidiaries or any employee or administrator thereof in connection with the existence, operation or administration of a Parent Benefit Plan, other than routine claims for benefits. (k) Neither Parent nor its Subsidiaries is a party to any labor or collective bargaining agreement. There are no controversies, strikes, work stoppages, slowdowns, lockouts, arbitrations or other material labor disputes proceedings pending or, to the Knowledge of Parentany of the Selling Entities, threatened between Parent by the U.S. Internal Revenue Service (“IRS”) or its Subsidiaries any other Governmental Authority with respect to any Seller Benefit Plan (other than routine claims for benefits in the ordinary course of business), and (iii) all contributions, premiums and payments (including all employer contributions, employee contributions and salary deferral contributions elected by Current Employees and Former Employees) with respect to any representatives Seller Benefit Plans that are due and owing or required to be made pursuant to such plans have been made by the due date thereof (including any valid extension), and all contributions, premiums and payments with respect to periods ending on or before the Closing Date (including periods from the first day of the current plan year or policy year to the Closing Date) which are not yet due have been, or as of the Closing will be paid or accrued on the Closing Balance Sheet. (d) No current Seller Benefit Plan maintained in respect of Canadian employees contains any “defined benefit provision” as defined in the Tax Act. To the Knowledge of any of the Selling Entities and except as set forth on Section 5.8(d) of the Seller Disclosure Schedule, (i) the Pension Benefit Guaranty Corporation (“PBGC”) has not initiated any proceeding, or asserted any rights, under Section 4041 or 4042 of ERISA and (ii) neither the Selling Entities nor any of their employeesAffiliates have received an inquiry, whether written or oral, from the PBGC, under its so-called “Early Warning Program” or otherwise, regarding the funded status of any pension plan of the Selling Entities or any of their Affiliates. (le) Parent None of the Selling Entities nor the Acquired Subsidiary is a party to, or otherwise bound by or subject to, any collective bargaining or other labor union contracts and, to the Knowledge of any of the Selling Entities, no Current Employees are represented by any labor organization, trade union, works council, employee representative, employee congress or other form of employee association or representative. No labor organization (or representative thereof) or Current Employee or group of Current Employees has made a pending demand for recognition, and its Subsidiaries there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of any of the Selling Entities, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal, or provincial or foreign or other Governmental Authority. To the Knowledge of any of the Selling Entities, there is no organizing activity involving the Selling Entities or any of their Affiliates pending or threatened by any labor organization (or representative thereof) or employee or group of employees to organize Current Employees. There are no material lockouts, or strikes pending, or threatened between the Selling Entities or any of their Affiliates, on the one hand, and their respective Current Employees, on the other hand, and there have been no such material lockouts or strikes for the past three (3) years. (f) As of the date of this Agreement and except as set forth in Section 5.8(f) of the Seller Disclosure Schedule, each of the Selling Entities and their Affiliates is in compliance in all material respects with all Applicable Laws and Orders applicable to such entity or the employees or other persons providing services to or on behalf of such entity, as the case may be, relating to the employment of labor, including all such laws, regulations and orders Laws relating to wages, hours, pay equity, employment equity, conditions of employment, employment standards, human rights, employee privacy, the WARN Act, Title VII of the Civil Rights Act of 1964, Age Discrimination in Employment Act, Americans with Disabilities Act, Equal Pay Act, HIPAA, ERISA, Family and Medical Leave Actcollective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding Taxes and/or social security taxes Taxes and contributions and any similar taxTax or contribution, except in each case or in the aggregate as would not reasonably be expected to result in a Material Adverse Effect. Except as set forth in Section 5.8(f) of the Seller Disclosure Schedule, there has been no “mass layoff” or “plant closing” (as defined by the WARN Act), or “collective redundancy” or similar process (being a process under any foreign Law under which an employer is required by Law to follow a different process for the termination of more than one (1) employee when compared with the process for the termination of one (1) employee), with respect to the Selling Entities or any of their Affiliates within the six (6) months prior to Closing. (g) There are no notices of assessment, provisional assessment, reassessment, supplementary assessment, penalty assessment or increased assessment (collectively, “assessments”) or any other communications related thereto which any Selling Entity has received from any workers’ compensation or workplace safety and insurance board or similar authorities in any jurisdictions where the Business is carried on which are unpaid on the date hereof or which will be unpaid at the Closing Date and to the Knowledge of any of the Selling Entities there are no facts or circumstances which may result in an increase in liability to any Buyer or any Buyer Designee under any applicable workers’ compensation or workplace safety and insurance Law after the Closing Date.

Benefit Plans; Employees and Employment Practices. (a) Parent Section 4.9(a) of the Company Disclosure Schedule contains a list of all material Benefit Plans currently maintained, or contributed to, or required to be contributed to, by the Company or any of its Subsidiaries (the “Current Benefit Plans”). The Company has delivered or made available to the Company Parent true, complete and correct copies of of, where applicable (i) each Parent Current Benefit Plan Plan, including all amendments thereto (or, in the case of any unwritten Parent Current Benefit Plans, descriptions of the material terms thereof), (ii) the most recent annual report. report on Form 5500 filed with the IRS with respect to each Current Benefit Plan (bif any such report was required) with all required attachments, (iii) the most recent summary plan description and all subsequent summaries of material modifications for each Current Benefit Plan for which such summary plan description is required, (iv) each trust agreement and group annuity Contract relating to any Current Benefit Plan, (v) the most recent determination or opinion letter from the IRS, if any, and (vi) copies of the actuarial reports, if required under ERISA, with respect to each Current Benefit Plan for the last three (3) plan years ending prior to the date of this Agreement. Each Parent Benefit Plan has been established, funded, maintained and administered in all material respects in accordance with its terms and is in material compliance with the applicable provisions of ERISA, the Code and all other Applicable applicable Laws. There are no amendments to any Current Benefit Plan (or the establishment of any new Benefit Plan) that have been adopted or approved nor has the Company or any of its Subsidiaries undertaken or committed to make any such amendments or to adopt or approve any new plans in each case that would materially increase the costs to the Company, except as set forth on Section 4.9(a) of the Company Disclosure Schedule. (cb) To the Knowledge of Parent, all Parent All Pension Plans intended to be tax-qualified under Section 401(a) of the Code have either been established on a plan document that has been preapproved by the Internal Revenue Service (such as a master or prototype or a volume submitter document) or are the subject of favorable and up-to-date (through any applicable remedial amendment period) determination letters from the IRS, or a timely application therefor has been filed, to the effect that such Parent Pension Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code; , and no such determination letter has been revoked nor has any such Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs and, to the Knowledge of Parent, no circumstances exist and no events have occurred that could reasonably be expected to adversely affect the qualification of any Parent Pension Plan or the related trust. (dc) With Except as set forth on Section 4.9(c) of the Company Disclosure Schedule, with respect to each Parent Pension Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, except as would not reasonably be expected to have a Parent Material Adverse Effect: (i) there does not exist any “accumulated funding deficiency deficiency” within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived; (ii) on the date of the last actuarial valuation, the fair market value of the assets of such Parent Pension Plan equals or exceeds the actuarial present value of all accrued benefits under such Parent Pension Plan (whether or not vested) based upon the actuarial assumptions set forth in the most recent actuarial report for such Parent Pension Planon a termination basis; (iii) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred, and the consummation of the transactions contemplated by this Agreement will not result occurred in the occurrence of any such reportable eventpast year; (iv) all premiums to the PBGC Pension Benefit Guaranty Corporation (the “PBGC”) have been timely paid in fullfull when due; (v) no liability (other than for premiums to the PBGC) under Title IV of ERISA has been or is reasonably expected to be incurred by Parent the Company or any of its SubsidiariesSubsidiaries or ERISA Affiliates; and (vi) the PBGC has not instituted proceedings to terminate any such Parent Pension Plan. Plan and, to the Company’s Knowledge, no condition exists that presents a material risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such Pension Plan except to the extent there would be no material liability upon termination of such Pension Plan and (evii) Neither Parent nor any of its Subsidiaries no Lien has been required at any time or is required currently to contribute to any “multiemployer plan” (as defined in imposed under Section 4001(a)(3412(n) of ERISA). (f) There does not now exist, nor do any circumstances exist that could reasonably be expected to result in, any Controlled Group Liability that would be a material liability of the Surviving Corporation following the Closing. Without limiting the generality of the foregoing, neither the Company nor any of its subsidiaries, nor any of their respective ERISA Affiliates, has engaged in any transaction described in Section 4069 or Section 4204 or 4212 of ERISA. (g) Neither Parent nor its Subsidiaries has any liability for life, health, medical or other welfare benefits for former employees or beneficiaries or dependents thereof under Parent Benefit Plans, other than the Parent Pension Plans and other than as required by Section 4980B of the Code or Part 6 of Title I Section 302(f) of ERISA or other Applicable Law. (h) All contributions or premiums owed by Parent or any of its Subsidiaries with respect to Parent Benefit Plans under Applicable Law, contract or otherwise have been made in full and on a timely basis and Parent or its Subsidiaries are not obligated to contribute with respect to any Parent Benefit Plan that involves a retroactive contribution, assessment or funding waiver arrangement. (i) To Parent’s Knowledge, no Parent Pension Plan or Parent Welfare Plan or any “fiduciary” or “party-in-interest” (as such terms are respectively defined by Sections 3(21) and 3(14) of ERISA) thereto has engaged in a transaction prohibited by Section 406 of ERISA or 4975 the assets of the Code for which a valid exception is not available. (j) There are no pending or, to Parent’s Knowledge, threatened, claims, lawsuits, arbitrations or audits asserted or instituted against any Parent Benefit Plan, any fiduciary (as defined by Section 3(21) of ERISA) thereto, ParentCompany, any of its Subsidiaries or any employee ERISA Affiliate, and no event or administrator thereof circumstance has occurred that is reasonably likely to result in connection with the existence, operation or administration imposition of a Parent Benefit any such Lien on any such assets on account of any Pension Plan, other than routine claims for benefits. (kd) Neither Parent nor its Subsidiaries No Benefit Plan is a party to Multiemployer Plan. “Multiemployer Plan” means any labor or collective bargaining agreement. There are no controversies, strikes, work stoppages, slowdowns, lockouts, arbitrations or other material labor disputes pending or, to “multiemployer plan” within the Knowledge meaning of Parent, threatened between Parent or its Subsidiaries and any representatives Section 4001(a)(3) of any of their employeesERISA. (l) Parent and its Subsidiaries are in compliance in all material respects with all Applicable Laws and Orders applicable to such entity or the employees or other persons providing services to or on behalf of such entity, as the case may be, relating to the employment of labor, including all such laws, regulations and orders relating to wages, hours, employment standards, the WARN Act, Title VII of the Civil Rights Act of 1964, Age Discrimination in Employment Act, Americans with Disabilities Act, Equal Pay Act, HIPAA, ERISA, Family and Medical Leave Act, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax.

