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. (b) Each Company Benefit Plan (i) complies with all applicable requirements of ERISA and the Code, and is operated in material compliance with its terms; (ii) is and has been operated in such a manner as to qualify, where appropriate, for both federal and state purposes, for income tax exclusions to its participants, tax exempt income for its funding vehicle, and the allowance of deductions with respect to contributions thereto; (iii) that is intended to be qualified under Section 401(a) of the Code has received a determination from the Internal Revenue Service that such Company Benefit Plan is so qualified, and to the Knowledge of the Selling Parties, nothing has occurred since the date of such determination that would cause such determination letter to become unreliable; and (iv) has no liabilities with respect to ERISA or the Code, nor do any circumstances exist that would reasonably be expected to result in, any such liabilities (excluding any liabilities with respect to the termination of any Company Benefit Plan after the Closing). (c) The consummation of the transactions contemplated by this Agreement will not (i) entitle any Company Employee to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement, or (ii) accelerate the time of payment or vesting, or materially increase the amount of compensation due any Company Employee. (d) With respect to the Company Benefit Plans, the reporting and disclosure requirements of ERISA and the Code, as applicable, and the group health plan continuation coverage requirements of Section 4980B of the Code and Part 6 of Title I of ERISA, have been fulfilled, and Company has delivered to Purchaser copies of all filings with the Internal Revenue Service and the Department of Labor or other applicable Governmental Entity for each Company Benefit Plan’s most recent three plan years. No Company Benefit Plan is, or within the past six (6) years has been, subject to Section 412 of the Code or Part 3 of Title I of ERISA. (e) Except as set forth on Section 3.13 of the Company Disclosure Schedule, none of the Company, Xxxxx XX, the Company Benefit Plans, any of the trusts created thereunder, nor, to the Knowledge of the Selling Parties, any trustee, administrator or other fiduciary thereof, has engaged in a “prohibited transaction” as such term is defined in Section 4975 of the Code or Section 406 of ERISA nor owes any taxes, fees, or penalties or is required to file any informational or penalty reports with any Governmental Entity with regard to any “prohibited transaction”. None of the Company, Xxxxx XX, nor, to the Knowledge of the Selling Parties, any other fiduciary (within the meaning of Section 3(21) of ERISA) of any Company Benefit Plan or its attendant trust has breached its fiduciary duties under Title I of ERISA. (f) Neither the Company nor Xxxxx XX or any other trade or business (whether or not incorporated) which is under “common control” (as such term is defined in Section 4001(a)(14)(B) of ERISA with the Company or Xxxxx XX has within the past six (6) years (i) terminated a Company Benefit Plan subject to Title IV of ERISA or (ii) participated in or contributed to any “multiemployer plan,” as such term is defined in Section 3(37) of ERISA, and neither the Company nor Xxxxx XX nor other trade or business under “common control” has effected either a “complete withdrawal” or a “partial withdrawal,” as those terms are defined in Sections 4203 and 4205, respectively, of ERISA, from any such multiemployer plan. (g) Neither the Company nor Xxxxx XX is, or within the within the past six (6) years has been, obligated to provide health, life, or any other benefits to any employees after their employment is terminated (other than as required by part 6 of Subtitle B of Title I of ERISA). (h) Each Company Benefit Plan may be amended, terminated, modified or otherwise revised following the Closing. (i) All contributions and premium payments (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code to each Company Benefit Plan, and all contributions and premium payments for any period ending on or prior to the Closing Date that are not yet due have been made to each Company Benefit Plan, or accrued in accordance with past custom and practice. (j) Each Company Benefit Plan that constitutes a “Group Health Plan” within the meaning of Section 607(1) of ERISA or Section 4980B(g)(2) of the Code and each Company Benefit Plan that constitutes an employee welfare benefit plan as defined in ERISA Section 3(1) has been administered and operated in compliance with Applicable Law in all material respects. (k) There are no actions, suits or claims (other than routine claims for benefits) pending or, to the Knowledge of the Selling Parties, threatened with respect to any Company Benefit Plan. No Company Benefit Plan is currently under investigation or audit by the Internal Revenue Service, Department of Labor or any other Governmental Entity. (l) No Company Benefit Plan and no grants, awards or benefits thereunder are subject to Section 409A of the Code or, if subject to Section 409A of the Code, have failed, in form or operation, to meet the requirements of Section 409A of the Code and Treasury regulations and all other applicable guidance promulgated thereunder. There is no Company Benefit Plan to which the Company or any ERISA Affiliate is a party covering any Employee that could require the Company or any ERISA Affiliate to compensate any employee for tax-related payments under Section 409A of the Code (or any similar Applicable Law) or excise taxes paid pursuant to Section 4999 of the Code. (m) Except as set forth in Section 3.13 of the Company Disclosure Schedule, the Purchaser shall not have any obligation or liability of any kind or nature for any compensation or benefits of any kind or nature to the employees or consultants of the Company or Xxxxx XX for services rendered prior to the Closing. (n) Neither the Company nor Xxxxx XX has established, maintained or contributed to, or had any obligation to establish, maintain or contribute to (i) a multiple employer welfare arrangement within the meaning of Section 3(40)(A) of the Code; or (ii) a voluntary employees beneficiary association within the meaning of Section 501(c)(9) of the Code.

