Common use of Benefit Plans; Employees Clause in Contracts

Benefit Plans; Employees. (a) Section 3.13(a) of the Company Disclosure Schedule sets forth a true and complete list of each material “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and each other material compensation, bonus, pension, profit sharing, deferred compensation, unit ownership, unit purchase, unit option, phantom unit, retirement, employment, change-in-control, welfare, fringe benefit, collective bargaining, severance, disability, death benefit, hospitalization and medical plan, program, policy, agreement and arrangement maintained or contributed to (or required to be contributed to) for the benefit of any Company Employee as of the date hereof and with respect to which the Company or Xxxxx XX would reasonably be expected to have direct or contingent liability, other than (i) any collective bargaining agreement or any multiemployer plan (as defined in section 3(37) of ERISA) or (ii) any plan, program, policy, agreement and arrangement required by Applicable Law (the “Company Benefit Plans”). The Company has delivered to Purchaser copies of each Company Benefit Plan and any amendments thereto. Each Company Benefit Plan which is intended to comply with Section 401(a) of the Code and each trust related thereto is qualified and exempt within the meaning of Sections 401 and 501 of the Code, respectively, and a determination, opinion or advisory letter has been received or applied for from the Internal Revenue Service with respect to each such Company Benefit Plan stating that such Company Benefit Plan and its related trust are qualified and exempt within the meaning of Sections 401 and 501 of the Code, respectively, and the Company has delivered to Purchaser a copy of each such determination, opinion or advisory letter.

Benefit Plans; Employees. (a) Section 3.13(a4.13(a) of the Company Disclosure Schedule Letter sets forth forth, as of the date of this Agreement, a true and complete list of each material “employee benefit plan” Benefit Plan (as defined in Section 3(3i) of the Employee Retirement Income Security Act of 1974maintained, as amended (“ERISA”)) and each other material compensationsponsored, bonuscontributed to, pension, profit sharing, deferred compensation, unit ownership, unit purchase, unit option, phantom unit, retirement, employment, change-in-control, welfare, fringe benefit, collective bargaining, severance, disability, death benefit, hospitalization and medical plan, program, policy, agreement and arrangement maintained or contributed to (or required to be contributed to) , or participated in by Company or any of the Company Subsidiaries or with respect to which Company or any of the Company Subsidiaries is a party for the benefit of or relating to any current or former director, employee, or other individual service provider of Company Employee as of the date hereof and Company Subsidiaries or (ii) with respect to which Company or any of the Company Subsidiaries has or Xxxxx XX would reasonably be expected to may have direct any material obligation or liability (contingent liability, other than or otherwise and including as a result of being an ERISA Affiliate with any person) (i) any collective bargaining agreement or any multiemployer plan (as defined in section 3(37) of ERISA) or (ii) any plan, program, policy, agreement and arrangement required by Applicable Law (the “Company Benefit Plans”), excluding former agreements under which neither Company nor any Company Subsidiary has any remaining obligations and any of the foregoing that are required to be maintained by Company or any Company Subsidiary under the Laws of any jurisdiction. The Company has delivered provided or made available to Purchaser Parent, in each case, to the extent applicable and as of the date of this Agreement: (i) accurate and complete copies of all documents setting forth the terms of each material Company Benefit Plan including all amendments thereto; (ii) the most recent summary plan description, together with summaries of the material modifications thereto, if any, required under ERISA with respect to each material Company Benefit Plan; (iii) all trust agreements, insurance contracts and funding agreements, including all amendments thereto; (iv) all discrimination and compliance tests performed under the Code for the most recent plan year; (v) the most recent IRS determination or opinion letter issued with respect to each Company Benefit Plan and any amendments thereto. Each Company Benefit Plan which is intended to comply with be qualified under Section 401(a) of the Code Code; and each trust related thereto is qualified (vi) all material, non-routine and exempt within the meaning of Sections 401 and 501 of the Codewritten filings, respectivelynotices, and a determination, opinion correspondence or advisory letter has been received or applied for from the Internal Revenue Service with respect other communications relating to each such any Company Benefit Plan stating that such Company was submitted to or received from the IRS, the Pension Benefit Plan and its related trust are qualified and exempt within Guaranty Corporation, the meaning Department of Sections 401 and 501 of Labor, the CodeSEC, respectively, and or any other Governmental Authority in the Company has delivered to Purchaser a copy of each such determination, opinion or advisory letterpast three years.

