Common use of Benefit Plans; ERISA Clause in Contracts

Benefit Plans; ERISA. (a) Except as set forth in Section 2.13(a) of the Company Disclosure Schedule, there are no Plans (as defined in Section 9.01) maintained or contributed to by the Company under which the Company has any liability, or which cover any employees, former employees, directors or former directors of the Company or their beneficiaries or provide benefits to such persons in respect of services provided to the Company. The Company is not, nor has it ever been, a member of a "control group" as such term is defined in Section 4001 (a) (14) of ERISA. (b) Except as set forth in Section 2.13(b) of the Company Disclosure Schedule, the Company has never sponsored or contributed to, or had any liability with respect to, a defined benefit pension plan subject to Title IV of ERISA, including a defined benefit pension plan that is a multiemployer plan as described in Section 3(37) of ERISA, or any Plan subject to Section 302 of ERISA or Section 412 of the Code. (c) Except as set forth in Section 2.13(c) of the Company Disclosure Schedule, no employees or former employees of the Company participate in any welfare benefit plan which provides health benefits to an employee after the employee's termination of employment or retirement except as required under Section 4980B of the Code and Sections 60l through 608 of ERISA or applicable state Law. (d) Except as set forth in Section 2.13(d) of the Company Disclosure Schedule, each Plan which is an "employee benefit plan," as defined in Section 3(3) of ERISA, has been administered in compliance in all material respects with its terms and the requirements provided by any and all statutes, orders or governmental rules or regulations applicable to the Plan, including but not limited to ERISA and the Code. Each Plan and its related trust that are intended to qualify under Section 401(a) of the Code and Section 501(a) of the Code are so qualified. Each Plan that is intended to provide for the deferral of income, the reduction of salary or other compensation, or to afford other income tax benefits, complies with the requirements of the applicable provisions of the Code and other statutes, orders or governmental rules or regulations to provide such income tax benefits. (e) All reports, forms and other documents required to be filed with any governmental entity with respect to any Plan have been timely filed and are accurate. (f) All contributions or other payments for all periods ending prior to the date of this Agreement (including periods from the first day of the current plan year to the date of this Agreement) have been made prior to the date of this Agreement by the Company in accordance with past practice and the recommended contribution in any applicable actuarial report. (g) With respect to each Plan required to be disclosed in Section 2.13(a) of the Company Disclosure Schedule: (1) no prohibited transactions (as defined in Section 406 or 407 of ERISA or Section 4975 of the Code) have occurred for which an exemption is not available; (2) no action or claim (other than routine claims for benefits made in the ordinary course of Plan administration for which Plan administrative review procedures have not been exhausted) has been brought, or is pending, or, to the Knowledge of the Company, is threatened or imminent against or with respect to the Plan, any employer who is participating (or who has participated) in the Plan or any fiduciary (as defined in Section 3(21) of ERISA) of the Plan; and (3) neither the Company nor any fiduciary with respect to the Plan has any knowledge of any facts which could give rise to any such action or claim described in clause (2), above. (h) The Company has no Liability and, to the Knowledge of the Company, there exists no condition or set of circumstances that could give rise to any liability (whether joint or several) (i) for any excise tax imposed by Section 4975, 4976, 4977 or 4979 of the Code, (ii) for a fine under Section 502 of ERISA, or (iii) for any liability under Section 4062, 4063, 4064, 4069 or 4201 of ERISA, Section 412(c)(11) of the Code or Section 302(c)(11) of ERISA. (i) All of the Plans listed in Section 2.13(a) of the Company Disclosure Schedule, to the extent applicable, are in compliance with the continuation of group health coverage provisions contained in Section 4980B of the Code and Section 601 through 608 of ERISA. (j) Except as set forth in Section 2.13(j) of the Company Disclosure Schedule, true, correct and complete copies of all documents creating or evidencing any Plan listed in Section 2.13(a) of the Company Disclosure Schedule have been delivered to Purchasers, and true, correct and complete copies of all reports, forms and other documents required to be filed with any governmental entity have been delivered to Purchasers. (k) There are no negotiations, demands or proposals which are pending or have been made which concern matters now covered, or that would be covered, by the type of plans, agreements, arrangements, policies or programs required to be listed in Section 2.13(a) of the Company Disclosure Schedule. (l) All expenses and Liabilities relating to all of the Plans described in Section 2.13(a) of the Company Disclosure Schedule have been, and will on the date of this Agreement be, fully and properly accrued on the books and records of the Company and its subsidiaries and disclosed to Purchasers in accordance with GAAP and in Plan financial statements.