Benefit Plans; Employees. (a) Section 3.13(a) of the The Company Disclosure Schedule sets forth a true does not have, and complete list of each material has not had, any “employee benefit plan” (as defined in within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ERISA (“whether or not subject to ERISA”)) and each other material compensation, or any written or unwritten bonus, pension, profit sharing, deferred compensation, unit ownershipincentive compensation, unit vacation, sick leave, stock purchase, unit stock option, stock appreciation right or other equity-based incentive (including phantom unitequity), retirementseverance, termination, change in control, retention, employment, change-in-controlconsulting, hospitalization or other medical, life or insurance, disability, other welfare, scholarship or tuition reimbursement, fringe benefit, collective bargainingsupplemental unemployment benefits, severanceprofit-sharing, disabilitypension, death benefit, hospitalization and medical or retirement plan, program, policyagreement, agreement and arrangement payroll practice, commitment or arrangement, or any other Employee compensation or benefit plan, program, agreement, payroll practice, commitment or arrangement, sponsored, maintained or contributed to by either the Company or by any trade or business, whether or not incorporated, that together with the Company would be deemed a “single employer” under Section 414 of the Code (or required to be contributed toan “ERISA Affiliate”) for the benefit of any Company current or former Employee as or current or former director of the date hereof and Company or any ERISA Affiliate or with respect to which the Company has or Xxxxx XX would could 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 liability (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) A list of the Code and each trust related thereto is qualified and exempt within the meaning of Sections 401 and 501 current Employees 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 as of the Code, respectively, and the Company has delivered to Purchaser a copy date of each such determination, opinion or advisory letterthis Agreement is set forth on Schedule 4.17. (b) Each Company Benefit Plan (i) complies with all applicable requirements of ERISA and the Code, and is operated in material compliance with its terms; (ii) is and has been operated in such a manner as to qualify, where appropriate, for both federal and state purposes, for income tax exclusions to its participants, tax exempt income for its funding vehicle, and the allowance of deductions with respect to contributions thereto; (iii) that is intended to be qualified under Section 401(a) As of the Code has received a determination from the Internal Revenue Service that such Company Benefit Plan is so qualified, and to the Knowledge of the Selling Parties, nothing has occurred since the date of such determination that would cause such determination letter to become unreliable; and (iv) has no liabilities with respect to ERISA or the Code, nor do any circumstances exist that would reasonably be expected to result in, any such liabilities (excluding any liabilities with respect to the termination of any Company Benefit Plan after the Closing). (c) The consummation of the transactions contemplated by this Agreement will not (i) entitle any Company Employee to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement, or (ii) accelerate the time of payment or vesting, or materially increase the amount of compensation due any Company Employee. (d) With respect to the Company Benefit Plans, the reporting and disclosure requirements of ERISA and the Code, as applicable, and the group health plan continuation coverage requirements of Section 4980B of the Code and Part 6 of Title I of ERISA, have been fulfilled, and Company has delivered to Purchaser copies of all filings with the Internal Revenue Service and the Department of Labor or other applicable Governmental Entity for each Company Benefit Plan’s most recent three plan years. No Company Benefit Plan is, or within the past six (6) years has been, subject to Section 412 of the Code or Part 3 of Title I of ERISA. (e) Except as set forth on Section 3.13 of the Company Disclosure Schedule, none of the Company, Xxxxx XXClosing Date, the Company Benefit Plans, will not have any of the trusts created thereunder, nor, to the Knowledge of the Selling Parties, Employees nor will it have any trustee, administrator or other fiduciary thereof, has engaged in a “prohibited transaction” as such term is defined in Section 4975 of the Code or Section 406 of ERISA nor owes any taxes, fees, or penalties or is required to file any informational or penalty reports with any Governmental Entity with regard Liabilities related to any “prohibited transaction”Employee or any Plan, including any obligations pursuant to any severance agreement, arrangement or amounts due to any Employee. None of the Company, Xxxxx XX, nor, to the Knowledge of the Selling Parties, any other fiduciary (within the meaning of Section 3(21) of ERISA) of any Company Benefit Plan or its attendant trust has breached its fiduciary duties under Title I of ERISA. (f) Neither the Company nor Xxxxx XX or any other trade or business (whether or not incorporated) which is under “common control” (as such term is defined in Section 4001(a)(14)(B) of ERISA with the Company or Xxxxx XX has within the past six (6) years (i) terminated a Company Benefit Plan subject to Title IV of ERISA or (ii) participated in or contributed to any “multiemployer plan,” as such term is defined in Section 3(37) of ERISA, and neither the Company nor Xxxxx XX nor other trade or business under “common control” has effected either a “complete withdrawal” or a “partial withdrawal,” as those terms are defined in Sections 4203 and 4205, respectively, of ERISA, from any such multiemployer plan. (g) Neither the Company nor Xxxxx XX is, or within the within the past six (6) years has been, obligated to provide health, life, or any other benefits to any employees after their employment is terminated (other than as required by part 6 of Subtitle B of Title I of ERISA). (h) Each Company Benefit Plan may be amended, terminated, modified or otherwise revised following the Closing. (i) All contributions and premium payments (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code to each Company Benefit Plan, and all contributions and premium payments for any period ending on or prior to the Closing Date that are not yet due have been made to each Company Benefit Plan, or accrued in accordance with past custom and practice. (j) Each Company Benefit Plan that constitutes a “Group Health Plan” within the meaning of Section 607(1) of ERISA or Section 4980B(g)(2) of the Code and each Company Benefit Plan that constitutes an employee welfare benefit plan as defined in ERISA Section 3(1) has been administered and operated in compliance with Applicable Law in all material respects. (k) There are no actions, suits or claims (other than routine claims for benefits) pending or, to the Knowledge of the Selling Parties, threatened with respect to any Company Benefit Plan. No Company Benefit Plan is currently under investigation or audit by the Internal Revenue Service, Department of Labor or any other Governmental Entity. (l) No Company Benefit Plan and no grants, awards or benefits thereunder are subject to Section 409A of the Code or, if subject to Section 409A of the Code, have failed, in form or operation, to meet the requirements of Section 409A of the Code and Treasury regulations and all other applicable guidance promulgated thereunder. There is no Company Benefit Plan to which the Company or any ERISA Affiliate is a party covering any Employee that could require the Company or any ERISA Affiliate to compensate any employee for tax-related payments under Section 409A of the Code (or any similar Applicable Law) or excise taxes paid pursuant to Section 4999 of the Code. (m) Except as set forth in Section 3.13 of the Company Disclosure Schedulehas ever maintained, the Purchaser shall not have any obligation or liability of any kind or nature for any compensation or benefits of any kind or nature to the employees or consultants of the Company or Xxxxx XX for services rendered prior to the Closing. (n) Neither the Company nor Xxxxx XX has establishedsponsored, maintained or contributed to, or had any obligation to establishcontribute to, maintain nor otherwise has any current or contribute potential Liability under or with respect to, any plan subject to (i) a multiple employer welfare arrangement within the meaning Title IV of ERISA, Section 3(40)(A) 302 of the Code; ERISA or (ii) a voluntary employees beneficiary association within the meaning of Section 501(c)(9) 412 of the Code.