Benefit Plans; Employees. (a) Section 3.13(a4.13(a) of the Company Disclosure Schedule Letter sets forth forth, as of the date of this Agreement, a true and complete list of each material “employee benefit plan” Benefit Plan (as defined in Section 3(3i) of the Employee Retirement Income Security Act of 1974maintained, as amended (“ERISA”)) and each other material compensationsponsored, bonuscontributed to, pension, profit sharing, deferred compensation, unit ownership, unit purchase, unit option, phantom unit, retirement, employment, change-in-control, welfare, fringe benefit, collective bargaining, severance, disability, death benefit, hospitalization and medical plan, program, policy, agreement and arrangement maintained or contributed to (or required to be contributed to) for , or participated in by the benefit of Company or any Company Employee as of the date hereof and Company Subsidiaries or with respect to which the Company or Xxxxx XX would reasonably be expected any of the Company Subsidiaries is a party for the benefit of or relating to have direct any current or contingent liabilityformer trustee, employee, or other than (i) any collective bargaining agreement or any multiemployer plan (as defined in section 3(37) individual service provider of ERISA) the Company and the Company Subsidiaries or (ii) with respect to which Company or any planof the Company Subsidiaries has or may have any material obligation or liability (contingent or otherwise and including as a result of being an ERISA Affiliate with any person) (each, programwithout regard to materiality, policy, agreement and arrangement required by Applicable Law (the a “Company Benefit PlansPlan”), excluding former agreements under which neither the Company nor any Company Subsidiary has any remaining obligations and any of the foregoing that are required to be maintained by the Company or any Company Subsidiary under the Laws of any jurisdiction. The Company has delivered provided or made available to Purchaser Parent, in each case, to the extent applicable and as of the date of this Agreement: (i) accurate and complete copies of all documents setting forth the terms of each material Company Benefit Plan including all amendments thereto (or, in the case of an unwritten Company Benefit Plan, a written summary of the terms thereof); (ii) the most recent summary plan description, together with summaries of the material modifications thereto, if any, required thereunder; (iii) all trust agreements, insurance contracts and funding agreements; (iv) the most recent annual report (Form 5500 series including, where applicable, all schedules and actuarial and accountants’ reports) filed with the Department of Labor and the most recent actuarial report or other financial statement relating to such Company Benefit Plan; (v) the most recent IRS determination or opinion letter (if applicable) issued with respect to each Company Benefit Plan and any amendments thereto. Each Company Benefit Plan which is intended to comply with be qualified under Section 401(a) of the Code Code; and each trust related thereto is qualified (vi) all material, non-routine and exempt within written filings, notices, correspondence or other communications relating to any Company Benefit Plan that were submitted to or received from the meaning of Sections 401 and 501 IRS, any office or representative of the Code, respectively, and a determination, opinion Department of Labor or advisory letter has been received any other Governmental Authority in the past three years or applied for from the Internal Revenue Service with relating to any unresolved compliance issues in respect to each of such Company Benefit Plan stating that such Company Benefit Plan and its related trust are qualified and exempt within the meaning of Sections 401 and 501 of the Code, respectively, and the Company has delivered to Purchaser a copy of each such determination, opinion or advisory letterPlan.