Benefit Plans; Employees and Employment Practices. (a) Parent has delivered or made available to the Company true, Section 5.11(a) of Seller Disclosure Schedule sets forth a complete and correct copies list of each Seller Benefit Plan (or other such arrangement). No plan currently or ever in the past maintained, sponsored, contributed to or required to be contributed to by any Selling Entity, any of their Subsidiaries, or any of their respective current or former ERISA Affiliates is or ever in the past was (i) each Parent Benefit Plan (or, a “multiemployer plan” as defined in the case Section 3(37) of any unwritten Parent Benefit Plans, descriptions of the material terms thereof)ERISA, (ii) the most recent annual report. (b) Each Parent Benefit Plan has been established, funded, maintained and administered a plan described in all material respects in accordance with its terms and is in compliance with the applicable provisions of ERISA, the Code and all other Applicable Laws. (c) To the Knowledge of Parent, all Parent Pension Plans have been the subject of favorable and up-to-date (through any applicable remedial amendment period) determination letters from the IRS, or a timely application therefor has been filed, to the effect that such Parent Pension Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, 413 of the Code; and, to the Knowledge of Parent, no circumstances exist and no events have occurred that could adversely affect the qualification of any Parent Pension Plan or the related trust. (diii) With respect to each Parent Pension Plan that is a plan subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of ERISA, (iv) a plan subject to the Code, except as would not reasonably be expected to have a Parent Material Adverse Effect: (i) there does not exist any accumulated minimum funding deficiency within the meaning standards of Section 412 of the Code or Section 302 of ERISA, or (v) a plan maintained in connection with any trust described in Section 501(c)(9) of the Code. No Seller Benefit Plan provides, or reflects or represents any liability to provide, benefits (including death or medical benefits), whether or not waived; (ii) on the date of the last actuarial valuationinsured, the fair market value of the assets of such Parent Pension Plan equals with respect to any former or exceeds the actuarial present value of all accrued benefits under such Parent Pension Plan (whether current employee, or not vested) based upon the actuarial assumptions set forth in the most recent actuarial report for such Parent Pension Plan; (iii) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred, and the consummation of the transactions contemplated by this Agreement will not result in the occurrence any spouse or dependent of any such reportable event; (iv) all premiums to employee, beyond the PBGC have been timely paid in full; (v) no liability (employee’s retirement or other termination of employment with Seller and its Subsidiaries other than for premiums to the PBGC(1) under Title IV of ERISA has been or is expected to be incurred coverage mandated by Parent or any of its Subsidiaries; and (vi) the PBGC has not instituted proceedings to terminate any such Parent Pension Plan. (e) Neither Parent nor any of its Subsidiaries has been required at any time or is required currently to contribute to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA). (f) There does not now exist, nor do any circumstances exist that could reasonably be expected to result in, any Controlled Group Liability that would be a material liability of the Surviving Corporation following the Closing. Without limiting the generality of the foregoing, neither the Company nor any of its subsidiaries, nor any of their respective ERISA Affiliates, has engaged in any transaction described in Section 4069 or Section 4204 or 4212 of ERISA. (g) Neither Parent nor its Subsidiaries has any liability for life, health, medical or other welfare benefits for former employees or beneficiaries or dependents thereof under Parent Benefit Plans, other than the Parent Pension Plans and other than as required by Section 4980B of the Code or Part 6 of Title I of ERISA or other Applicable Law.Section 4980B of the Code, (2) retirement or death benefits under any plan intended to be qualified under Section 401(a) of the Code, (3) disability benefits that have been fully provided for by insurance under a Seller Benefit Plan that constitutes an “employee welfare benefit plan” within the meaning of Section (3)(1) of ERISA, or (4) except as set forth in Section 5.11(a) of the Seller Disclosure Schedule.‌ (hb) All contributions Except as set forth in Section 5.11(b) of the Seller Disclosure Schedule, and except for such exceptions that would not reasonably be expected to result in a Material Adverse Effect, (i) each Seller Benefit Plan has been maintained and administered in accordance with its terms and with all applicable provisions of ERISA, the Code and other applicable Laws, and (ii) there are no audits, inquiries or premiums owed proceedings pending or threatened by Parent the U.S. Internal Revenue Service or any of its Subsidiaries with respect to Parent Benefit Plans under Applicable Law, contract or otherwise have been made in full and on a timely basis and Parent or its Subsidiaries are not obligated to contribute other Governmental Authority with respect to any Parent Seller Benefit Plan that involves a retroactive contribution, assessment or funding waiver arrangement. (i) To Parent’s Knowledge, no Parent Pension Plan or Parent Welfare Plan or any “fiduciary” or “party-in-interest” (as such terms are respectively defined by Sections 3(21) and 3(14) of ERISA) thereto has engaged in a transaction prohibited by Section 406 of ERISA or 4975 of the Code for which a valid exception is not available. (j) There are no pending or, to Parent’s Knowledge, threatened, claims, lawsuits, arbitrations or audits asserted or instituted against any Parent Benefit Plan, any fiduciary (as defined by Section 3(21) of ERISA) thereto, Parent, any of its Subsidiaries or any employee or administrator thereof in connection with the existence, operation or administration of a Parent Benefit Plan, other than routine claims for benefitsbenefits in the ordinary course of business). (k) Neither Parent nor its Subsidiaries is a party to any labor or collective bargaining agreement. There are no controversies, strikes, work stoppages, slowdowns, lockouts, arbitrations or other material labor disputes pending or, to the Knowledge of Parent, threatened between Parent or its Subsidiaries and any representatives of any of their employees. (l) Parent and its Subsidiaries are in compliance in all material respects with all Applicable Laws and Orders applicable to such entity or the employees or other persons providing services to or on behalf of such entity, as the case may be, relating to the employment of labor, including all such laws, regulations and orders relating to wages, hours, employment standards, the WARN Act, Title VII of the Civil Rights Act of 1964, Age Discrimination in Employment Act, Americans with Disabilities Act, Equal Pay Act, HIPAA, ERISA, Family and Medical Leave Act, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax.

Benefit Plans; Employees and Employment Practices. (a) Parent C&C does not have any Benefit Plans except as set forth in Section 4.8(a) of the Xxxxx Disclosure Schedule (the “Xxxxx Benefit Plans”). Each of the Xxxxx Benefit Plans is, and its administration (including, without limitation, with respect to reporting and disclosure) is and has delivered or made available been, in material compliance with its terms and, to the Company trueextent applicable, complete with ERISA, the Code (including, without limitation, all tax rules compliance with which is required for any intended favorable tax treatment) and correct copies of (i) each Parent Benefit Plan (or, in the case of any unwritten Parent Benefit Plans, descriptions of the material terms thereof), (ii) the most recent annual reportand all other applicable Law. (b) Each Parent All contributions, premiums and other payments required by Law or any Plan or applicable collective bargaining agreement to have been made under any such Plan to any fund, trust or account established thereunder or in connection therewith, and any and all contributions, premiums and other payments with respect to compensation or service before and through the Closing, or otherwise with respect to periods before and through the Closing, due from C&C or any of its respective affiliates to, under or on account of each Xxxxx Benefit Plan has shall have been established, funded, maintained paid prior to Closing or shall have been fully reserved and administered provided for in all material respects in accordance with its terms and is in compliance with the applicable provisions of ERISA, the Code and all other Applicable LawsC&C Financial Statements. (c) To the Knowledge of ParentNeither C&C nor any ERISA Affiliate currently sponsors, all Parent Pension Plans have been the subject of favorable and up-contributes to-date , maintains or has any liability (through any applicable remedial amendment periodwhether contingent or otherwise) determination letters from the IRS, or a timely application therefor has been filed, to the effect that such Parent Pension Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code; and, to the Knowledge of Parent, no circumstances exist and no events have occurred that could adversely affect the qualification of any Parent Pension Plan or the related trust. (d) With respect to each Parent Pension Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, except as would not reasonably be expected to have a Parent Material Adverse Effect: (i) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived; (ii) on the date of the last actuarial valuation, the fair market value of the assets of such Parent Pension Plan equals or exceeds the actuarial present value of all accrued benefits under such Parent Pension Plan (whether or not vested) based upon the actuarial assumptions set forth in the most recent actuarial report for such Parent Pension Plan; (iii) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred, and the consummation of the transactions contemplated by this Agreement will not result in the occurrence of any such reportable event; (iv) all premiums to the PBGC have been timely paid in full; (v) no liability (other than for premiums to the PBGC) under Title IV of ERISA has been or is expected to be incurred by Parent or any of its Subsidiaries; and (vi) the PBGC has not instituted proceedings to terminate any such Parent Pension Plan. (e) Neither Parent nor any of its Subsidiaries has been required at any time or is required currently to contribute to any a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA)) or (ii) an employee benefit plan that is or