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 Benefit Plan (i) maintained, sponsored, contributed to, required to be contributed to, or participated in by the Company or any of the Company Subsidiaries or with respect to which the Company or any of the Company Subsidiaries is a party for the benefit of or relating to any current or former trustee, employee, or other individual service provider of the Company and the Company Subsidiaries or (ii) with respect to which Company or any of 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, without regard to materiality, a “employee benefit Company Benefit Plan”), 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 provided or made available to 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 intended to be qualified under Section 401(a) of the Code; and (vi) all material, non-routine and written filings, notices, correspondence or other communications relating to any Company Benefit Plan that were submitted to or received from the IRS, any office or representative of the Department of Labor or any other Governmental Authority in the past three years or relating to any unresolved compliance issues in respect of such Company Benefit Plan. (b) None of the Company, any Company Subsidiary or any of their respective ERISA Affiliates maintains, sponsors, contributes to, is required to contribute to or participates in, or has during the past six (6) years maintained, sponsored, contributed to, been required to contribute to or participated in, or otherwise has any obligation or liability in connection with: (i) a “pension plan” under Section 3(2) of ERISA that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, (ii) a “multiemployer plan” (as defined in Section 3(33(37) of ERISA), (iii) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), or (iv) a “multiple employer plan” (as defined in Section 413(c) of the Employee Retirement Income Security Act Code). None of 1974the Company, any Company Subsidiary or any of their respective ERISA Affiliates have incurred, nor are there any circumstances under which they could reasonably incur, any liability or obligations under Title IV of ERISA. Except as amended (“ERISA”)set forth in Section 4.13(b) and each of the Company Disclosure Letter, none of the Company, any Company Subsidiary or any of their respective ERISA Affiliates have any liability or obligation to provide post-termination or retiree life insurance, post-termination or retiree health benefits or other material compensation, bonus, pension, profit sharing, deferred compensation, unit ownership, unit purchase, unit option, phantom unit, retirement, employment, changepost-in-control, welfare, fringe benefit, collective bargaining, severance, disability, death benefit, hospitalization and medical plan, program, policy, agreement and arrangement maintained termination or contributed retiree employee welfare benefits to any person for any reason (or required to be contributed to) any such person’s eligible dependents), other than coverage mandated by Part 6 of Title I of ERISA or Section 4980B of the Code at the recipient’s sole premium cost. No Company Benefit Plan provides or reflects or represents any liability or obligation of the Company or any Company Subsidiary to provide life insurance, health benefits or other welfare benefits to any member of the Company Board for any reason, unless such trustee is also an employee of the Company or any Company Subsidiary. No Company Benefit Plan is established or maintained outside of the United States or for the benefit of any Company Employee as current or former employees or other individual service providers of the date hereof and Company or any of its Subsidiaries residing outside of the United States. (c) Except as set forth on Section 4.13(c) of the Company Disclosure Letter, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will, individually or together with the occurrence of any other event, (i) result in any payment (whether of bonus, change in control, retention, severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to which any current or former trustee, employee or other individual service provider of the Company or Xxxxx XX would reasonably be expected any of the Company Subsidiaries; (ii) create any limitation or restriction on the right to have direct merge, amend or contingent liabilityterminate any Company Benefit Plan; or (iii) result in the payment of any amount or benefit to a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) that could, individually or in combination with any other than (i) any collective bargaining agreement or any multiemployer plan (payment, constitute an “excess parachute payment” as defined in section 3(37Section 280G(b)(1) of ERISAthe Code. Neither the Company nor any Company Subsidiary has any obligation to gross-up or otherwise reimburse or compensate any current or former trustee, employee, or other individual service provider for any Taxes incurred by such individual under or pursuant to Section 409A of the Code, Section 4999 of the Code, or otherwise. (d) or (ii) any plan, program, policy, agreement and arrangement required by Applicable Law (the “Each Company Benefit Plans”). The Company Plan has delivered to Purchaser copies been maintained and administered in compliance in all material respects, and the administrators and fiduciaries of each Company Benefit Plan have complied in all material respects, with the applicable requirements of ERISA, the Code, and any amendments theretoother applicable Law. Each Company Benefit Plan which that is intended to comply with Section 401(a) of the Code has received a favorable determination letter issued by the IRS or is maintained under a prototype or volume submitter plan and each trust related thereto is qualified and exempt within the meaning of Sections 401 and 501 of the Code, respectively, and may rely upon a determination, favorable opinion or advisory letter issued by the IRS with respect to such prototype or volume submitter plan. To the Knowledge of the Company, no event has been received occurred with respect to any Company Benefit Plan which will or applied for could give rise to disqualification of such plan, the loss of intended Tax consequences under the Code, or any material Tax or liability or penalty. All contributions and payments due from the Internal Revenue Service Company, any Company Subsidiary or any of their respective ERISA Affiliates with respect to each such Company Benefit Plan stating that such Company Benefit Plan as required by Law and its related trust are qualified and exempt within by the meaning terms 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. (b) Each Company Benefit Plan (i) complies with all applicable requirements of ERISA and the Code, and is operated in material compliance with its terms; (ii) is and has been operated in such a manner as to qualify, where appropriate, for both federal and state purposes, for income tax exclusions to its participants, tax exempt income for its funding vehicle, and the allowance of deductions with respect to contributions thereto; (iii) that is intended to be qualified under Section 401(a) of the Code has received a determination from the Internal Revenue Service that such Company Benefit Plan is so qualified, and to the Knowledge of the Selling Parties, nothing has occurred since the date of such determination that would cause such determination letter to become unreliable; and (iv) has no liabilities with respect to ERISA or the Code, nor do any circumstances exist that would reasonably be expected to result in, any such liabilities (excluding any liabilities with respect to the termination of any Company Benefit Plan after the Closing). (c) The consummation of the transactions contemplated by this Agreement will not (i) entitle any Company Employee to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement, or (ii) accelerate the time of payment or vesting, or materially increase the amount of compensation due any Company Employee. (d) With respect to the Company Benefit PlansPlans have been timely made or, to the reporting and disclosure requirements of ERISA and the Code, as applicable, and the group health plan continuation coverage requirements of Section 4980B of the Code and Part 6 of Title I of ERISAextent not yet due, have been fulfilled, and