Benefit Plans; Employees. (a) Section 3.13(a3.11(a) of the Company Disclosure Schedule Letter sets forth a true and complete list of each material “employee benefit plan” (as defined in Section within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended 1974 (“ERISA”)) and each other material compensation“multiemployer plan” (within the meaning of ERISA section 3(37)), bonus, pension, profit sharing, deferred compensation, unit ownership, unit all stock purchase, unit stock option, phantom unitseverance, retirementretention, employment, change-in-control, welfare, fringe benefit, collective bargainingbonus, severanceincentive, disabilitydeferred compensation and all other employee benefit plans, death benefitagreements, hospitalization and medical planprograms, programpolicies or other arrangements, policy, agreement and arrangement maintained whether or contributed not subject to ERISA (including any funding mechanism therefor) that provides benefits to any employee or required to be contributed to) for the benefit of any Company Employee as former employee of the date hereof and Company or its Subsidiaries or otherwise with respect to which the Company or Xxxxx XX would reasonably its Subsidiaries has any present or future liability. All such plans, agreements, programs, policies and arrangements shall be expected collectively referred to have direct as the “Company Plans.” With respect to each Company Plan, the Company has furnished or contingent liabilitymade available to Parent a current, other than accurate and complete copy thereof and, to the extent applicable: (i) any collective bargaining related trust agreement or any multiemployer plan (as defined in section 3(37) of ERISA) or other funding instrument; (ii) any plan, program, policy, agreement and arrangement required by Applicable Law (the “Company Benefit Plans”). The Company has delivered to Purchaser copies most recent determination letter of each Company Benefit Plan and any amendments thereto. Each Company Benefit Plan which is intended to comply with Section 401(a) of the Code and each trust related thereto is qualified and exempt within the meaning of Sections 401 and 501 of the Code, respectively, and a determination, opinion or advisory letter has been received or applied for from the Internal Revenue Service with respect to each (the “IRS”), if applicable; (iii) any summary plan description; (iv) if applicable, for the most recent year (A) the Form 5500 and attached schedules for the three most recent plan years, (B) audited financial statements of such Company Benefit Plan stating that such Company Benefit Plan and its related trust are qualified and exempt within the meaning of Sections 401 and 501 of the Code, respectivelyPlan, and (C) actuarial valuation reports; (v) all plan documents and amendments and any written policies and/or procedures used in plan administration; (vi) any summaries of material modifications; (vii) administrative service agreements, HIPAA business associate agreements; and (viii) in the Company has delivered case of a Plan that is a “group health plan” as defined in Code Section 5000(b)(1), general notification to Purchaser employees of their rights under Code Section 4980B, form of letter(s) distributed upon the occurrence of a copy qualifying event described in Code Section 4980B, HIPAA policies and procedures, HIPAA notice of each such determination, opinion or advisory letterprivacy practices.

Benefit Plans; Employees. (a) Section 3.13(a) of the Company Disclosure Schedule sets forth a true and complete list of each material Each “employee pension benefit plan” (as defined in Section 3(33(2) of the Employee Retirement Income Security Act ERISA), each “employee welfare benefit plan” (as defined in Section 3(1) of 1974ERISA), as amended (“ERISA”)) and each other material plan, arrangement or policy (written or oral) relating to stock options, stock purchases, deferred compensation, bonus, pension, profit sharing, deferred compensation, unit ownership, unit purchase, unit option, phantom unit, retirement, employment, change-in-control, welfareseverance, fringe benefitbenefits or other employee benefits, collective bargaining, severance, disability, death benefit, hospitalization and medical plan, program, policy, agreement and arrangement in each case maintained or contributed to (to, or required to be maintained or contributed to) , by any MLIM Company for the benefit of any Company MLIM Employee as of the date hereof and with respect to which the Company or Xxxxx XX would reasonably be expected to have direct or contingent liabilityFormer MLIM Employee, other than any “multiemployer plan” (i) any collective bargaining agreement or any multiemployer plan (as defined in section within the meaning of Section 3(37) of ERISA) or any plans, arrangements or