was subject to Part 3 of Subtitle B of Title I of ERISA, or Section 412 of the Code, or Title IV of ERISA, nor has any of them ever done so. (fd) Each Xxxxx Benefit Plan which is intended to be tax-qualified under Section 401(a) of the Code has been determined by the United States Internal Revenue Service (“IRS”) to be so qualified and such determination has not been modified, revoked or limited, or is operated pursuant to an IRS approved prototype or volume submitter plan document as to which there is a valid IRS opinion letter, and no circumstances have occurred that would adversely affect the tax-qualified status of any such Plan; and, to the knowledge of C&C, no plan (for purposes of Section 409A of the Code), including the administration thereof, is or has been in violation of Section 409A of the Code such that any tax or other penalty would be due (from any person) under Section 409A of the Code. (e) There does not now existis no suit, nor do action, dispute, claim, arbitration or legal, administrative or other proceeding or governmental investigation pending, or, to the knowledge of C&C, threatened, alleging any circumstances exist that could reasonably be expected to result in, any Controlled Group Liability that would be a material liability breach of the Surviving Corporation following the Closing. Without terms of any such Plan or of any fiduciary duties thereunder or violation of any applicable Law with respect to any such Plan; and, without limiting the generality of the foregoing, neither to the Company nor any knowledge of its subsidiariesC&C, nor any (A) there are no circumstances in which options or similar equity interests have been granted to one or more service providers where the date of their respective ERISA Affiliatesgrant for legal, has engaged tax or accounting purposes is not the date used on the face of the governing award documents and, as applicable, in any transaction described in Section 4069 disclosure thereof, and (B) there are no suits, proceedings or Section 4204 governmental, accounting or 4212 internal investigations relating to such matters. (f) No Xxxxx Benefit Plan is or has ever been subject to Title IV of ERISA. (g) Neither Parent C&C nor its Subsidiaries any Xxxxx Subsidiary, or any “party in interest” (as defined in Section 3(14) of ERISA) or any “disqualified person” (as defined in Section 4975 of the Code) with respect to any such Plan, has engaged in a non-exempt “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 of ERISA. (h) (A) No Xxxxx Benefit Plan that is a “welfare benefit plan” as defined in Section 3(1) of ERISA provides for continuing benefits or coverage for any liability for lifeparticipant or beneficiary or covered dependent of a participant after such participant’s termination of employment, health, medical or other welfare benefits for former employees or beneficiaries or dependents thereof under Parent Benefit Plans, other than except to the Parent Pension Plans and other than as extent required by Law; (B) there has been no violation of Section 4980B of the Code or Part 6 of Title I Sections 601 through 608 of ERISA or other Applicable Law. (h) All contributions or premiums owed by Parent or any of its Subsidiaries with respect to Parent Benefit Plans under Applicable Law, contract or otherwise have been made in full and on a timely basis and Parent or its Subsidiaries are not obligated to contribute with respect to any Parent such Plan that could result in any material liability; and (C) all Xxxxx Benefit Plans which provide medical, dental health or long-term disability benefits are fully insured and claims with respect to any participant or covered dependent under such Xxxxx Benefit Plan that involves a retroactive contribution, assessment could not result in any uninsured liability to C&C or funding waiver arrangementany Xxxxx Subsidiary. (i) To Parent’s KnowledgeWith respect to each Xxxxx Benefit Plan, no Parent Pension Plan or Parent Welfare Plan or any “fiduciary” or “party-in-interest” (as such terms are respectively defined by Sections 3(21) true, correct, and 3(14) of ERISA) thereto has engaged in a transaction prohibited by Section 406 of ERISA or 4975 complete copies of the Code applicable following documents have been delivered to AFN: (A) all current Plan documents and related trust documents, and any amendment thereto; (B) Forms 5500, financial statements, and actuarial reports for which a valid exception is not availablethe last three Plan years; (C) the most recently issued Internal Revenue Service determination letter, if any; (D) summary plan descriptions and all summaries of material modifications; and (E) all material written communications to employees relating to such Plans. (j) There are no pending orEach of C&C and the Xxxxx Subsidiaries have properly classified for all purposes (including, without limitation, for all Tax purposes and for purposes of determining eligibility to Parent’s Knowledge, threatened, claims, lawsuits, arbitrations or audits asserted or instituted against any Parent Benefit Plan, any fiduciary (as defined by Section 3(21) of ERISA) thereto, Parent, any of its Subsidiaries or participate in any employee or administrator thereof benefit plan) all employees, leased employees, consultants and independent contractors, and has withheld and/or paid all applicable Taxes and made all appropriate filings in connection with the existence, operation or administration of a Parent Benefit Plan, other than routine claims for benefitsservices provided by such persons to C&C and any Xxxxx Subsidiary. (k) Neither Parent On and after the Closing, no Xxxxx Benefit Plan shall cover or otherwise benefit any individuals other than current or former employees of AFN and its subsidiaries (and their dependents and beneficiaries). (l) Without limiting any other provision of this Section 4.8, except as set forth in Section 4.8(l) of the Xxxxx Disclosure Schedule, no event has occurred and no condition exists, with respect to any Xxxxx Benefit Plan, that has subjected or could subject C&C or any Xxxxx Subsidiary, or any of their Xxxxx Benefit Plans or any successor thereto, to any tax, fine, penalty or other liability (other than a liability arising in the normal course to make contributions or payments, as applicable, when ordinarily due under the Xxxxx Benefit Plans with respect to employees (or, if applicable, independent contractors) of C&C and the Xxxxx Subsidiaries). Without limiting any other provision of this Section 4.8, except as set forth in Section 4.8(l) of the Xxxxx Disclosure Schedule, no event has occurred and no condition exists, with respect to any Xxxxx Benefit Plan, that has subjected or could subject the C&C Surviving Company or any of its affiliates to any tax, fine, penalty or other liability (other than, in the case of a liability arising in the normal course to make contributions or payments, as applicable, when ordinarily due under a Xxxxx Benefit Plan with respect to employees (or, if applicable, independent contractors) of the C&C Surviving Company and those of its affiliates that participate in the Xxxxx Benefit Plan), that would not have been incurred by the C&C Surviving Company or any of its affiliates, or any such assumed Plan, but for the transactions contemplated hereby. The C&C Surviving Company and its affiliates (including, without limitation, on and after the Closing, C&C and the Xxxxx Subsidiaries) shall have no liability for, under, with respect to or otherwise in connection with any Plan, which liability arises under ERISA or the Code, by virtue of C&C or any Xxxxx Subsidiary being aggregated, with any other person that is an ERISA Affiliate (other than with C&C or a Xxxxx Subsidiary, in a controlled group or affiliated service group for purposes of ERISA or the Code at any relevant time prior to the Closing). Except as set forth in Section 4.8(l) or 4.10(a) of the Xxxxx Disclosure Schedule, neither C&C nor its Subsidiaries any Xxxxx Subsidiary has, since January 1, 2007, agreed or otherwise committed to, whether in writing or otherwise, to increase or improve the compensation, benefits or terms and conditions of employment or service of any director, manager, officer, employee or consultant (except as such increases or improvements generally occur in the ordinary course of business). Except as set forth in Section 4.8(l) of the Xxxxx Disclosure Schedule, no Plan exists which could result in the payment of money or any other property or rights, or accelerate or provide any other rights or benefits, to any current or former employee of C&C or any Xxxxx Subsidiary (or other current or former service provider thereto) that would not have been required but for the transactions provided for herein, and neither C&C nor any Xxxxx Subsidiary, nor any of their respective affiliates, is a party to any labor Plan, program, agreement, arrangement, practice, policy or collective bargaining agreement. There are no controversiesunderstanding that would result, strikesseparately or in the aggregate, work stoppages, slowdowns, lockouts, arbitrations in the payment (whether in connection with any termination of employment or other material labor disputes pending or, to the Knowledge of Parent, threatened between Parent or its Subsidiaries and any representatives otherwise) of any “excess parachute payment” within the meaning of their Section 280G of the Code with respect to a current or former employee of, or current or former independent contractor to, C&C or any Xxxxx Subsidiary. Except as set forth in Section 4.8(l) of the Xxxxx Disclosure Schedule, neither C&C nor any Xxxxx Subsidiary maintains any Plan which provides severance to current or former employees. . Except as set forth in Section 4.8(l) of the Xxxxx Disclosure Schedule, each Xxxxx Benefit Plan may be amended and terminated in accordance with its terms, and, each such Xxxxx Benefit Plan (lother than any employment or consulting agreements) Parent provides for the unrestricted right of C&C or any Xxxxx Subsidiary (as applicable) to amend or terminate such Plan. Neither C&C nor any Xxxxx Subsidiary will have any liability under the Workers Adjustment and its Subsidiaries are in compliance in all material respects with all Applicable Laws and Orders applicable to such entity or the employees or other persons providing services to or on behalf of such entityRetraining Notification Act, as amended (“WARN”), with respect to any events occurring or conditions existing on or during the case may be, relating ninety (90) days prior to the employment of labor, including all such laws, regulations and orders relating to wages, hours, employment standards, the WARN Act, Title VII of the Civil Rights Act of 1964, Age Discrimination in Employment Act, Americans with Disabilities Act, Equal Pay Act, HIPAA, ERISA, Family and Medical Leave Act, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar taxClosing.