timely accrued in accordance with GAAP in the consolidated financial statements (including any related notes) contained or incorporated by reference in the Company has delivered to Purchaser copies of all filings with the Internal Revenue Service and the Department of Labor or other applicable Governmental Entity for each Company Benefit Plan’s most recent three plan years. No Company Benefit Plan is, or within the past six (6) years has been, subject to Section 412 of the Code or Part 3 of Title I of ERISASEC Documents. (e) Except as set forth on Section 3.13 of the Company Disclosure Schedule, none of the Company, Xxxxx XX, the Company Benefit Plans, any of the trusts created thereunder, norThere are no proceedings pending (other than routine claims for benefits) or, to the Knowledge of the Selling Parties, any trustee, administrator or other fiduciary thereof, has engaged in a “prohibited transaction” as such term is defined in Section 4975 of the Code or Section 406 of ERISA nor owes any taxes, fees, or penalties or is required to file any informational or penalty reports with any Governmental Entity with regard to any “prohibited transaction”. None of the Company, Xxxxx XX, nor, threatened with respect to the Knowledge of the Selling Parties, any other fiduciary (within the meaning of Section 3(21) of ERISA) of any a Company Benefit Plan or its attendant trust has breached its fiduciary duties under Title I the assets of ERISAa Company Benefit Plan, except as would not reasonably be expected to have a Company Material Adverse Effect. (f) Neither the Company nor Xxxxx XX any Company Subsidiary is or has ever been a party to or bound (in whole or in part) by any collective bargaining agreement or other trade or business (whether or not incorporated) which is under “common control” (as such term is defined in Section 4001(a)(14)(B) labor union contract applicable to employees of ERISA with the Company or Xxxxx XX has any Company Subsidiary (the “Company Employees”), nor is any such agreement or contract presently being negotiated. To the Knowledge of the Company, there are no activities or proceedings of any labor union or employee group to organize any Company Employees or any current union representation questions involving such employees nor have there been any such activities or proceedings within the past six three (63) years (i) terminated a Company Benefit Plan subject years. There is no labor strike, controversy, slowdown, work stoppage or lockout occurring or, to Title IV the Knowledge of ERISA the Company, threatened by or (ii) participated in or contributed with respect to any “multiemployer plan,” Company Employees, nor has any such action occurred or been threatened within the past three (3) years. There are no material unfair labor practice complaints pending or, to the Knowledge of the Company, threatened against the Company or any Company Subsidiary, nor has any of the foregoing occurred or, to the Knowledge of the Company, been threatened, within the past three (3) years. The Company and the Company Subsidiaries are in compliance in all material respects with all applicable Laws relating to employment and employment practices and terms and conditions of employment, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination or harassment, civil rights, classification of service providers as such term is defined in Section 3(37) employees and/or independent contractors, safety and health, workers’ compensation, immigration, pay equity and the collection and payment of ERISAwithholding or social security, and neither no material charges or Actions with respect to or relating to the foregoing are pending or, to the Knowledge of the Company, threatened, nor has any of the foregoing occurred or, to the Knowledge of the Company, been threatened, within the past three (3) years. Neither the Company nor Xxxxx XX any Company Subsidiary is a party to, or otherwise bound by, any consent decree with or citation by any Governmental Authority relating to employees or employment practices, and there are no pending or, to the Knowledge of the Company, threatened Actions, investigations, audits or similar proceedings alleging breach or violation of any labor or employment law, nor has any of the foregoing occurred or, to the Knowledge of the Company, been threatened, within the past three (3) years. To the Knowledge of the Company, no allegations of sexual or other trade discrimination, harassment or business misconduct or violations of policies of the Company or any of its Subsidiaries have been made against any current or former employee or other service provider of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have entered into any settlement agreement in the past three (3) years related to allegations of conduct described in the immediately preceding sentence by any current or former employee or other service provider. Neither the Company nor any Company Subsidiary is subject to any obligation under “common control” has effected either a “complete withdrawal” applicable Law or a “partial withdrawal,” as those terms are defined in Sections 4203 and 4205otherwise to notify or consult with, respectivelyprior to or after the Closing, any Company Employee, Governmental Authority or other Person with respect to the impact of ERISA, from the transactions contemplated hereby on the employment of any such multiemployer planof the Company Employees or the compensation or benefits provided to any of the Company Employees. (g) Neither the Company nor Xxxxx XX is, or within the within any Company Subsidiary has taken any action in the past six three (63) years that has been, obligated triggered any liability or an obligation to provide health, life, or any other benefits to any employees after their employment is terminated (other than as required by part 6 of Subtitle B of Title I of ERISA)notice under WARN. (h) Each Company Benefit Plan may be amended, terminated, modified or otherwise revised following the Closing. (i) All contributions and premium payments (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code to each Company Benefit Plan, and all contributions and premium payments for any period ending on or prior to the Closing Date that are not yet due have been made to each Company Benefit Plan, or accrued in accordance with past custom and practice. (j) Each Company Benefit Plan that constitutes a “Group Health Plan” within the meaning of Section 607(1) of ERISA or Section 4980B(g)(2) of the Code and each Company Benefit Plan that constitutes an employee welfare benefit plan as defined in ERISA Section 3(1) has been administered and operated in compliance with Applicable Law in all material respects. (k) There are no actions, suits or claims (other than routine claims for benefits) pending or, to the Knowledge of the Selling Parties, threatened with respect to any Company Benefit Plan. No Company Benefit Plan is currently under investigation or audit by the Internal Revenue Service, Department of Labor or any other Governmental Entity. (l) No Company Benefit Plan and no grants, awards or benefits thereunder are subject to Section 409A of the Code or, if subject to Section 409A of the Code, have failed, in form or operation, to meet the requirements of Section 409A of the Code and Treasury regulations and all other applicable guidance promulgated thereunder. There is no Company Benefit Plan to which the Company or any ERISA Affiliate is a party covering any Employee that could require the Company or any ERISA Affiliate to compensate any employee for tax-related payments under Section 409A of the Code (or any similar Applicable Law) or excise taxes paid pursuant to Section 4999 of the Code. (m) Except as set forth in Section 3.13 of the Company Disclosure Schedule, the Purchaser shall not have any obligation or liability of any kind or nature for any compensation or benefits of any kind or nature to the employees or consultants of the Company or Xxxxx XX for services rendered prior to the Closing. (n) Neither the Company nor Xxxxx XX has established, maintained or contributed to, or had any obligation to establish, maintain or contribute to (i) a multiple employer welfare arrangement within the meaning of Section 3(40)(A) of the Code; or (ii) a voluntary employees beneficiary association within the meaning of Section 501(c)(9) of the Code.