policies mandated by Applicable Law is herein referred to as a “MLIM Parent Benefit Plan.” Each MLIM Parent Benefit Plan or portion thereof (i) sponsored by a MLIM Transferred Entity or one of its Subsidiaries, after giving effect to the MLIM Restructuring, (ii) that BlackRock or any plan, program, policy, agreement and arrangement of its Affiliates has explicitly agreed to assume pursuant to this Agreement or (iii) that BlackRock or any of its Affiliates is required by to assume under Applicable Law (is referred to herein as an “Assumed Benefit Plan.” Each individual employment, collective bargaining, consulting, severance and change-in-control Contract under which any MLIM Transferred Entity or any Controlled Affiliate thereof has any present or future liability is herein referred to as a “MLIM Employment Agreement.” Schedule 3.21(a) contains a true and complete list, as of the “Company Benefit Plans”). The Company has delivered to Purchaser copies date of this Agreement, of each Company Assumed Benefit Plan, each other material MLIM Parent Benefit Plan and any amendments theretoeach material MLIM Employment Agreement. Each Company MLIM Parent has delivered or made available to BlackRock true, correct and complete copies of (A) each Assumed Benefit Plan, (B) each MLIM Parent Benefit Plan which that is intended subject to comply with Section 401(a) Title IV of the Code and each trust related thereto is qualified and exempt within the meaning of Sections 401 and 501 ERISA or section 412 of the Code, respectively(C) each other material MLIM Parent Benefit Plan, (D) the two (2) most recent annual reports on Form 5500 (including all schedules and a determination, opinion or advisory letter has been received or applied for from attachments thereto) filed with the Internal Revenue Service with respect to each such Company Assumed Benefit Plan stating that (if any such Company report was required by Applicable Law), (E) the most recent summary plan description (or similar document) for each Assumed Benefit Plan and its related trust are qualified each other material MLIM Parent Benefit Plan for which a summary plan description (or similar document) is required by Applicable Law and exempt within the meaning (F) each MLIM Employment Agreement. No MLIM Com- Table of Sections 401 and 501 of the Code, respectively, and the Company Contents pany has delivered any commitment to Purchaser a copy of each such determination, opinion establish any new Assumed Benefit Plan or advisory letterto materially modify any Assumed Benefit Plan.

Benefit Plans; Employees. (a) Section 3.13(a) of the Company Disclosure Schedule sets forth a true and complete list of each material Each “employee pension benefit plan” (as defined in Section 3(33(2) of the Employee Retirement Income Security Act ERISA), each “employee welfare benefit plan” (as defined in Section 3(1) of 1974ERISA), as amended (“ERISA”)) and each other material plan, arrangement or policy (written or oral) relating to stock options, stock purchases, deferred compensation, bonus, pension, profit sharing, deferred compensation, unit ownership, unit purchase, unit option, phantom unit, retirement, employment, change-in-control, welfareseverance, fringe benefitbenefits or other employee benefits, collective bargaining, severance, disability, death benefit, hospitalization and medical plan, program, policy, agreement and arrangement in each case maintained or contributed to (to, or required to be maintained or contributed to) , by any MLIM Company for the benefit of any Company MLIM Employee as of the date hereof and with respect to which the Company or Xxxxx XX would reasonably be expected to have direct or contingent liabilityFormer MLIM Employee, other than any “multiemployer plan” (i) any collective bargaining agreement or any multiemployer plan (as defined in section within the meaning of Section 3(37) of ERISA) or any plans, arrangements or policies mandated by Applicable Law is herein referred to as a “MLIM Parent Benefit Plan.” Each MLIM Parent Benefit Plan or portion thereof (i) sponsored by a MLIM Transferred Entity or one of its Subsidiaries, after giving effect to the MLIM Restructuring, (ii) that BlackRock or any plan, program, policy, agreement and arrangement of its Affiliates has explicitly agreed to assume pursuant to this Agreement or (iii) that BlackRock or any of its Affiliates is required by to assume under Applicable Law (is referred to herein as an “Assumed Benefit Plan.” Each individual employment, collective bargaining, consulting, severance and change-in-control Contract under which any MLIM Transferred Entity or any Controlled Affiliate thereof has any present or future liability is herein referred to as a “MLIM Employment Agreement.” Schedule 3.21(a) contains a true and complete list, as of the “Company