Benefit Plans; Employees and Employment Practices. (a) Parent Section 4.9 of the Company Disclosure Schedule contains a list of all “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (sometimes referred to herein as “Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA and sometimes referred to herein as “Welfare Plans”) and each other “Benefit Plan” (defined herein as any Pension Plan, Welfare Plan and any other plan, fund, program, arrangement or agreement (including any employment or consulting agreement but excluding any individual award agreements under Company Equity Plans) to provide employees, directors, independent contractors, consultants, officers or agents with medical, health, life, bonus, stock or stock-based rights (option, ownership or purchase), retirement, deferred compensation, severance, salary continuation, vacation, sick leave, fringe, incentive insurance or other benefits) maintained, or contributed to, or required to be contributed to, by the Company or any of its Subsidiaries for the benefit of any current or former independent contractors, consultants, agents, employees, officers or directors of the Company or any of its Subsidiaries. The Company has delivered or made available to the Company Parent true, complete and correct copies of (i) each Parent Benefit Plan (or, in the case of any unwritten Parent Benefit Plans, descriptions of the material terms thereof), (ii) the most recent annual reportreport on Form 5500 filed with the IRS with respect to each Benefit Plan (if any such report was required), (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, (iv) each trust agreement and group annuity contract relating to any Benefit Plan; (v) any model award agreement under the Company Equity Plans, and (vi) the most recent determination letter from the IRS, if any. Neither the Company nor any of its Subsidiaries have undertaken or committed to make any material amendments to any Benefit Plan or to adopt or approve any new plans. (b) Each Parent Benefit Plan has been established, funded, maintained and administered in all material respects in accordance with its terms and is in compliance in all material respects with the applicable provisions of ERISA, the Code Code, and all other Applicable applicable Laws. All Company Options have been granted with an exercise price per share no lower than the “fair market value” of a Company Share on the date of grant, as determined in accordance with the terms of the applicable option plan, the Company Charter Documents and applicable Law. All Company Options have been properly accounted for by the Company in accordance with GAAP. (c) To the Knowledge of Parent, all Parent All Pension Plans intended to be Tax qualified under the Code have been the subject of favorable and up-to-date (through any applicable remedial amendment period) determination letters from the IRS, or a timely application therefor has been filed, to the effect that such Parent Pension Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked nor has any such Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification; and, to the Knowledge of Parentthe Company, no circumstances exist and no events have occurred that could adversely affect the qualification of any Parent Pension Plan or the related trust. No trust funding any Benefit Plan is intended to meet the requirements of Section 501(c)(9) of the Code. (d) With respect Neither the Company, nor any of its Subsidiaries, nor any other Person that, together with the Company, is or was treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (the Company and each such other Person a “Commonly Controlled Entity”) has during the past six years (i) maintained, sponsored or been required to each Parent Pension Plan that is contribute to a plan subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, except as would not reasonably be expected to have a Parent Material Adverse Effect: (i) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived; (ii) on the date of the last actuarial valuation, the fair market value of the assets of such Parent Pension Plan equals or exceeds the actuarial present value of all accrued benefits under such Parent Pension Plan (whether or not vested) based upon the actuarial assumptions set forth in the most recent actuarial report for such Parent Pension Plan; (iii) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred, and the consummation of the transactions contemplated by this Agreement will not result in the occurrence of any such reportable event; (iv) all premiums to the PBGC have been timely paid in full; (v) no liability (other than for premiums to the PBGC) under Title IV of ERISA has been or is expected to be incurred by Parent or any of its Subsidiaries; and (vi) the PBGC has not instituted proceedings to terminate any such Parent Pension Plan. (e) Neither Parent nor any of its Subsidiaries has been required at any time or is required currently to contribute to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA). (e) With respect to any Welfare Plan, (i) no such Welfare Plan is funded through a “welfare benefits fund”, as such term is defined in Section 419(e) of the Code and (ii) each such Welfare Plan that is a “group health plan”, as such term is defined in Section 5000(b)(1) of the Code and any Benefit Plan that is maintained by a Commonly Controlled Entity, complies in all material respects with the applicable requirements of Section 4980B(f) of the Code. (f) There does not now existNeither the Company, nor do any circumstances exist that could reasonably be expected to result in, any Controlled Group Liability that would be a material liability of the Surviving Corporation following the Closing. Without limiting the generality of the foregoing, neither the Company nor any of its subsidiariesSubsidiaries, nor any Person acting on behalf of their respective ERISA Affiliatesthe Company or its Subsidiaries has made or entered into any legally binding commitment with, has engaged in any transaction described in Section 4069 current or Section 4204 former directors, officers, employees, consultants or 4212 independent contractors of ERISAthe Company, any of its Subsidiaries to the effect that, following the date hereof, (i) any benefits or compensation provided to such persons under existing Benefit Plans or under any other plan or arrangement will be amended to provide enhanced or accelerated benefits, (ii) any new plans or arrangements providing benefits or compensation will be adopted, (iii) any Benefit Plans will be continued for any period of time or cannot be amended or terminated at any time or for any reason, (iv) any plans or arrangements provided by Parent will be made available to such employees, or (v) any trusts or other funding mechanisms will be required to be funded. (g) Neither Parent the Company, nor any of its Subsidiaries has any material liability for life, health, medical or other welfare benefits for former employees or beneficiaries or dependents thereof under Parent Benefit Plans, other than the Parent Pension Plans and other than as required by Section 4980B of the Code or Code, Part 6 of Title I of ERISA or other Applicable applicable Law. (h) All contributions or premiums owed by Parent the Company or any of its Subsidiaries with respect to Parent Benefit Plans under Applicable Law, contract or otherwise have been made in full and on a timely basis and Parent the Company or its Subsidiaries are not obligated to contribute with respect to any Parent Benefit Plan that involves a retroactive contribution, assessment or funding waiver arrangement. All administrative costs attributable to Benefit Plans have been paid when due. (i) To Parentthe Company’s Knowledge, no Parent Pension Plan or Parent Welfare Plan or any “fiduciary” or “party-in-interest” (as such terms are respectively defined by Sections 3(21) and 3(14) of ERISA) thereto has engaged in a transaction prohibited by Section 406 of ERISA or 4975 of the Code for which a valid exception is not available. (j) There are no pending or, to Parentthe Company’s Knowledge, threatened, claims, lawsuits, arbitrations or audits asserted or instituted against any Parent Benefit Plan, any fiduciary (as defined by Section 3(21) of ERISA) thereto, Parentthe Company, any of its Subsidiaries or any employee or administrator thereof in connection with the existence, operation or administration of a Parent Benefit Plan, other than routine claims for benefits. (k) Nothing in this Agreement or the transactions contemplated by this Agreement will: (i) trigger a right, whether or not conditioned upon termination of employment or changes in duties or responsibilities, of any employee of the Company or any of its Subsidiaries to severance, deferred compensation or retirement benefits under any agreement or arrangement to which the Company or any of its Subsidiaries is a party; (ii) trigger a right or payment, whether or not conditioned upon termination of employment or changes in duties or responsibilities, under any agreement or arrangement to which the Company or any of its Subsidiaries is a party, that would be considered a parachute payment within the meaning of Section 280G of the Code or any reimbursement of any excise taxes under Section 4999 of the Code or any income taxes under the Code; or (iii) cause any early withdrawal or premature termination penalty with respect to any asset held in connection with any Benefit Plan. The Company has made available to Parent a complete and correct schedule, as of the date of this Agreement, of the annual base salary and annual target bonus of each executive officer of the Company. (l) Neither Parent the Company nor its Subsidiaries is a party to any labor or collective bargaining agreement. There are no controversies, strikes, work stoppages, slowdowns, lockouts, arbitrations or other material labor disputes pending or, to the Knowledge of Parentthe Company, threatened between Parent the Company or its Subsidiaries and any representatives of any of their employees. To the Knowledge of the Company, there are no material organizational efforts presently being made involving any of the presently unorganized employees of the Company or its Subsidiaries. There are no pending or, to the Knowledge of the Company, threatened complaints, charges or claims against the Company or any of its Subsidiaries brought or filed with any Governmental Entity, arbitrator or court based on, arising out of, in connection with or otherwise relating to the employment or termination of employment by any of the Company or any of its Subsidiaries or, relating to the employees or other persons providing services to or on behalf of the Company or any of its Subsidiaries. (lm) Parent The Company and its Subsidiaries are in compliance in all material respects with all Applicable Laws and Orders applicable to such entity or the employees or other persons providing services to or on behalf of such entity, as the case may be, relating to the employment of labor, including all such laws, regulations and orders relating to wages, hours, employment standards, the WARN Act, Title VII of the Civil Rights Act of 1964, Age Discrimination in Employment Act, Americans with Disabilities Act, Equal Pay Act, HIPAA, ERISA, Family and Medical Leave Act, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax.

Benefit Plans; Employees and Employment Practices. (a) Parent Neither AFN nor any AFN Subsidiary currently and since October 6, 2006 has delivered independently or made available jointly employed any persons as employees to perform work for AFN or an AFN Subsidiary and neither AFN nor any AFN Subsidiary has any obligation or liability with respect to any employees. Neither AFN nor any AFN Subsidiary currently and since October 6, 2006 has independently or jointly leased any employees to perform work for AFN or an AFN Subsidiary and neither AFN nor any AFN Subsidiary has any obligation or liability with respect to any leased employees. Neither AFN nor any AFN Subsidiary currently and since October 6, 2006 has independently or jointly retained any person as an independent contractor or consultant to perform services for AFN or any AFN Subsidiary and neither AFN nor any AFN Subsidiary has any obligation or liability with respect to any independent contractor or consultant. Neither AFN nor any AFN Subsidiary has any Benefit Plans except for the AFN Incentive Plan. For purposes of this Agreement, the term “Benefit Plan” shall mean a Plan which AFN or C&C or any subsidiary thereof, or any ERISA Affiliate, sponsors, maintains, has any obligation to contribute to, has or may have liability under or is otherwise a party to, or which otherwise provides benefits for employees, former employees, independent contractors or former independent contractors (or their dependents and beneficiaries), on the date of this Agreement or at any time subsequent thereto and on or prior to the Company true, complete and correct copies of (i) each Parent Benefit Plan (orClosing Date and, in the case of any unwritten Parent Benefit Plans, descriptions of the material terms thereof), (ii) the most recent annual report. (b) Each Parent Benefit a Plan has been established, funded, maintained and administered in all material respects in accordance with its terms and is in compliance with the applicable provisions of ERISA, the Code and all other Applicable Laws. (c) To the Knowledge of Parent, all Parent Pension Plans have been the subject of favorable and up-to-date (through any applicable remedial amendment period) determination letters from the IRS, or a timely application therefor has been filed, to the effect that such Parent Pension Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code; and, to the Knowledge of Parent, no circumstances exist and no events have occurred that could adversely affect the qualification of any Parent Pension Plan or the related trust. (d) With respect to each Parent Pension Plan that which is subject to Part 3 of Title IV or Section 302 of ERISA or Section 412 or 4971 I of the CodeEmployee Retirement Income Security Act of 1974, except as would not reasonably be expected to have a Parent Material Adverse Effect: amended (i) there does not exist any accumulated funding deficiency within the meaning of “ERISA”), Section 412 of the Code or Section 302 Title IV of ERISA, at any time during the five-year period preceding the date of this Agreement. In addition, for purposes of this Agreement, the term “Plan“ shall mean any employment, consulting, bonus, incentive compensation, deferred compensation, pension, profit sharing, retirement, stock purchase, stock option, stock ownership, stock appreciation rights, phantom stock, equity (or equity-based), leave of absence, layoff, vacation, day or dependent care, legal services, cafeteria, life, health, medical, dental, vision, welfare, accident, disability, workmen’s compensation or other insurance, severance, separation, termination, change of control, collective bargaining or other benefit plan, understanding, agreement, practice, policy or arrangement of any kind, whether written or oral, and whether or not waived; (ii) on the date of the last actuarial valuationsubject to ERISA, the fair market value of the assets of such Parent Pension Plan equals or exceeds the actuarial present value of all accrued benefits under such Parent Pension Plan (whether or including, but not vested) based upon the actuarial assumptions set forth in the most recent actuarial report for such Parent Pension Plan; (iii) no reportable event limited to, any “employee benefit plan” within the meaning of Section 4043(c3(3) of ERISA for which the 30-day notice requirement has not been waived has occurredERISA, and the consummation of the transactions contemplated by this Agreement will not result in the occurrence of any such reportable event; (iv) all premiums to the PBGC have been timely paid in full; (v) no liability (other than for premiums to the PBGC) under Title IV of term “ERISA has been or is expected to be incurred by Parent or any of its Subsidiaries; and (vi) the PBGC has not instituted proceedings to terminate any such Parent Pension Plan. (e) Neither Parent nor any of its Subsidiaries has been Affiliate” shall mean a person required at any particular time to be aggregated with AFN or is required currently to contribute to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA). (f) There does not now exist, nor do any circumstances exist that could reasonably be expected to result in, any Controlled Group Liability that would be a material liability of the Surviving Corporation following the Closing. Without limiting the generality of the foregoing, neither the Company nor any of its subsidiaries, nor any of their respective ERISA Affiliates, has engaged in any transaction described in Section 4069 or Section 4204 or 4212 of ERISA. (g) Neither Parent nor its Subsidiaries has any liability for life, health, medical or other welfare benefits for former employees or beneficiaries or dependents thereof under Parent Benefit Plans, other than the Parent Pension Plans and other than as required by Section 4980B of the Code or Part 6 of Title I of ERISA or other Applicable Law. (h) All contributions or premiums owed by Parent C&C or any of its Subsidiaries with respect to Parent Benefit Plans under Applicable Law, contract or otherwise have been made in full and on a timely basis and Parent or its Subsidiaries are not obligated to contribute with respect to any Parent Benefit Plan that involves a retroactive contribution, assessment or funding waiver arrangement. (i) To Parent’s Knowledge, no Parent Pension Plan or Parent Welfare Plan or any “fiduciary” or “party-in-interest” (as such terms are respectively defined by Sections 3(21) and 3(14) of ERISA) thereto has engaged in a transaction prohibited by Section 406 of ERISA or 4975 of the Code for which a valid exception is not available. (j) There are no pending or, to Parent’s Knowledge, threatened, claims, lawsuits, arbitrations or audits asserted or instituted against any Parent Benefit Plan, any fiduciary (as defined by Section 3(21) of ERISA) thereto, Parent, any of its Subsidiaries or any employee or administrator thereof in connection with the existence, operation or administration of a Parent Benefit Plan, other than routine claims for benefits. (k) Neither Parent nor its Subsidiaries is a party to any labor or collective bargaining agreement. There are no controversies, strikes, work stoppages, slowdowns, lockouts, arbitrations or other material labor disputes pending or, to the Knowledge of Parent, threatened between Parent or its Subsidiaries and any representatives of any of their employees. (l) Parent and its Subsidiaries are in compliance in all material respects with all Applicable Laws and Orders applicable to such entity or the employees or other persons providing services to or on behalf of such entitysubsidiary, as the case may be, relating under Sections 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA. The AFN Incentive Plan is, and its administration (including, without limitation, with respect to reporting and disclosure) is and has been, in compliance with its terms and, to the employment of laborextent applicable, including all such laws, regulations and orders relating to wages, hours, employment standardswith ERISA, the WARN ActCode (including, Title VII of the Civil Rights Act of 1964without limitation, Age Discrimination in Employment Act, Americans all tax rules compliance with Disabilities Act, Equal Pay Act, HIPAA, ERISA, Family which is required for any intended favorable tax treatment) and Medical Leave Act, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar taxall other applicable Law.

Benefit Plans; Employees and Employment Practices. (a) Parent Section 6.16(a) of the Company Disclosure Schedule sets forth a complete and correct list of all “employee benefit plans” within the meaning of Section 3(3) of ERISA, and all bonus or other cash or other incentive compensation, salary continuation, employment, change-of-control, severance, retention, retirement, pension, deferred compensation, vacation, sick pay or paid time off and all other benefit or compensation plans, programs, contracts, policies, agreements or arrangements (whether written or unwritten, insured or self-insured) established, maintained, sponsored or contributed to (or with respect to which any obligation to contribute has delivered been undertaken) by a Target Company or any ERISA Affiliate for the benefit of any employee, officer, director or independent contractor of the Target Companies (whether current, former or retired) or any beneficiary thereof (each a “Benefit Plan”). (b) The Company has made available to the Company true, complete and correct copies of Purchaser: (i) copies of all material documents setting forth the terms of each Parent Benefit Plan (orPlan, in the case of any unwritten Parent Benefit Plans, descriptions of the material terms thereof), including all amendments thereto and all related trust documents; (ii) the most recent annual report. reports (bForm Series 5500), if any, required under ERISA or the Code in connection with each Benefit Plan; (iii) Each Parent the most recent actuarial reports (if applicable) for all Benefit Plans; (iv) the most recent summary plan description, if any, required under ERISA with respect to each Benefit Plan; (v) all material written contracts, instruments or agreements relating to each Benefit Plan, including administrative service agreements and group insurance contracts; (vi) the most recent IRS determination letter (or in the case of a master or prototype plan, a favorable opinion letter or in the case of a volume submitter plan, a favorable advisory letter) issued with respect to each Benefit Plan has been established, funded, maintained intended to be qualified under Section 401(a) of the Code; and administered in (vii) all material respects in accordance with its terms and is in compliance with filings under the applicable provisions Internal Revenue Service Employee Plans Compliance Resolution System program or the Department of ERISA, the Code and all other Applicable LawsLabor’s Delinquent Filer Voluntary Compliance Program (if any). (c) To Neither the Knowledge Target Companies nor any ERISA Affiliates have any binding obligation arising from any communication to any employee, officer, director or contractor of Parentthe Target Companies (whether current, all Parent Pension Plans have been the subject of favorable and up-to-date (through former or retired) or to any applicable remedial amendment period) determination letters from the IRSother Person to materially modify any Benefit Plan or to establish or implement any other material benefit plan, program, or a timely application therefor has been filed, to the effect that such Parent Pension Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code; and, to the Knowledge of Parent, no circumstances exist and no events have occurred that could adversely affect the qualification of any Parent Pension Plan or the related trustarrangement. (d) With respect Neither the Target Companies nor any ERISA Affiliates contribute to each Parent Pension or have any obligation to contribute to, or had any such obligation during the past six-year period preceding the Closing Date, and no Benefit Plan that is (i) a plan subject to Title IV or of ERISA, Section 302 of ERISA or Section 412 or 4971 of the Code, (ii) a “multiemployer plan” as defined in Section 3(37) of ERISA, (iii) a plan described in Section 413 of the Code, or (iv) a plan funded through a trust that is intended to be exempt from federal income taxation pursuant to Section 501(c)(9) of the Code. (e) Each Benefit Plan has been established, documented, administered and operated in compliance in all material respects with all applicable Laws and its governing documents. All reports and disclosures relating to the Benefit Plans required to be filed with or furnished to Governmental Authorities, Benefit Plan participants or Benefit Plan beneficiaries have been filed or furnished in substantial compliance with all applicable Laws in a timely manner. (f) Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code (a “Qualified Plan”) has received, from the IRS, a favorable determination letter (or in the case of a master or prototype plan, a favorable opinion letter or in the case of a volume submitter plan, a favorable advisory letter) as to its qualification under Section 401(a) of the Code, and to the Knowledge of the Sellers and the Company, no event of condition exists, whether by action or by failure to act, that could adversely affect the qualified status of any such Qualified Plan. (g) No Legal Proceeding, audit or investigation has been threatened, asserted, instituted or, to the Knowledge of the Sellers and the Company, is anticipated against any of the Benefit Plans (other than non-material routine claims for benefits and appeals of such claims), any trustee or fiduciaries thereof, any ERISA Affiliate, any employee, officer, director, stockholder or independent contractor of the Target Companies (whether current, former or retired), or any of the assets of any trust of any of the Benefit Plans. With respect to each Benefit Plan, all contributions, reimbursements and premium payments that are due have been made, and all contributions, reimbursements and premium payments for any period ending on or before the Closing that are not yet due have been made or properly accrued. (h) Neither any Target Company nor any ERISA Affiliate has any liability, including any direct or indirect contingent liability, in connection with any Benefit Plan that has been terminated prior to the date of Closing that could subject the Purchaser to any material liability. Each Benefit Plan may at any time be unilaterally amended or terminated in its entirety, in accordance with the terms thereof, without liability except as would to benefits accrued thereunder prior to such amendment or termination. (i) With respect to each Benefit Plan which is a group health plan, the Target Companies and their ERISA Affiliates have complied with (i) the health care continuation provisions of Section 4980B of the Code and corresponding provisions of ERISA (collectively “COBRA”) and the applicable requirements of the Health Insurance Portability and Accountability Act of 1996 and the regulations thereunder, and neither the Target Companies nor any of their ERISA Affiliates have incurred any liability under Section 4980 of the Code. Except to the extent required pursuant to Section 4980B(f) of the Code and the corresponding provisions of ERISA, no Benefit Plan provides retiree medical or retiree life insurance benefits to any Person, and none of the Target Companies is contractually or otherwise obligated (whether or not reasonably be expected in writing) to have provide any Person with life insurance or medical benefits upon retirement or termination