Benefit Plans; Employees. (a) Section 3.13(a) of the Disclosure Schedule sets forth a true, correct and complete list of each employee benefit plan that the Company or any of its ERISA Affiliates maintains, or to which the Company or any of its ERISA Affiliates contributes or has an obligation to contribute, or with respect to which the Company or any of its ERISA Affiliates otherwise has or may have any Liability (each, a “Company Employee Plan” and, collectively, the “Company Employee Plans”), in each case for the benefit of any current or former employee, independent contractor, consultant, or director of the Company or any of its Subsidiaries (each, a “Company Employee”). No Company Employee Plan is maintained outside the United States. (b) Each Company Employee Plan (and each related trust, insurance Contract or fund) has been maintained, funded and administered in all material respects in accordance with the terms of such Company Employee Plan and complies in form and in operation in all material respects with the applicable requirements of ERISA, the Code and any other applicable Law, and no event has occurred which will or would reasonably be expected to cause any such Company Employee Plan to fail to comply with such requirements and no notice has been issued by any Governmental Entity questioning or challenging such compliance. (c) Each Company Employee Plan that is intended to be qualified under § 401(a) of the Code is the subject of a favorable determination letter or opinion letter issued by the IRS with respect to the qualified status of such plan under § 401(a) of the Code and the tax-exempt status of any trust which forms a part of such plan under § 501(a) of the Code, and no event has occurred which would be reasonably likely to give rise to revocation of such qualified and tax-exempt status. (d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in combination with any other event) obligate the Company or any of its Subsidiaries to pay any bonus, separation, severance, termination or similar benefit, accelerate any vesting schedule, increase any employee account balance, or alter or increase any benefits to any current or former employee. Without limiting the generality of the foregoing, no amount paid or payable (whether in cash, in property, or in the form of benefits) by the Company or any of its Subsidiaries in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code. (e) None of the Company Employee Plans is subject to Title IV of ERISA, none of the Company Employee Plans is a Multiemployer Plan, and neither the Company nor any of its ERISA Affiliates contributes to, has contributed to, or has any Liability with respect to a Multiemployer Plan or a Benefit Plan subject to Title IV of ERISA. None of the Company or any of its Subsidiaries have any Liability for providing, under any Company Employee Plan or otherwise, any post-retirement medical or life insurance benefits, other than statutory liability for providing group health plan continuation coverage under Part 6 of Title I of ERISA and § 4980B of the Code. None of the Company Employee Plans is a multiple employer pension plan or a multiple employer welfare arrangement (within the meaning of § 3(40) of ERISA). There are no pending or, to the Company’s Knowledge, threatened Actions with respect to any Company Employee Plan (other than routine claims for benefits in the ordinary course of business) which could result in any material Liability to Buyer (whether direct or indirect) and, to the Company’s Knowledge, there are no facts or circumstances which could reasonably be expected to give rise to any such Actions. (f) There have been no fiduciary failures, prohibited transactions or other acts or omissions by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any other Person with respect to the Company Employee Plans that have given rise to or may give rise to material interest, fines, penalties, Taxes or related charges under ERISA, the Code or other applicable Law. Each Company Employee Plan has been operated in documentary and operational compliance with § 409A and § 457A of the Code. (g) All contributions, insurance premiums and payments with respect to each Company Employee Plan have been timely made when due or, if not yet due, have been accrued in accordance with past custom and practice for the Company and its Subsidiaries. (h) Section 3.13(h) of the Disclosure Schedule sets forth a true and complete correct 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”)) Company 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 its Subsidiaries 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 letterhereof. (b) Each Company Benefit Plan (i) complies with all applicable requirements of ERISA and the Code, and is operated in material compliance with its terms; (ii) is and has been operated in such a manner as to qualify, where appropriate, for both federal and state purposes, for income tax exclusions to its participants, tax exempt income for its funding vehicle, and the allowance of deductions with respect to contributions thereto; (iii) that is intended to be qualified under Section 401(a) of the Code has received a determination from the Internal Revenue Service that such Company Benefit Plan is so qualified, and to the Knowledge of the Selling Parties, nothing has occurred since the date of such determination that would cause such determination letter to become unreliable; and (iv) has no liabilities with respect to ERISA or the Code, nor do any circumstances exist that would reasonably be expected to result in, any such liabilities (excluding any liabilities with respect to the termination of any Company Benefit Plan after the Closing). (c) The consummation of the transactions contemplated by this Agreement will not (i) entitle any Company Employee to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement, or (ii) accelerate the time of payment or vesting, or materially increase the amount of compensation due any Company Employee. (d) With respect to the Company Benefit Plans, the reporting and disclosure requirements of ERISA and the Code, as applicable, and the group health plan continuation coverage requirements of Section 4980B of the Code and Part 6 of Title I of ERISA, have been fulfilled, and Company has delivered to Purchaser copies of all filings with the Internal Revenue Service and the Department of Labor or other applicable Governmental Entity for each Company Benefit Plan’s most recent three plan years. No Company Benefit Plan is, or within the past six (6) years has been, subject to Section 412 of the Code or Part 3 of Title I of ERISA. (e) Except as set forth on Section 3.13 of the Company Disclosure Schedule, none of the Company, Xxxxx XX, the Company Benefit Plans, any of the trusts created thereunder, nor, to the Knowledge of the Selling Parties, any trustee, administrator or other fiduciary thereof, has engaged in a “prohibited transaction” as such term is defined in Section 4975 of the Code or Section 406 of ERISA nor owes any taxes, fees, or penalties or is required to file any informational or penalty reports with any Governmental Entity with regard to any “prohibited transaction”. None of the Company, Xxxxx XX, nor, to the Knowledge of the Selling