Benefit Plans; ERISA. (a) Except as set forth in a. Section 2.13(a) 5.13 of the Company Disclosure ScheduleSchedule sets forth each "employee benefit plan," whether written or unwritten, there are no Plans (as defined in Section 9.013(3) maintained or of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (excluding equity-based plans and workers' compensation, unemployment compensation and similar government-mandated programs) currently maintained, contributed to or entered into by the Company, or with respect to which the Company may have any liability, contingent or otherwise, for the benefit of any current or former employee or director of the Company under which the Company has any liabilitypresent or future obligation or liability (collectively, the "Employee Plans"). Current, accurate and complete copies of all Employee Plans, including the Retirement Plan of Philipp Brothers Chemicals, Inc. and Subsidiaries and Affiliates (the "Seller Pension Plan") (and, if applicable, related trust agreements or which cover any employeesother funding instruments), former employees, directors or former directors of and all amendments thereto and related summary plan descriptions and for the Company or their beneficiaries or provide benefits to three (3) most recent years (i) Forms 5500 and attached schedules and (ii) financial statements for such persons in respect of services provided Employee Plans) have been made available to the Company. The Company is not, nor has it ever been, a member of a "control group" as such term is defined in Section 4001 (a) (14) of ERISAPurchaser. (b) b. Except as set forth in Section 2.13(b) 5.13 of the Company Disclosure Schedule, the Company does not sponsor and has never sponsored or contributed tonot sponsored, or had within the last five (5) years, any liability with respect to, a defined benefit pension plan subject to Title IV of ERISA, including a defined benefit pension plan that is a multiemployer plan as described in Section 3(37) of ERISA, or any Plan subject to Section 302 of ERISA or Section 412 of the Code. (c) Except as set forth in Section 2.13(c) of the Company Disclosure Schedule, no employees or former employees of the Company participate in any welfare employee benefit plan which provides health benefits to an employee after the employee's termination of employment which, individually or retirement except as required under Section 4980B of the Code and Sections 60l through 608 of ERISA or applicable state Law. collectively, constitute(s) (di) Except as set forth in Section 2.13(d) of the Company Disclosure Schedule, each Plan which is an "employee pension benefit plan," as defined in Section 3(33(2) of ERISA, that is subject to Section 412 of the Code or Section 302 or Title IV of ERISA, or (ii) a "multiemployer plan," as defined in Section 3(37) of ERISA. Except as set forth in Section 5.13 of the Disclosure Schedule, each Employee Plan that is intended to be qualified under Section 401(a) of the Code has been administered received a favorable determination, advisory and/or opinion letter, as applicable, from the Internal Revenue Service and is so qualified. c. Except as set forth in Section 5.13 of the Disclosure Schedule, the Company has furnished or made available to the Purchaser copies or descriptions of each severance or other similar contract, arrangement or policy and each plan, agreement, policy or arrangement, in effect on the date of this Agreement, providing for insurance coverage (including any self-insured arrangements), vacation benefits, disability benefits, early retirement benefits, death benefits, hospitalization benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of compensation or post-retirement benefits in each case that (i) is currently in effect and is not an Employee Plan, (ii) is entered into, maintained or contributed to, as the case may be, by the Company, or with respect to which the Company may have any liability, contingent or otherwise, and (iii) covers any employee or former employee of the Company. Such contracts, plans and arrangements as are described in this paragraph c. are herein referred to collectively as the "Benefit Arrangements." d. Except as set forth in Section 5.13 of the Disclosure Schedule and except for continued "COBRA" health coverage required pursuant to Code Section 4980B, the Company is not a party to any Employee