Benefit Plans”). The Company has delivered to Purchaser copies date of this Agreement, of each Company Assumed Benefit Plan, each other material MLIM Parent Benefit Plan and any amendments theretoeach material MLIM Employment Agreement. Each Company MLIM Parent has delivered or made available to BlackRock true, correct and complete copies of (A) each Assumed Benefit Plan, (B) each MLIM Parent Benefit Plan which that is intended subject to comply with Section 401(a) Title IV of the Code and each trust related thereto is qualified and exempt within the meaning of Sections 401 and 501 ERISA or section 412 of the Code, respectively(C) each other material MLIM Parent Benefit Plan, (D) the two (2) most recent annual reports on Form 5500 (including all schedules and a determination, opinion or advisory letter has been received or applied for from attachments thereto) filed with the Internal Revenue Service with respect to each such Company Assumed Benefit Plan stating that (if any such Company report was required by Applicable Law), (E) the most recent summary plan description (or similar document) for each Assumed Benefit Plan and its related trust are qualified each other material MLIM Parent Benefit Plan for which a summary plan description (or similar document) is required by Applicable Law and exempt within the meaning of Sections 401 and 501 of the Code, respectively, and the Company (F) each MLIM Employment Agreement. No MLIM Com- pany has delivered any commitment to Purchaser a copy of each such determination, opinion establish any new Assumed Benefit Plan or advisory letterto materially modify any Assumed Benefit Plan.

Benefit Plans; Employees. (a) Section 3.13(a) of the Company Disclosure Schedule sets forth a true and complete list of each material Each “employee pension benefit plan” (as defined in Section 3(33(2) of the Employee Retirement Income Security Act ERISA), each “employee welfare benefit plan” (as defined in Section 3(1) of 1974ERISA), as amended (“ERISA”)) and each other material plan, arrangement or policy (written or oral) relating to stock options, stock purchases, deferred compensation, bonus, pension, profit sharing, deferred compensation, unit ownership, unit purchase, unit option, phantom unit, retirement, employment, change-in-control, welfareseverance, fringe benefitbenefits or other employee benefits, collective bargaining, severance, disability, death benefit, hospitalization and medical plan, program, policy, agreement and arrangement in each case maintained or contributed to (to, or required to be maintained or contributed to) , by any MLIM Company for the benefit of any Company MLIM Employee as of the date hereof and with respect to which the Company or Xxxxx XX would reasonably be expected to have direct or contingent liabilityFormer MLIM Employee, other than any “multiemployer plan” (i) any collective bargaining agreement or any multiemployer plan (as defined in section within the meaning of Section 3(37) of ERISA) or any plans, arrangements or policies mandated by Applicable Law is herein referred to as a “MLIM Parent Benefit Plan.” Each MLIM Parent Benefit Plan or portion thereof (i) sponsored by a MLIM Transferred Entity or one of its Subsidiaries, after giving effect to the MLIM Restructuring, (ii) that BlackRock or any plan, program, policy, agreement and arrangement of its Affiliates has explicitly agreed to assume pursuant to this Agreement or (iii) that BlackRock or any of its Affiliates is required by to assume under Applicable Law (is referred to herein as an “Assumed Benefit Plan.” Each individual employment, collective bargaining, consulting, severance and change-in-control Contract under which any MLIM Transferred Entity or any Controlled Affiliate thereof has any present or future liability is herein referred to as a “MLIM Employment Agreement.” Schedule 3.21(a) contains a true and complete list, as of the “Company Benefit Plans”). The Company has delivered to Purchaser copies date of this Agreement, of each Company Assumed Benefit Plan, each other material MLIM Parent Benefit Plan and any amendments theretoeach material MLIM Employment Agreement. Each Company MLIM Parent has delivered or made available to BlackRock true, correct and complete copies of (A) each Assumed Benefit Plan, (B) each MLIM Parent Benefit Plan which that is intended subject to comply with Section 401(a) Title IV of the Code and each trust related thereto is qualified and exempt within the meaning of Sections 401 and 501 ERISA or section 412 of the Code, respectively(C) each other material MLIM Parent Benefit Plan, (D) the two (2) most recent annual reports on Form 5500 (including all schedules and a determination, opinion or advisory letter has been received or applied for from attachments thereto) filed with the Internal Revenue Service with respect to each such Company Assumed Benefit Plan stating that (if any such Company report was required by Applicable Law), (E) the most recent summary plan description (or similar document) for each Assumed Benefit Plan and its related trust are qualified each other material MLIM Parent Benefit Plan for which a summary plan description (or similar document) is required by Applicable Law and exempt within the meaning (F) each MLIM Employment Agreement. No MLIM Com- Table of Sections 401 and 501 of the Code, respectively, and the Company has delivered to Purchaser a copy of each such determination, opinion or advisory letter.Contents