of employment. (j) Since the earliest date of establishment of any Benefit Plan, each Benefit Plan that is a Parent Material Adverse Effectnonqualified deferred compensation plan or arrangement has been maintained in good faith operational compliance and, for all periods after December 31, 2008, in documentary compliance with Section 409A of the Code. (k) Except as set forth in Section 6.16(k) of the Company Disclosure Schedule, with respect to each of the Benefit Plans: (i) there does not exist any accumulated funding deficiency no non-exempt “prohibited transaction,” within the meaning of Section 412 4975 of the Code or Section 302 406 of ERISA, whether has occurred or not waivedis reasonably expected to occur; and (ii) on to the date Knowledge of the last actuarial valuationSellers and the Company, no Benefit Plan is under, and neither the fair market value Target Companies nor any of their ERISA Affiliates have received any notice of, an audit or investigation by the assets IRS, Department of Labor or any other Governmental Authority, and no such Parent Pension Plan equals or exceeds completed audit, if any, has resulted in the actuarial present value imposition of all accrued benefits under such Parent Pension Plan any Tax. (whether or not vestedl) based upon the actuarial assumptions Except as set forth in the most recent actuarial report for such Parent Pension Plan; (iii) no reportable event within the meaning of Section 4043(c6.16(l) of ERISA for which the 30-day notice requirement has not been waived has occurredCompany Disclosure Schedule, the execution and delivery of this Agreement, and the consummation of the transactions contemplated by this Agreement hereby, will not result in (either alone or upon the occurrence of any additional or subsequent events) (i) result in any payment becoming due to any employee, officer, director, stockholder or independent contractor of the Target Companies (whether current, former or retired) or their beneficiaries, (ii) increase any benefits otherwise payable under any Benefit Plans, (iii) result in the acceleration of the time of payment or vesting of any such reportable event; benefits or (iv) all premiums result in the incurrence or acceleration of any other obligation related to the PBGC have been timely paid in full; Benefit Plans or to any employee, officer, director, stockholder or independent contractor of the Target Companies, or otherwise, that would not be deductible by reason of Section 280G of the Code or would be subject to an excise tax under Section 4999 of the Code. (vm) no liability (No Benefit Plan is mandated by a government other than for premiums the United States or is subject to the PBGCapplicable Laws of a jurisdiction outside of the United States. (n) under Title IV To the Knowledge of ERISA has been the Sellers and the Company, no person who was engaged by a Target Company as an independent contractor or is expected in any other non-employee capacity should be characterized as or will be deemed to be incurred by Parent an employee of such Target Company under applicable Law, including for purposes of federal, state, and local income taxation, workers’ compensation, unemployment insurance and Benefit Plan eligibility. (o) With respect to any employee or officer of a Target Company (each a “Company Employee”) (whether current, former or retired), the Target Companies are in material compliance with all applicable Laws respecting employment and employment practices (including all immigration and I-9 obligations), terms and conditions of employment, wages, hours of work and occupational safety and health; and there are no material controversies or claims pending, or to the Knowledge of the Sellers or the Company, threatened between any of the Company Employees (whether current, former or retired), on the one hand, and the Target Companies or any of its Subsidiaries; and (vi) their ERISA Affiliates, on the PBGC has not instituted proceedings other hand, relating to terminate employment practices or any such Parent Pension Plan. (e) Neither Parent nor any of its Subsidiaries has been required at any time or is required currently to contribute to any “multiemployer plan” (as defined in applicable Laws contemplated by this Section 4001(a)(3) of ERISA6.16(o). (fp) There does not now exist, nor do any circumstances exist that could reasonably be expected to result in, any Controlled Group Liability that would be a material liability To the Knowledge of the Surviving Corporation following Sellers and the ClosingCompany, no Company employee who exercises management level responsibilities for the Target Companies intends to terminate his or her employment. Without limiting the generality of the foregoingIn addition, neither the Company nor any of its subsidiaries, nor any of their respective ERISA Affiliates, has engaged in any transaction described in Section 4069 or Section 4204 or 4212 of ERISA. (g) Neither Parent nor its Subsidiaries has any liability for life, health, medical or other welfare benefits for former employees or beneficiaries or dependents thereof under Parent Benefit Plans, other than the Parent Pension Plans and other than as required by Section 4980B of the Code or Part 6 of Title I of ERISA or other Applicable Law. (h) All contributions or premiums owed by Parent or any of its Subsidiaries except with respect to Parent Benefit Plans under Applicable Law, contract or otherwise have been made the Company Employees set forth in full and on a timely basis and Parent or its Subsidiaries are not obligated to contribute with respect to any Parent Benefit Plan that involves a retroactive contribution, assessment or funding waiver arrangement. (i) To Parent’s Knowledge, no Parent Pension Plan or Parent Welfare Plan or any “fiduciary” or “party-in-interest” (as such terms are respectively defined by Sections 3(21) and 3(14Section 6.16(p) of ERISA) thereto has engaged in a transaction prohibited by Section 406 the Company Disclosure Schedule, the Target Companies have no present intention to terminate the employment of ERISA or 4975 of any Company Employee who exercises management level responsibilities for the Code for which a valid exception is not available. (j) There are no pending or, to Parent’s Knowledge, threatened, claims, lawsuits, arbitrations or audits asserted or instituted against any Parent Benefit Plan, any fiduciary (as defined by Section 3(21) of ERISA) thereto, Parent, any of its Subsidiaries or any employee or administrator thereof in connection with the existence, operation or administration of a Parent Benefit Plan, other than routine claims for benefits. (k) Neither Parent nor its Subsidiaries is a party to any labor or collective bargaining agreementTarget Companies. There are no controversiesaudits, strikes, work stoppages, slowdowns, lockouts, arbitrations administrative or other material labor disputes employment related matters or Legal Proceedings pending or, to the Knowledge of Parentthe Sellers and the Company, threatened between Parent or its Subsidiaries and before any representatives of any of their employees. (l) Parent and its Subsidiaries are in compliance in all material respects with all Applicable Laws and Orders applicable to such entity or the employees or other persons providing services to or on behalf of such entity, as the case may beGovernmental Authority, relating to the employment of laborany Company Employee or any person engaged by a Target Company as an independent contractor or in any other non-employee capacity. (q) All amounts required by any statute, including all such lawsinsurance policy, regulations and orders relating Governmental Authority or agreement to wages, hours, employment standards, the WARN Act, Title VII of the Civil Rights Act of 1964, Age Discrimination in Employment Act, Americans with Disabilities Act, Equal Pay Act, HIPAA, ERISA, Family and Medical Leave Act, discrimination, civil rights, safety and health, be paid into any workers’ compensation and loss or reserve fund, collateral fund, sinking fund or similar account with respect to any employee or officer of the collection and payment Target Companies (whether current, former or retired) have been duly paid into such fund or account as required. (r) There are no non-competition obligations or any other restrictions pursuant to any employment or other agreement between any Seller or any of withholding and/or social security taxes its Affiliates (or other party for the benefit of any Seller or its Affiliates) on the one hand and any similar taxContinuing Employee on the other hand that prevent or restrict such Continuing Employee (as defined in Section 8.04(a)) from performing his or her obligations or responsibilities (as they may exist from time to time as determined by the Purchaser) to or for the Target Companies or the Purchaser or its Affiliates.

Benefit Plans; Employees and Employment Practices. (a) Parent has delivered or made available to Section 5.8(a) of the Company true, Seller Disclosure Schedule sets forth a complete and correct copies list of each (i) each Parent Seller Benefit Plan (or, or other arrangement) which is an “employee pension benefit plan” (as defined in the case Section 3(2) of any unwritten Parent Benefit Plans, descriptions of the material terms thereofERISA), (ii) the most recent annual report. (b) Each Parent Benefit Plan has been established, funded, maintained and administered in all material respects in accordance with its terms and is in compliance with the applicable provisions of ERISA, the Code and all other Applicable Laws. (c) To the Knowledge of Parent, all Parent Pension Plans have been the subject of favorable and up-to-date (through any applicable remedial amendment period) determination letters from the IRS, or a timely application therefor has been filed, to the effect that such Parent Pension Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code; and, to the Knowledge of Parent, no circumstances exist and no events have occurred that could adversely affect the qualification of any Parent Pension Plan or the related trust. (d) With respect to each Parent Pension Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, except as would not reasonably be expected to have a Parent Material Adverse Effect: (i) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived; (ii) on the date of the last actuarial valuation, the fair market value of the assets of such Parent Pension Plan equals or exceeds the actuarial present value of all accrued benefits under such Parent Pension Plan (whether or not vested) based upon the actuarial assumptions set forth in the most recent actuarial report for such Parent Pension Plan; (iii) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred, and the consummation of the transactions contemplated by this Agreement will not result in the occurrence of any such reportable event; (iv) all premiums to the PBGC have been timely paid in full; (v) no liability (other than for premiums to the PBGC) under Title IV of ERISA has been or is expected to be incurred by Parent or any of its Subsidiaries; and (vi) the PBGC has not instituted proceedings to terminate any such Parent Pension Plan. (e) Neither Parent nor any of its Subsidiaries has been required at any time or is required currently to contribute to any Code Section 412, including a “multiemployer plan” (as defined in Section 3(37) or 4001(a)(3) of ERISA), with respect to which the Selling Entities have or would reasonably be expected to have any Liability, including as a result of its or their ERISA Affiliates, (ii) Seller Benefit Plan which provides for broad-based or any other post-employment life or health insurance, benefits or coverage, excluding any Seller Benefit Plan which provides such insurance, benefits or coverage as may be required under COBRA and (iii) material Seller Benefit Plan located outside of the United States (which shall also indicate whether any such Seller Benefit Plan provides for broad-based or any other post-employment life or health insurance, benefits or coverage). (fb) There does True, correct and complete copies of the following documents, with respect to any Seller Benefit Plans (i) sponsored, maintained by or contributed to or required to be contributed to by any Acquired Subsidiaries or (ii) in respect of which any Acquired Subsidiaries has or could have direct or indirect Liability (excluding any Seller Benefit Plan listed in Section 5.8(a) (i) of the Seller Disclosure Schedule), in each case of (i) and (ii), have been made available to Buyer to the extent applicable (A) any plans and related trust documents, and all amendments thereto, (B) the most recent equivalent of an IRS determination letter and annual report, if any, (C) the most recent financial statements and actuarial valuations, and (D) the most recent summary plan descriptions (including summaries of material modifications thereto). (c) Except as would not now exist, nor do any circumstances exist that could reasonably be expected to result inin a Material Adverse Effect, any Controlled Group Liability that would be a material liability of the Surviving Corporation following the Closing. Without limiting the generality of the foregoing, neither the Company nor any of its subsidiaries, nor any of their respective ERISA Affiliates, has engaged in any transaction described in Section 4069 or Section 4204 or 4212 of ERISA. (g) Neither Parent nor its Subsidiaries has any liability for life, health, medical or