Plan or Benefit Arrangement that requires the Company to provide, at any cost to the Company, any health or life insurance coverage to any former employee of the Company. e. Except as set forth in Section 5.13 of the Disclosure Schedule, each Employee Plan and Benefit Arrangement is maintained in compliance in all material respects with its terms and complies in all material respects with applicable requirements of (i) the requirements provided by any and all statutesAge Discrimination in Employment Act of 1967, orders or governmental rules or regulations applicable to the Planas amended, including but not limited to ERISA and the Code. Each Plan and its related trust that are intended to qualify under Section 401(aregulations thereunder, (ii) of the Code and Section 501(a) of the Code are so qualified. Each Plan that is intended to provide for the deferral of income, the reduction of salary or other compensation, or to afford other income tax benefits, complies with the requirements of the any applicable provisions of the Code and other statutes, orders or governmental rules or regulations to provide such income tax benefits. (e) All reports, forms and other documents required to be filed with any governmental entity with respect to any Plan have been timely filed and are accurate. (f) All contributions or other payments for all periods ending prior to the date of this Agreement (including periods from the first day of the current plan year to the date of this Agreement) have been made prior to the date of this Agreement by the Company in accordance with past practice and the recommended contribution in any applicable actuarial report. (g) With respect to each Plan required to be disclosed in Section 2.13(a) of the Company Disclosure Schedule: (1) no prohibited transactions (as defined in Section 406 or 407 of ERISA or Section 4975 of the Code) have occurred for which an exemption is not available; (2) no action or claim (other than routine claims for benefits made in the ordinary course of Plan administration for which Plan administrative review procedures have not been exhausted) has been brought, or is pending, or, to the Knowledge of the Company, is threatened or imminent against or with respect to the Plan, any employer who is participating (or who has participated) in the Plan or any fiduciary (as defined in Section 3(21) of ERISA) of the Plan; and (3) neither the Company nor any fiduciary with respect to the Plan has any knowledge of any facts which could give rise to any such action or claim described in clause (2), above. (h) The Company has no Liability and, to the Knowledge of the Company, there exists no condition or set of circumstances that could give rise to any liability (whether joint or several) (i) for any excise tax imposed by Section 4975, 4976, 4977 or 4979 of the Code, (ii) for a fine under including Section 502 of ERISA4980B thereof, or and (iii) for any liability under Section 4062, 4063, 4064, 4069 or 4201 of ERISA, Section 412(c)(11) of the Code or Section 302(c)(11) of ERISA. (i) All of the Plans listed in Section 2.13(a) of the Company Disclosure Schedule, to the extent applicable, are in compliance with the continuation of group health coverage provisions contained in Section 4980B of the Code and Section 601 through 608 of ERISA. (j) Except as set forth in Section 2.13(j) of the Company Disclosure Schedule, true, correct and complete copies of all documents creating or evidencing any Plan listed in Section 2.13(a) of the Company Disclosure Schedule have been delivered to Purchasers, and true, correct and complete copies of all reports, forms and other documents required to be filed with any governmental entity have been delivered to Purchasers. (k) There are no negotiations, demands or proposals which are pending or have been made which concern matters now covered, or that would be covered, by the type of plans, agreements, arrangements, policies or programs required to be listed in Section 2.13(a) of the Company Disclosure Schedule. (l) All expenses and Liabilities relating to all of the Plans described in Section 2.13(a) of the Company Disclosure Schedule have been, and will on the date of this Agreement be, fully and properly accrued on the books and records of the Company and its subsidiaries and disclosed to Purchasers in accordance with GAAP and in Plan financial statements.)