Parties, any other fiduciary (within the meaning of Section 3(21) of ERISA) of any Company Benefit Plan or its attendant trust has breached its fiduciary duties under Title I of ERISA. (f) Neither the Company nor Xxxxx XX or any other trade or business (whether or not incorporated) which is under “common control” (as such term is defined in Section 4001(a)(14)(B) of ERISA with the Company or Xxxxx XX has within the past six (6) years (i) terminated a Company Benefit Plan subject to Title IV of ERISA or (ii) participated in or contributed to any “multiemployer plan,” as such term is defined in Section 3(37) of ERISA, and neither the Company nor Xxxxx XX nor other trade or business under “common control” has effected either a “complete withdrawal” or a “partial withdrawal,” as those terms are defined in Sections 4203 and 4205, respectively, of ERISA, from any such multiemployer plan. (g) Neither the Company nor Xxxxx XX is, or within the within the past six (6) years has been, obligated to provide health, life, or any other benefits to any employees after their employment is terminated (other than as required by part 6 of Subtitle B of Title I of ERISA). (h) Each Company Benefit Plan may be amended, terminated, modified or otherwise revised following the Closing. (i) All contributions and premium payments (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code to each Company Benefit Plan, and all contributions and premium payments for any period ending on or prior to the Closing Date that are not yet due have been made to each Company Benefit Plan, or accrued in accordance with past custom and practice. (j) Each Company Benefit Plan that constitutes a “Group Health Plan” within the meaning of Section 607(1) of ERISA or Section 4980B(g)(2) of the Code and each Company Benefit Plan that constitutes an employee welfare benefit plan as defined in ERISA Section 3(1) has been administered and operated in compliance with Applicable Law in all material respects. (k) There are no actions, suits or claims (other than routine claims for benefits) pending or, to the Knowledge of the Selling Parties, threatened with respect to any Company Benefit Plan. No Company Benefit Plan is currently under investigation or audit by the Internal Revenue Service, Department of Labor or any other Governmental Entity. (l) No Company Benefit Plan and no grants, awards or benefits thereunder are subject to Section 409A of the Code or, if subject to Section 409A of the Code, have failed, in form or operation, to meet the requirements of Section 409A of the Code and Treasury regulations and all other applicable guidance promulgated thereunder. There is no Company Benefit Plan to which the Company or any ERISA Affiliate is a party covering any Employee that could require the Company or any ERISA Affiliate to compensate any employee for tax-related payments under Section 409A of the Code (or any similar Applicable Law) or excise taxes paid pursuant to Section 4999 of the Code. (m) Except as set forth in Section 3.13 of the Company Disclosure Schedule, the Purchaser shall not have any obligation or liability of any kind or nature for any compensation or benefits of any kind or nature to the employees or consultants of the Company or Xxxxx XX for services rendered prior to the Closing. (n) Neither the Company nor Xxxxx XX has established, maintained or contributed to, or had any obligation to establish, maintain or contribute to (i) a multiple employer welfare arrangement within the meaning of Section 3(40)(A) of the Code; or (ii) a voluntary employees beneficiary association within the meaning of Section 501(c)(9) of the Code.

Benefit Plans; Employees. (a) Section 3.13(aSchedule 4.17(a) of the Company Disclosure Schedule sets forth contains a true and complete list of each material “employee benefit plan” (as defined in within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ERISA (“ERISAEmployee Benefit Plans”)) and each other material compensation, written or unwritten bonus, pension, profit sharing, deferred compensation, unit ownershipincentive compensation, unit vacation, sick leave, stock purchase, unit stock option, stock appreciation right or other equity-based incentive (including phantom unitequity), retirementseverance, termination, change in control, retention, employment, change-in-controlindividual consulting, hospitalization or other medical, life or insurance, disability, other welfare, scholarship or tuition reimbursement, fringe benefit, collective bargainingsupplemental unemployment benefits, severanceprofit-sharing, disabilitypension, death benefit, hospitalization and medical or retirement plan, program, policyagreement, agreement payroll practice, commitment or arrangement, and arrangement each other employee compensation or benefit plan, program, agreement, payroll practice, commitment or arrangement, sponsored, maintained or contributed to by either the Company or by any trade or business, whether or not incorporated, that together with the Company would be deemed a “single employer” under Section 414 of the Code (or required to be contributed toan “ERISA Affiliate”) for the benefit of any Company Employee as current or former employee or current or former director of the date hereof Company or any ERISA Affiliate and with respect to which the Company has or Xxxxx XX would could reasonably be expected to have direct or contingent liabilityany material liability (the “Plans”). (b) With respect to each of the Plans, other than the Company has Made Available to Buyer true, complete and correct copies of the following (as applicable): (i) each writing constituting a current part of such Plans, including all current Plan documents, and any collective bargaining agreement predecessor plans referred to therein, any related trust agreements, service provider agreements, insurance contracts or agreements with investment managers for the management of Plan assets; (ii) the summary plan description for Employee Benefit Plans, and any similar descriptions of all other Plans; (iii) the most recent Annual Report (Form 5500 Series) and accompanying schedules; (iv) the most recent annual financial report; (v) the most recent determination letter and/or opinion letter from the IRS; (vi) any discrimination or coverage tests performed in the last two plan years; (vii) any notices to or from the IRS or any multiemployer plan office or representative of the Department of Labor relating to any compliance issues in respect of any such Plan; and (as defined viii) all amendments, modifications or supplements to any such document. (c) At no time have either the Company or any ERISA Affiliate (i) maintained, established, sponsored, participated in section 3(37) or contributed to any Plan that is subject to Title IV of ERISA) , Section 302 of ERISA or Section 412 of the Code or (ii) incurred any liability or had a lien imposed under Title IV of ERISA or Section 412 of the Code. (d) No Plan is a “multiemployer plan, program, policy, agreement and arrangement required by Applicable Law ,” as defined in Section 3(37) of ERISA (the “Company Benefit PlansMultiemployer Plan”). The Company or any ERISA Affiliate has delivered not at any time during the last six years, (i) contributed to Purchaser copies