Benefit Plans; Employees. (a) Section 3.13(aSchedule 4.19(a) of the Company Disclosure Schedule sets forth a true and complete list of lists each material Plan and indicates each such Plan that is a Non-U.S. Plan. For purposes of this Agreement, “Plan” means each “employee benefit plan” (as defined in within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974ERISA, as amended (“whether or not subject to ERISA”)) , and each other material compensation, bonus, pension, profit sharing, deferred compensation, unit ownershipincentive compensation, unit stock purchase, unit stock option, stock appreciation right, phantom unitequity or other equity-based incentive, retirementseverance, termination, change in control, retention, employment, change-in-controlconsulting, welfarehospitalization or other medical, fringe benefitdental, collective bargainingvision, severancelife or insurance, disability, death benefitpaid vacation, hospitalization paid sick time or other paid time off, fringe benefit or other welfare, supplemental unemployment benefits, profit-sharing, pension, retirement plan, defined benefit pension, retiree medical or welfare program, agreement or arrangement, and medical each other compensation or benefit plan, program, policyagreement or arrangement, agreement and arrangement sponsored, maintained or contributed to (or required to be maintained or contributed toto by either a Company Group Entity or by any trade or business, whether or not incorporated, that together with any Company Group Entity would be deemed a “single employer” under Section 414 of the Code (an “ERISA Affiliate”) for the benefit of any current or former member, director or other individual service provider of either a Company Employee as Group Entity or any ERISA Affiliate, or any of the date hereof and their respective dependents or beneficiaries, or with respect to which the any a Company Group Entity has or Xxxxx XX would reasonably be expected to could have direct any material liability (including joint, several or contingent liability), other than (i) in each case, whether written or unwritten, qualified or nonqualified, funded or unfunded but excluding any collective bargaining agreement statutory or any multiemployer plan (as defined in section 3(37) of ERISA) or (ii) any plan, program, policy, agreement and arrangement required by Applicable Law government mandated plans (the “Company Benefit Plans”). The Company has delivered to Purchaser copies of each Company Benefit Plan and any amendments thereto. Each Company Benefit Plan which is intended to comply with Section 401(a) of the Code and each trust related thereto is qualified and exempt within the meaning of Sections 401 and 501 of the Code, respectively, and a determination, opinion or advisory letter has been received or applied for from the Internal Revenue Service with With respect to each Plan listed on Schedule 4.19(a), the Companies have provided to Acquiror complete copies of, to the extent applicable (i) the Plan document, adoption agreement, and all amendments thereto (or if no written plan exists, a written summary of the material terms of such Company Benefit Plan stating that Plan), (ii) the summary plan description and summary of any material modifications; (iii) the most recent determination or opinion letter issued by the IRS; (iv) the most recent annual report filed with any Governmental Authority (e.g., Form 5500 and all schedules thereto); (v) non-discrimination testing results for the most recent three (3) plan years; (vi) all trust agreements, insurance contracts and other funding agreements (including group annuity contracts, insurance policies, administrative services contracts and investment management agreements) related to such Company Benefit Plan and its related trust are qualified the most recent actuarial valuation or financial statements; and exempt (vii) all material correspondence, and all non-routine filings made, with any Governmental Authority within the meaning of Sections 401 and 501 of three (3) years preceding the Code, respectively, and the Company has delivered to Purchaser a copy of each such determination, opinion or advisory letterdate hereof.