Benefit Plans; ERISA. (a) Except as set forth in Section 2.13(aSchedule 2.12(a) of the Seller Disclosure Schedule lists all (i) “employee benefit plans” within the meaning of Section 3(3) of ERISA (including any “individual retirement accounts” or “individual retirement annuities” within the meaning of Section 408 of the Code), sponsored by Company Disclosure Schedule, there are no Plans and by each member of any trade or business (whether or not incorporated) that would be treated as defined in Section 9.01) maintained or contributed to by the a single employer with Company under Section 4001 of ERISA or Section 414(b), (c), (m) or (o) of the Code (an “ERISA Affiliate”); (ii) employment agreements, including, but not limited to, any individual benefit arrangement, policy or practice with respect to any current or former employee or director of Company or an ERISA Affiliate, and (iii) other employee benefit, bonus or other incentive compensation, stock option, stock purchase, stock appreciation, severance pay, lay-off or reduction in force, change in control, sick pay, vacation pay, salary continuation, retainer, leave of absence, educational assistance, service award, employee discount, fringe benefit plans, arrangements, policies or practices, whether formal or informal, oral or written, legally binding or not, which the Company or any ERISA Affiliate maintains, to which any of them contributes, or for which any of them has any liabilityobligation or Liability. All such plans, or which cover any employeesagreements, former employeesprograms, directors or former directors of policies and arrangements shall be collectively referred to as the “Company or their beneficiaries or provide benefits to such persons in respect of services provided to the Company. The Company is not, nor has it ever been, a member of a "control group" as such term is defined in Section 4001 (a) (14) of ERISAPlans”. (b) Except as set forth in Section 2.13(b) None of the Company Disclosure Schedule, the Company has never sponsored or contributed to, or had any liability with respect to, a defined benefit pension plan subject to Title IV of ERISA, including a defined benefit pension plan that is a multiemployer plan as described in Section 3(37) of ERISA, or any Plan subject ERISA Affiliate maintains or contributes to Section 302 of ERISA any plan or Section 412 of the Code. other arrangement (cwhether or not such plan or other arrangement constitutes a Company Plan) Except as set forth in Section 2.13(c) of the Company Disclosure Schedule, no employees or former employees of the Company participate in any welfare benefit plan which that provides health benefits to an employee after the employee's ’s termination of employment or retirement except as required under Section 4980B of the Code and Sections 60l 601 through 608 of ERISA or applicable state LawERISA. (dc) Except as set forth in Section 2.13(d(i) of the Company Disclosure Schedule, each Plan which is an "employee benefit plan," as defined in Section 3(3) of has complied with ERISA, has been administered in compliance in all material respects with its terms and the requirements provided by any Code and all statutes, orders or governmental rules or laws and regulations applicable to the Plan, including but not limited to ERISA Company Plans and the Code. Each each Company Plan has been maintained and administered in compliance with its related trust that are terms; and (ii) each Company Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code are does so qualified. Each Plan that qualify. (d) None of the Company Plans is intended a defined benefit plan within the meaning of Section 3(35) of ERISA or a plan subject to provide for the deferral minimum funding standards set forth in Section 302 of incomeERISA and Section 412 of the Code, the reduction and none of salary Company or other compensationany ERISA Affiliate has ever sponsored, maintained or contributed to, or ever been obligated to afford other income tax benefitscontribute to, complies with the requirements of the applicable provisions of the Code and other statutes, orders or governmental rules or regulations to provide any such income tax benefitsplan. (e) None of the Company Plans is a “multiemployer plan” within the meaning of Section 3(37) of ERISA, and Company or any ERISA Affiliate has ever contributed to, or ever been obligated to contribute to, a multiemployer plan. (f) None of the Company Plans is a self-insured employee welfare benefit plan (as defined in Section 3(1) of ERISA), including, without limitation, any such plan pursuant to which a excess loss or reinsurance policy or contract applies. (g) All reports, forms and other documents required to be filed with any governmental government entity or furnished to employees, former employees or beneficiaries with respect to any Company Plan (including without limitation, summary plan descriptions, Forms 5500 and summary annual reports) have been timely filed and furnished and are