or been obligated to contribute to any Multiemployer Plan; (ii) withdrawn in a complete or partial withdrawal from any Multiemployer Plan; or (iii) incurred any liability due to the termination or reorganization of each a Multiemployer Plan. (e) None of the Company, ERISA Affiliates, Plans, any trust created thereunder, nor, to the Knowledge of the Company, any trustee or administrator thereof, has engaged in a transaction or has taken or failed to take any action in connection with which the Company could reasonably be expected to be subject to any material liability for either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975(a) or (b), 4976 or 4980B of the Code. (f) The Company is not an Employee Benefit Plan and any amendments thereto. Each Company or a “Benefit Plan which Investor” (as defined in Section 3(42) of ERISA); and, except as otherwise set forth in Schedule 4.17(f), the Company is intended not a “fiduciary” (as defined in Section 3(21) of ERISA) with respect to comply with any Employee Benefit Plan subject to Title I of ERISA or Section 401(a) 4975 of the Code and each trust related thereto is qualified and exempt within or other Entity the meaning assets of Sections 401 and 501 which are subject to Title I of ERISA or Section 4975 of the Code, respectively, and a determination, opinion or advisory letter has been received or applied for from Code (other than 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 letterPlans). (bg) Each of the Plans has been operated and administered by the Company Benefit Plan (i) complies and any ERISA Affiliate in material compliance with all applicable requirements of Laws, including ERISA and the Code, and is operated in material compliance with its terms; the terms of each such Plan. (iih) is and has been operated in such a manner as to qualify, where appropriate, for both federal and state purposes, for income tax exclusions to its participants, tax exempt income for its funding vehicle, and the allowance of deductions with respect to contributions thereto; (iii) Each Plan that is intended to be qualified under “qualified” within the meaning of Section 401(a) of the Code has received a determination from the Internal Revenue Service that such Company Benefit Plan is so qualified, and to the Knowledge of the Selling Parties, nothing has occurred since the date of such determination that would cause such favorable determination letter to become unreliable; and (iv) has there are no liabilities with respect to ERISA or the Code, nor do any circumstances exist that would could reasonably be expected to result inin the loss of such qualification under Section 401(a) of the Code. (i) Except as disclosed in Schedule 4.17(i), any such liabilities no Plan provides post-employment or post-retirement health, medical or life insurance benefits (excluding any liabilities whether or not insured) with respect to current or former employees of the Company after retirement or other termination of any Company Benefit Plan after the Closing)service, other than coverage mandated by applicable Laws. (cj) The Except as disclosed in Schedule 4.17(j), the consummation of the transactions contemplated by this Agreement Transactions will not not, either alone or in combination with any other event, (i) entitle result in any current or former employee, officer, director, independent contractor or consultant of the Company Employee becoming entitled to severance pay, unemployment compensation or any other similar termination payment, except as expressly provided in this Agreement, ; or (ii) accelerate the time of payment or vesting, or materially increase the amount of compensation or otherwise enhance any benefit due any Company Employeesuch employee, officer, director, independent contractor or consultant. (dk) With respect to the Company Benefit Plans, the reporting and disclosure requirements of ERISA and the Code, as applicable, and the group health plan continuation coverage requirements of Section 4980B of the Code and Part 6 of Title I of ERISA, have been fulfilled, and Company has delivered to Purchaser copies of all filings with the Internal Revenue Service and the Department of Labor or other applicable Governmental Entity for each Company Benefit Plan’s most recent three plan years. No Company Benefit Plan is, or within the past six (6) years has been, subject to Section 412 of the Code or Part 3 of Title I of ERISA. (e) Except as set forth on Section 3.13 of the Company Disclosure Schedule, none of the Company, Xxxxx XX, the Company Benefit Plans, any of the trusts created thereunder, norThere are no pending or, to the Knowledge of the Selling PartiesCompany, threatened or anticipated claims by or on behalf of any trusteePlan against or concerning the Company, administrator by any employee or beneficiary under any Plan or otherwise involving any such Plan (other than routine claims for benefits) reasonably likely to lead to any liability to the Company. (l) All stock options, stock appreciation rights or other fiduciary thereof, has engaged in a “prohibited transaction” as such term is defined in equity-based awards issued or granted by the Company either (i) are not subject to Section 4975 409A of the Code or (ii) are subject to and comply with Section 406 of ERISA nor owes any taxes, fees, or penalties or is required to file any informational or penalty reports with any Governmental Entity with regard to any “prohibited transaction”. None 409A of the Company, Xxxxx XX, nor, to Code and the Knowledge of the Selling Parties, any other fiduciary (within the meaning of Section 3(21) of ERISA) of any Company Benefit Plan or its attendant trust has breached its fiduciary duties under Title I of ERISA. (f) Neither the Company nor Xxxxx XX or any other trade or business (whether or not incorporated) which is under guidance thereunder. Each “common controlnonqualified deferred compensation plan” (as such term is defined in Section 4001(a)(14)(B) of ERISA with the Company or Xxxxx XX has within the past six (6) years (i) terminated a Company Benefit Plan subject to Title IV of ERISA or (ii) participated in or contributed to any “multiemployer plan,” as such term is defined in Section 3(37) of ERISA, and neither the Company nor Xxxxx XX nor other trade or business under “common control” has effected either a “complete withdrawal” or a “partial withdrawal,” as those terms are defined in Sections 4203 and 4205, respectively, of ERISA, from any such multiemployer plan. (g) Neither the Company nor Xxxxx XX is, or within the within the past six (6) years has been, obligated to provide health, life, or any other benefits to any employees after their employment is terminated (other than as required by part 6 of Subtitle B of Title I of ERISA). (h) Each Company Benefit Plan may be amended, terminated, modified or otherwise revised following the Closing. (i) All contributions and premium payments (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code to each Company Benefit Plan, and all contributions and premium payments for any period ending on or prior to the Closing Date that are not yet due have been made to each Company Benefit Plan, or accrued in accordance with past custom and practice. (j) Each Company Benefit Plan that