other welfare benefits for former employees or beneficiaries or dependents thereof under Parent Benefit Plans, other than the Parent Pension Plans and other than as required by Section 4980B of the Code or Part 6 of Title I of ERISA or other Applicable Law. (h) All contributions or premiums owed by Parent or any of its Subsidiaries with respect to Parent Benefit Plans under Applicable Law, contract or otherwise have been made in full and on a timely basis and Parent or its Subsidiaries are not obligated to contribute with respect to any Parent Benefit Plan that involves a retroactive contribution, assessment or funding waiver arrangement. (i) To Parent’s Knowledge, no Parent Pension each Seller Benefit Plan or Parent Welfare Plan or any “fiduciary” or “party-in-interest” (as such has been maintained and administered in accordance with its terms are respectively defined by Sections 3(21) and 3(14) with all applicable provisions of ERISA) thereto has engaged in a transaction prohibited by Section 406 of ERISA or 4975 of , the Code for which a valid exception is not available. and other applicable Laws, (jii) There there are no pending oraudits, to Parent’s Knowledge, threatened, claims, lawsuits, arbitrations inquiries or audits asserted or instituted against any Parent Benefit Plan, any fiduciary (as defined by Section 3(21) of ERISA) thereto, Parent, any of its Subsidiaries or any employee or administrator thereof in connection with the existence, operation or administration of a Parent Benefit Plan, other than routine claims for benefits. (k) Neither Parent nor its Subsidiaries is a party to any labor or collective bargaining agreement. There are no controversies, strikes, work stoppages, slowdowns, lockouts, arbitrations or other material labor disputes proceedings pending or, to the Knowledge of Parentany of the Selling Entities, threatened between Parent by the U.S. Internal Revenue Service (“IRS”) or its Subsidiaries any other Governmental Authority with respect to any Seller Benefit Plan (other than routine claims for benefits in the ordinary course of business), and (iii) all contributions, premiums and payments (including all employer contributions, employee contributions and salary deferral contributions elected by Current Employees and Former Employees) with respect to any representatives Seller Benefit Plans that are due and owing or required to be made pursuant to such plans have been made by the due date thereof (including any valid extension), and all contributions, premiums and payments with respect to all periods ending on or before the Closing Date (including periods from the first day of the current plan year or policy year to the Closing Date) which are not yet due have been, or as of the Closing, will be paid or accrued in the Closing Net Working Capital Amount. (d) To the Knowledge of any of the Selling Entities and except as set forth on Section 5.8(d) of the Seller Disclosure Schedule, (i) the Pension Benefit Guaranty Corporation (“PBGC”) has not initiated any proceeding, or asserted any rights, under Section 4041 or 4042 of ERISA with respect to any Seller Benefit Plan and (ii) the Selling Entities have not received a written inquiry from the PBGC, under its so-called “Early Warning Program” or otherwise, regarding the funded status of any pension plan of the Selling Entities or any of their employeesAffiliates. (le) Parent Except as set forth on Section 5.8(e) of the Seller Disclosure Schedule, none of the Selling Entities nor the Acquired Subsidiaries is a party to, or otherwise bound by or subject to, any collective bargaining or other labor union contracts and, to the Knowledge of any of the Selling Entities, no Current Employees are represented by any labor organization, trade union, works council, employee representative, employee congress or other form of employee association or representative. No labor organization (or representative thereof) or Current Employee or group of Current Employees has made a pending demand for recognition, and its Subsidiaries there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of any of the Selling Entities, threatened in writing to be brought or filed, with the National Labor Relations Board or other labor relations tribunal, or provincial or foreign or other Governmental Authority. To the Knowledge of any of the Selling Entities, there is no organizing activity involving the Selling Entities or any of their Affiliates pending or threatened by any labor organization (or representative thereof) or employee or group of employees to organize Current Employees. There are no material lockouts, or strikes pending, or threatened between the Selling Entities or any of their Affiliates, on the one hand, and their respective Current Employees, on the other hand, and there have been no such material lockouts or strikes for the past three (3) years. (f) As of the date of this Agreement and except as set forth in Section 5.8(f) of the Seller Disclosure Schedule, each of the Selling Entities and their Affiliates is in compliance in all material respects with all Applicable Laws and Orders applicable to such entity or the employees or other persons providing services to or on behalf of such entity, as the case may be, relating to the employment of labor, including all such laws, regulations and orders Laws relating to wages, hours, pay equity, employment equity, conditions of employment, employment standards, human rights, employee privacy, the WARN Act, Title VII of the Civil Rights Act of 1964, Age Discrimination in Employment Act, Americans with Disabilities Act, Equal Pay Act, HIPAA, ERISA, Family and Medical Leave Actcollective bargaining, discrimination, civil rights, safety and health, workers’ compensation compensation, and the collection and payment of withholding Taxes and/or social security taxes Taxes and contributions and any similar taxTax or contribution, except in each case or in the aggregate as would not reasonably be expected to result in a Material Adverse Effect. Except as set forth in Section 5.8(f) of the Seller Disclosure Schedule, there has been no “mass layoff” or “plant closing” (as defined by the WARN Act), or “collective redundancy” or similar process (being a process under any foreign Law under which an employer is required by Law to follow a different process for the termination of more than one (1) employee when compared with the process for the termination of one (1) employee), with respect to the Selling Entities or any of their Affiliates within the six (6) months prior to Closing. (g) Except as required by applicable Laws or as set forth on Section 5.8(g) of the Seller Disclosure Schedule, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby (either alone or together with any other event) will (i) entitle any current or former officers, employees and individual service providers of the Selling Entities or any of the Acquired Subsidiaries to any material payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Seller Benefit Plan, (iii) result in any “disqualified individual” receiving any payment or benefit that would be characterized as an “excess parachute payment” (each such term as defined in Section 280G of the Code), determined without regard to any arrangements implemented by or at the direction of Buyer or any of its Affiliates or (iv) limit or restrict the right of any of the Selling Entities to merge, amend or terminate any Seller Benefit Plan. (h) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole, there are no notices of assessment, provisional assessment, reassessment, supplementary assessment, penalty assessment or increased assessment (collectively, “assessments”) or any other communications related thereto which any Selling Entity has received from any workers’ compensation or workplace safety and insurance board or similar authorities in any jurisdictions where the Business is carried on which are unpaid on the date hereof or which will be unpaid at the Closing Date and to the Knowledge of any of the Selling Entities there are no facts or circumstances which may result in an increase in liability to any Buyer or any Buyer Designee under any applicable workers’ compensation or workplace safety and insurance Law after the Closing Date.

Benefit Plans; Employees and Employment Practices. (a) Parent has delivered or made available to the Company true, complete and correct copies of (i) each Parent Benefit Plan (or, in the case of any unwritten Parent Benefit Plans, descriptions of the material terms thereof), (ii) the most recent annual report. (b) Each Parent Benefit Plan has been established, funded, maintained and administered in all material respects in accordance with its terms and is in compliance with the applicable provisions of ERISA, the Code and all other Applicable Laws. (c) To the Knowledge of Parent, all Parent Pension Plans have been the subject of favorable and up-to-date (through any applicable remedial amendment period) determination letters from the IRS, or a timely application therefor has been filed, to the effect that such Parent Pension Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code; and, to the Knowledge of Parent, no circumstances exist and no events have occurred that could adversely affect the qualification of any Parent Pension Plan or the related trust. (d) With respect to each Parent Pension Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, except as would not reasonably be expected to have a Parent Material Adverse Effect: (i) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived; (ii) on the date of the last actuarial valuation, the fair market value of the assets of such Parent Pension Plan equals or exceeds the actuarial present value of all accrued benefits under such Parent Pension Plan (whether or not vested) based upon the actuarial assumptions set forth in the most recent actuarial report for such Parent Pension Plan; (iii) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred, and the consummation of the transactions contemplated by this Agreement will not result in the occurrence of any such reportable event; (iv) all premiums to the PBGC have been timely paid in full; (v) no liability (other than for premiums to the PBGC) under Title IV of ERISA has been or is expected to be incurred by Parent or any of its Subsidiaries; and (vi) the PBGC has not instituted proceedings to terminate any such Parent Pension Plan. (e) Neither Parent nor any of its Subsidiaries has been required at any time or is required currently to contribute to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA). (f) There does not now exist, nor do any circumstances exist that could reasonably be expected to result in, any Controlled Group Liability that would be a material liability of the Surviving Corporation following the Closing. Without limiting the generality of the foregoing, neither the Company nor any of its subsidiaries, nor any of their respective ERISA Affiliates, has engaged in any transaction described in Section 4069 or Section 4204 or 4212 of ERISA.. 47 (g) Neither Parent nor its Subsidiaries has any liability for life, health, medical or other welfare benefits for former employees or beneficiaries or dependents thereof under Parent Benefit Plans, other than the Parent Pension Plans and other than as required by Section 4980B of the Code or Part 6 of Title I of ERISA or other Applicable Law. (h) All contributions or premiums owed by Parent or any of its Subsidiaries with respect to Parent Benefit Plans under Applicable Law, contract or otherwise have been made in full and on a timely basis and Parent or its Subsidiaries are not obligated to contribute with respect to any Parent Benefit Plan that involves a retroactive contribution, assessment or funding waiver arrangement. (i) To Parent’s Knowledge, no Parent Pension Plan or Parent Welfare Plan or any “fiduciary” or “party-in-interest” (as such terms are respectively defined by Sections 3(21) and 3(14) of ERISA) thereto has engaged in a transaction prohibited by Section 406 of ERISA or 4975 of the Code for which a valid exception is not available. (j) There are no pending or, to Parent’s Knowledge, threatened, claims, lawsuits, arbitrations or audits asserted or instituted against any Parent Benefit Plan, any fiduciary (as defined by Section 3(21) of ERISA) thereto, Parent, any of its Subsidiaries or any employee or administrator thereof in connection with the existence, operation or administration of a Parent Benefit Plan, other than routine claims for benefits. (k) Neither Parent nor its Subsidiaries is a party to any labor or collective bargaining agreement. There are no controversies, strikes, work stoppages, slowdowns, lockouts, arbitrations or other material labor disputes pending or, to the Knowledge of Parent, threatened between Parent or its Subsidiaries and any representatives of any of their employees. (l) Parent and its Subsidiaries are in compliance in all material respects with all Applicable Laws and Orders applicable to such entity or the employees or other persons providing services to or on behalf of such entity, as the case may be, relating to the employment of labor, including all such laws, regulations and orders relating to wages, hours, employment standards, the WARN Act, Title VII of the Civil Rights Act of 1964, Age Discrimination in Employment Act, Americans with Disabilities Act, Equal Pay Act, HIPAA, ERISA, Family and Medical Leave Act, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax.