accurate. (fh) All With respect to the applicable Company Plans, all required contributions or other payments that are due and payable for all periods ending prior to the date of this Agreement Closing Date (including periods from the first day of the current plan year to the date of this AgreementClosing Date) have been made or will have been made by Company prior to the date of this Agreement by the Company in accordance with past practice and the recommended contribution in any applicable actuarial reportClosing Date. (gi) All insurance premiums have been paid in full, subject only to normal retrospective adjustments in the ordinary course, with regard to the applicable Company Plans for plan years ending on or before the Closing Date. (j) With respect to each Plan required to be disclosed in Section 2.13(a) of the Company Disclosure SchedulePlan: (1i) no prohibited transactions (as defined in Section Sections 406 or 407 of ERISA or Section 4975 of the Code) have occurred for which an a statutory exemption is not available; (2ii) no action or claim claims (other than routine claims for benefits made in the ordinary course of Plan plan administration for which Plan plan administrative review procedures have not been exhausted) has been brought, are pending or is pending, or, to the Knowledge of the Company, is threatened or imminent against or with respect to the any Company Plan, any employer who is participating (or who has participated) in the such Company Plan or any fiduciary (as defined in Section 3(21) of ERISA) of the such Company Plan; and; (3iii) neither the Company nor nor, after inquiry by Company of any fiduciary with respect to the Plan of any Company Plan, any fiduciary has any knowledge of any facts which that could give rise to any such action or claim as described in clause subsection (2ii), above.; (hiv) The such Company has no Liability Plan provides that it may be amended or terminated at any time and, to the Knowledge except for benefits protected under Section 411(d) of the CompanyCode, there exists no condition all benefits payable to current or set terminated employees or any beneficiary may be amended or terminated by Company at any time without Liability; (v) none of circumstances that could give rise to Company or any liability ERISA Affiliate has any Liability or is Company or any ERISA Affiliate threatened with any Liability (whether joint or several) (i) for any excise tax imposed by Section Sections 4971, 4975, 4976, 4977 or 4979 of the Code, or (ii) for to a fine under Section 502 of ERISA, or (iii) for any liability under Section 4062, 4063, 4064, 4069 or 4201 of ERISA, Section 412(c)(11) of the Code or Section 302(c)(11) of ERISA.; (ivi) All of the Plans listed in Section 2.13(a) all of the Company Disclosure SchedulePlans, to the extent applicable, are in compliance with the continuation of group health coverage provisions contained in Section 4980B of the Code and Section Sections 601 through 608 of ERISA.; (jvii) Except as set forth in Section 2.13(j) of the Company Disclosure Schedule, true, correct and complete copies of all documents creating or evidencing any Company Plan listed in Section 2.13(a) of the Company Disclosure Schedule have been delivered or made available to PurchasersPurchaser, and true, correct and complete copies of all reports, forms and other documents required to be filed with any governmental entity Governmental or Regulatory Authority Entity or furnished to employees, former employees or beneficiaries (including, without limitation, summary plan descriptions, Forms 5500 and summary annual reports for all plans subject to ERISA, but excluding individual account statements and tax forms) within the past five (5) years of the Effective Date have been delivered to Purchasers. (k) Purchaser. There are no negotiations, demands or proposals which are pending or have been made which concern matters now covered, or that would be covered, by the type of plans, agreements, arrangements, policies or programs agreements required to be listed in Section 2.13(aSchedule 2.12 (a) of the Company Seller Disclosure Schedule.; and (lviii) All all expenses and Liabilities liabilities relating to all of the Company Plans described in Section 2.13(a) of the Company Disclosure Schedule have been, and will on the date of this Agreement be, Closing Date be fully and properly accrued on the books Company’s Books and records of the Company Records and its subsidiaries and disclosed to Purchasers reflected in accordance with GAAP on the Financial Statements and in the applicable Company Plan financial statements. (k) No Company Plan exists that could result in the payment to any present or former employee of Company of any money or other property or accelerate or provide any other rights or benefits to any present or former employee of Company as a result of the transactions contemplated by this Agreement, which payment would constitute a parachute payment within the meaning of Code Section 280G.