constitutes a “Group Health Plan” within the meaning of Section 607(1) of ERISA or Section 4980B(g)(2409A(d)(1) of the Code and each the guidance thereunder) under which the Company Benefit Plan that constitutes an employee welfare benefit plan as defined in ERISA Section 3(1makes, is obligated to make, promise to make or have any liability (including joint, several or contingent liability) has been administered and operated to make payments is in compliance with Applicable Law in all material respects. (k) There are no actions, suits or claims (other than routine claims for benefits) pending or, to the Knowledge of the Selling Parties, threatened with respect to any Company Benefit Plan. No Company Benefit Plan is currently under investigation or audit by the Internal Revenue Service, Department of Labor or any other Governmental Entity. (l) No Company Benefit Plan and no grants, awards or benefits thereunder are subject to Section 409A of the Code or, if subject to Section 409A of the Code, have failed, in form or operation, to meet the requirements of Section 409A of the Code and Treasury regulations and all other applicable the guidance promulgated thereunder. There is no Company Benefit Plan None of the performance fees or management fees to which the Company is entitled would be subject to increased taxation under Section 457A or any ERISA Affiliate is a party covering any Employee that could require the Company or any ERISA Affiliate to compensate any employee for tax-related payments under Section 409A of the Code (or any similar Applicable Law) or excise taxes paid pursuant Code. No Plan is under audit or, to Section 4999 the Knowledge of the CodeCompany, investigation by the Internal Revenue Service, the Department of Labor or the Pension Benefit Guaranty Corporation, nor to the Knowledge of the Company, is any such audit or investigation pending or threatened. (m) Except as set Schedule 4.17(m) sets forth in Section 3.13 (i) a true and correct list of the name, job title, current annual salary and date of commencement of employment with respect to each employee of the Company Disclosure Schedule, as of the Purchaser shall not have date of this Agreement; (ii) any obligation other form of compensation paid or liability payable by the Company to each such employee for the most recent fiscal year; (iii) a list of any kind or nature for any compensation or benefits of any kind or nature to the all former employees or consultants of the Company who have terminated their relationship with the Company since January 1, 2014; and (iv) a list of any increase, effective after September 1, 2015 and for which the Company is obligated as of the date of this Agreement, in the rate of compensation of any of the Company’s employees, other than in the ordinary course of business. To the Knowledge of the Company, no employee has given notice of its intention to terminate his or Xxxxx XX for services rendered prior her employment with the Company within the next twelve (12) months. Additionally, to the ClosingKnowledge of the Company, no employee is bound by any confidentiality agreement, non-competition agreement, or other similar restrictive covenant that may reasonably be expected to have a material adverse effect on such employee’s participation in the Company’s business. (n) There have not been any wage and hour claims by any employee of the Company, nor, to the Knowledge of the Company, are there any wage and hour claims currently threatened by any Company employee. (o) To the Knowledge of the Company, the Company is in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, including those relating to wages, hours, recordkeeping, employee classification, safety of employees, unemployment compensation, workers’ compensation, social security or other benefits, retaliation, harassment, employee privacy, payroll documents, record retention, equal opportunity, immigration, severance, discrimination in employment and collective bargaining. The Company is not liable for any damages or penalties for failure to comply with any of the foregoing. The Company has not received any correspondence from the Social Security Administration advising of a “no-match” between an employee’s name and social security number. There are and have been no complaints, charges, actions, claims or proceedings against the Company or any director, officer, or employee of the Company pending or, to the Knowledge of the Company, threatened, with any Governmental Authority or court based on, arising out of or otherwise relating to the employment or termination of employment of any individual. (p) There is no presently pending, and during the last twelve (12) months, there has not been, any charge, grievance proceeding or other claim against the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, or any comparable Governmental Authority. The Company is not a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices. Neither the Company nor Xxxxx XX any of its executive officers has establishedreceived within the past two years any notice of intent by any Governmental Authority responsible for the enforcement of labor or employment laws to conduct an investigation relating to the Company and, maintained to the Knowledge of the Company, no such investigation is in progress. (q) All individuals who are performing or contributed tohave performed consulting or other services for the Company have been correctly classified as either “independent contractors” “brokers” “consultants” “agents” as the case may be, based on the services such person performed. There are no pending or, to the Knowledge of the Company, threatened actions, claims or proceedings against the Company in connection with any Company business by or on behalf of or related to any individuals currently or formerly classified as “independent contractors” “brokers” “consultants” or “agents relating to misclassification of such individuals. (r) The Company has not entered into any arrangement with any entity or individual such that a joint employer relationship exists. (s) To the Knowledge of the Company, the Company has met and is meeting all requirements under applicable Law relating to the employment of any foreign citizens, including all requirements of I-9, if applicable, and no employee is currently employed nor was any employee ever employed by the Company under circumstances in which he or she was not permitted to work under applicable Law. (t) To the Knowledge of the Company, no union or other labor organization is seeking to organize, or had to be recognized as, a collective bargaining unit of any obligation to establish, maintain or contribute to (i) a multiple employer welfare arrangement within the meaning group of Section 3(40)(A) employees that includes any employees of the Code; Company. The Company has no union, collective bargaining, or (ii) other agreement with a voluntary employees beneficiary association within labor union or labor organization. There is no pending or, to the meaning of Section 501(c)(9) Knowledge of the CodeCompany, threatened representation, proceeding or petition, strike, work stoppage, work slowdown, unfair labor practice charge or complaint or other material labor dispute affecting any employee of the Company.