Benefit Plans; Employees and Employment Practices. (a) Parent Item 3.12(a) of the Company Letter contains a list of (i) each "employee pension benefit plan" (as defined in Section 3(2) ERISA) maintained, sponsored or contributed to by the Company or any of its U.S. or foreign Subsidiaries for the benefit of current or former employees, officers or directors of the Company and any such Subsidiaries and (ii) each "employee welfare pension benefit plan" (as defined in Section 3(1) of ERISA) maintained, sponsored or contributed to by the Company or any of its U.S. or foreign Subsidiaries for the benefit of current or former employees, officers or directors of the Company and any such Subsidiaries. The Company has delivered or made available to the Company Newco true, complete and correct copies of (i) each Parent Benefit Plan together with all amendments (or, in the case of any unwritten Parent Benefit Plans, descriptions of the material terms thereof), (ii) the most recent annual reportreport on Form 5500 (and related schedules and financial statements or opinions required in connection therewith) filed with the IRS with respect to each Benefit Plan (if any such report was required), (iii) the most recent actuarial report with respect to each Benefit Plan, as applicable, (iv) the most recent summary plan description or other summary (and a summary of material modifications, if applicable) for each Benefit Plan (if such summary is required or available), (v) each trust agreement and group annuity contract relating to any Benefit Plan, and (vi) copies of any notices, letters or other correspondence from the IRS or the Department of Labor relating to a Benefit Plan. (b) Each Parent Except as disclosed in the Company SEC Documents or Item 3.12(b) of the Company Letter, since the date of the most recent audited financial statements included in the Company SEC Documents, there has not been any adoption or amendment in any material respect (including any increase or improvements in benefits or coverage), whether or not in writing, by the Company or any of its Subsidiaries of any collective bargaining agreement or any Benefit Plan providing benefits to any current or former employee, officer, director, consultant or independent contractor of the Company or any of its Subsidiaries. Except as disclosed in Item 3.12(b) of the Company Letter or in the Company SEC Documents, there exist no employment, consulting, severance, termination or indemnification agreements between the Company or any of its Subsidiaries and any current or former employee, officer, director, consultant or independent contractor of the Company or any of its Subsidiaries. (c) Except as disclosed in Item 3.12(c) of the Company Letter, all Pension Plans which are intended to be tax-qualified are so tax-qualified and have received determination letters in respect of such Pension Plans from 10 (d) Except as disclosed in Item 3.12(d) of the Company Letter, each Benefit Plan has been established, funded, maintained and administered in all material respects in accordance conformity with its terms and is the applicable requirements of ERISA and the Code and other applicable laws and all contributions required to be made have been made in compliance accordance with the applicable provisions of each such Benefit Plan and with ERISA, the Code Code, applicable collective bargaining agreements and all other Applicable Lawsapplicable laws. (ce) To None of the Knowledge Company or any of Parent, all Parent Pension Plans have been the subject of favorable and up-to-date (through any applicable remedial amendment period) determination letters from the IRSits Subsidiaries, or any other person or entity that, together with the Company, is treated as a timely application therefor has been filed, to the effect that such Parent Pension Plans are qualified and exempt from federal income taxes single employer under Section 401(a414 of the Code or Section 4001 (b)(1) and 501(aof ERISA (an "ERISA Affiliate"), respectivelycurrently maintains or has, of since becoming affiliated with the Code; andCompany, to the Knowledge of Parent, no circumstances exist and no events have occurred that could adversely affect the qualification of maintained any Parent Pension Plan or the related trust. (d) With respect to each Parent Pension Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the CodeERISA, except as would not reasonably be expected to have a Parent Material Adverse Effect: including any "multiemployer plan" (i) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code 3(37) or Section 302 of ERISA, whether or not waived; (ii) on the date of the last actuarial valuation, the fair market value of the assets of such Parent Pension Plan equals or exceeds the actuarial present value of all accrued benefits under such Parent Pension Plan (whether or not vested) based upon the actuarial assumptions set forth in the most recent actuarial report for such Parent Pension Plan; (iii) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred, and the consummation of the transactions contemplated by this Agreement will not result in the occurrence of any such reportable event; (iv) all premiums to the PBGC have been timely paid in full; (v) no liability (other than for premiums to the PBGC) under Title IV of ERISA has been or is expected to be incurred by Parent or any of its Subsidiaries; and (vi) the PBGC has not instituted proceedings to terminate any such Parent Pension Plan. (e) Neither Parent nor any of its Subsidiaries has been required at any time or is required currently to contribute to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA). , or has incurred any liability under Title IV of ERISA or to the Pension Benefit Guaranty Corporation (fother than contributions and premiums in the ordinary course) There does that has not now existbeen fully paid as of the date hereof which would be reasonably expected to have a Material Adverse Effect on the Company and, nor do to the knowledge of the Company, no ERISA Affiliate has, prior to becoming affiliated with the Company, maintained any circumstances exist such Pension Plan or incurred any such liability. To the Company's knowledge, none of the Company, any of its Subsidiaries, any officer of the Company or any of its Subsidiaries or any of the Benefit Plans which are subject to ERISA, including the Pension Plans, any trusts created thereunder or, to the knowledge of the Company, any trustee or administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any breach of fiduciary responsibility that could reasonably be expected to result in, any Controlled Group Liability that would be a material liability of subject the Surviving Corporation following the Closing. Without limiting the generality of the foregoing, neither the Company nor any of its subsidiaries, nor any of their respective ERISA Affiliates, has engaged in any transaction described in Section 4069 or Section 4204 or 4212 of ERISA. (g) Neither Parent nor its Subsidiaries has any liability for life, health, medical or other welfare benefits for former employees or beneficiaries or dependents thereof under Parent Benefit Plans, other than the Parent Pension Plans and other than as required by Section 4980B of the Code or Part 6 of Title I of ERISA or other Applicable Law. (h) All contributions or premiums owed by Parent or any of its Subsidiaries with respect to Parent Benefit Plans under Applicable Law, contract or otherwise have been made in full and on a timely basis and Parent or its Subsidiaries are not obligated to contribute with respect to any Parent Benefit Plan that involves a retroactive contribution, assessment or funding waiver arrangement. (i) To Parent’s Knowledge, no Parent Pension Plan or Parent Welfare Plan or any “fiduciary” or “party-in-interest” (as such terms are respectively defined by Sections 3(21) and 3(14) of ERISA) thereto has engaged in a transaction prohibited by Section 406 of ERISA or 4975 of the Code for which a valid exception is not available. (j) There are no pending or, to Parent’s Knowledge, threatened, claims, lawsuits, arbitrations or audits asserted or instituted against any Parent Benefit Plan, any fiduciary (as defined by Section 3(21) of ERISA) thereto, ParentCompany, any of its Subsidiaries or any employee officer of the Company or administrator thereof in connection any of its Subsidiaries to any material tax on prohibited transactions imposed by Section 4975 of the Code or to any material liability under Section 502(i) or (1) of ERISA, where the liability that would be reasonably expected to occur would have a Material Adverse Effect on the Company. With respect to any multiemployer plan within the meaning of Section 3(37) or 4001(a)(3) of ERISA to which the Company has ever contributed or been obligated to contribute or to which an ERISA Affiliate has, since becoming affiliated with the existenceCompany, operation contributed or administration been obligated to contribute, no event has occurred that could give rise to a liability on the part of the Company or any Subsidiary under Part 1 of Subtitle E of Title IV of ERISA and, to the Company's knowledge, with respect to any such plan to which an ERISA Affiliate has, prior to becoming affiliated with the Company, contributed or been obligated to contribute, no event has occurred that could give rise to such a Parent liability. (f) There is no pending dispute, arbitration, claim, suit or grievance involving a Benefit Plan, Plan (other than routine claims for benefitsbenefits payable under any such Benefit Plan), and to the knowledge of the Company, there is no basis for any such claim, that would reasonably be expected to have a Material Adverse Effect on the Company. (kg) Neither Parent nor its Subsidiaries is a party to any labor or collective bargaining agreement. There Except as disclosed in Item 3.12(g) of the Company Letter, there are no controversies, strikes, work stoppages, slowdowns, lockouts, arbitrations stoppages or other material labor disputes pending or, to between the Knowledge Company or any of Parent, threatened between Parent or its Subsidiaries and any representatives current or former employees, and, to the Company's knowledge, no organizational effort by any labor union or other collective bargaining unit currently is under way with respect to any employee, which would reasonably be expected to have a Material Adverse Effect on the Company. A true, complete and correct copy of any of their employees. (l) Parent applicable collective bargaining agreement has been made available to Newco, and the Company and its Subsidiaries are in compliance in all material respects with all Applicable Laws the terms thereof. (h) Except as disclosed in Item 3.12(h) of the Company Letter, and Orders applicable other than as required under Section 601 et seq. of ERISA, no Benefit Plan that is a welfare plan provides benefits or coverage following retirement or other termination of employment. Nothing has occurred with respect to any Benefit Plan described in Section 4980B of the Code that could subject the Company or any Subsidiary to a material tax under Section 4980B of the Code. Neither the Company nor its Subsidiaries maintains or contributes to a welfare 11 (i) Except as disclosed in Item 3.12(i) of the Company Letter, no provision of any Benefit Plan, other than any such entity plan that is a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA, would result in any limitation on the ability of the Company, any Subsidiary or the employees Investors to amend or other persons providing services to or on behalf of such entity, as terminate the case may be, relating to the employment of labor, including all such laws, regulations and orders relating to wages, hours, employment standards, the WARN Act, Title VII of the Civil Rights Act of 1964, Age Discrimination in Employment Act, Americans with Disabilities Act, Equal Pay Act, HIPAA, ERISA, Family and Medical Leave Act, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar taxplan.