Benefit Plans; ERISA. (a) Except as set forth in Section 2.13(a) Schedule 4.12 contains a true and complete list of each of the Company Disclosure ScheduleBenefit Plans, there are no Plans (as defined in Section 9.01) maintained or contributed to by the Company under which the Company has any liability, or which cover any employees, former employees, directors or former directors and identifies each of the Company or their beneficiaries or provide benefits to such persons in respect of services provided to the Company. The Company Benefit Plans that is not, nor has it ever been, a member of a "control group" as such term is defined in Section 4001 (a) (14) of ERISAQualified Plan. (b) Except as set forth disclosed in Section 2.13(bSchedule 4.12, neither VCH nor any Purchased Company maintains or is obligated to provide benefits under any life, medical or health plan (other than as an incidental benefit under a Qualified Plan) which provides benefits to retirees or other terminated employees other than benefit continuation rights under the Consolidated Omnibus Budget Reconciliation Act of the Company Disclosure Schedule1985, the Company has never sponsored or contributed to, or had any liability with respect to, a defined benefit pension plan subject to Title IV of ERISA, including a defined benefit pension plan that is a multiemployer plan as described in Section 3(37) of ERISA, or any Plan subject to Section 302 of ERISA or Section 412 of the Codeamended. (c) Except as set forth disclosed in Schedule 4.12, neither VCH nor any Purchased Company (i) has at any time contributed to any “multiemployer plan,” as that term is defined in Section 2.13(c4001 of ERISA (a “Multiemployer Plan”), or (ii) is controlled by or under common control with any other entity within the meaning of the Company Disclosure ScheduleSection 4001 of ERISA that has at any time contributed to any Multiemployer Plan. And neither VCH nor any Purchased Company, no employees nor any entity controlled by or former employees of the Company participate in under common control with VCH or any welfare benefit plan which provides health benefits to an employee after the employee's termination of employment or retirement except as required Purchased Company, has any actual liability under Section 4980B of the Code and Sections 60l through 608 4201 et seq. of ERISA for either a complete withdrawal or applicable state Lawa partial withdrawal from a Multiemployer Plan. (d) Except as set forth in Section 2.13(d) Each of the Company Disclosure ScheduleBenefit Plans is, each Plan which and its administration is an "employee benefit plan," as defined in Section 3(3) of ERISA, and has been administered since inception, in compliance in all material respects with its terms and the requirements provided by any and all statutesand, orders or governmental rules or regulations applicable to the Planwhere applicable, including but not limited to with ERISA and the Code. Each Plan and its related trust that are intended to qualify under Section 401(a) of the Code and Section 501(a) of the Code are so qualified. Each Plan that is intended to provide for the deferral of income, the reduction of salary or other compensation, or to afford other income tax benefits, complies with the requirements of the applicable provisions of the Code and other statutes, orders or governmental rules or regulations to provide such income tax benefitsin all respects. (e) All reports, forms contributions and other documents payments required to be filed with made by VCH or any governmental entity Purchased Company to any Benefit Plan with respect to any Plan period ending before or on or including the Closing Date have been timely filed made or reserves adequate for such contributions or other payments have been or will be set aside therefor and are accuratehave been or will be reflected in the Financial Statements in accordance with GAAP. (f) All contributions To the Knowledge of Seller, there are no actions, suits or claims pending with respect to any Benefit Plan other payments than routine claims for all periods ending prior to the date of this Agreement (including periods from the first day of the current plan year to the date of this Agreement) have been made prior to the date of this Agreement by the Company in accordance with past practice and the recommended contribution in any applicable actuarial reportbenefits. (g) With respect to each Plan required to be disclosed in Section 2.13(a) Complete and correct copies of the Company Disclosure Schedulefollowing documents have been made available to the Purchaser prior to the execution of this Agreement: (1i) no prohibited transactions each Benefit Plan’s plan documents and amendments and any related trust agreements and insurance contracts; (ii) current summary Plan descriptions (as defined in Section 406 or 407 102(b) of ERISA or Section 4975 ERISA) of the Code) have occurred for which an exemption is not availableeach Benefit Plan subject to ERISA; (2iii) no action or claim Forms 5500 (other than routine claims for benefits made in the ordinary course of past three years) and schedules thereto for each Benefit Plan administration for which Plan administrative review procedures have not been exhaustedsubject to ERISA reporting requirements; and (iv) has been brought, or is pending, or, to the Knowledge most recent determination of the Company, is threatened or imminent against or IRS with respect to the qualified status of each Qualified Plan; and (v) each employment, severance or bonus agreement covering an employee of VCH or any employer who Purchased Company. (h) Each of the Purchased Companies and VCH has made a good faith effort to comply with the reporting and taxation requirements for FICA taxes with respect to any material deferred compensation arrangements under Section 3121(v) of the Code. (i) Except as disclosed on Schedule 4.12, the consummation of the transactions contemplated by the Agreement will not (A) entitle any current or former employee of VCH or any Purchased Company to severance pay, unemployment compensation or any other payment, benefit or award, or (B) accelerate or modify the time of payment or vesting, or increase the amount of any benefit, award or compensation due any such employee. (j) No Benefit Plan is participating (currently under examination or who audit by the Department of Labor, the Internal Revenue Service or the PBGC. Neither VCH nor any Purchased Company has participated) any actual or potential liability arising under Title IV of ERISA as a result of any Benefit Plan that has terminated or is in the process of terminating. (k) With respect to the Benefit Plans, neither VCH nor any Purchased Company and no entity controlled by or under common control with VCH or a Purchased Company within the meaning of Section 4001 of ERISA, has any liability (either directly or as a result of indemnification) for (A) any excise taxes under Section 4971 through Section 4980B, Section 4999 or Section 5000 of the Code or (B) any penalty under Section 502(i), Section 502(l) or Part 5 of Title I. (l) All reports (including but not limited to Form 5500) and filings with governmental agencies (including but not limited to the department of Labor, the Internal Revenue Service, PBGC, and the Securities and Exchange Commission, as applicable) required in connection with each Benefit Plan or have been timely made. (m) Neither VCH nor any fiduciary (Purchased Company, nor any officers, directors, employees or, to Seller’s Knowledge, other “fiduciaries” as that term is defined in Section 3(21) of ERISA of VCH or any Purchased Company, has committed any breach of fiduciary responsibility imposed by ERISA) of the Plan; and (3) neither the Company nor any fiduciary , with respect to the Plan has Benefit Plans which would subject VCH or any knowledge of any facts which could give rise to any such action or claim described in clause (2), above. (h) The Company has no Liability and, to the Knowledge of the Purchased Company, there exists no condition the Purchaser, or set any of circumstances that could give rise their directors, officers or employees to any liability (whether joint or several) (i) for any excise tax imposed by Section 4975, 4976, 4977 or 4979 of the Code, (ii) for a fine under Section 502 of ERISA, or (iii) for any liability under Section 4062, 4063, 4064, 4069 or 4201 of ERISA, Section 412(c)(11) of the Code or Section 302(c)(11) of ERISA. (i) All of the Plans listed in Section 2.13(a) of the Company Disclosure Schedule, to the extent applicable, are in compliance with the continuation of group health coverage provisions contained in Section 4980B of the Code and Section 601 through 608 of ERISA. (j) Except as set forth in Section 2.13(j) of the Company Disclosure Schedule, true, correct and complete copies of all documents creating or evidencing any Plan listed in Section 2.13(a) of the Company Disclosure Schedule have been delivered to Purchasers, and true, correct and complete copies of all reports, forms and other documents required to be filed with any governmental entity have been delivered to Purchasers. (k) There are no negotiations, demands or proposals which are pending or have been made which concern matters now covered, or that would be covered, by the type of plans, agreements, arrangements, policies or programs required to be listed in Section 2.13(a) of the Company Disclosure Schedule. (l) All expenses and Liabilities relating to all of the Plans described in Section 2.13(a) of the Company Disclosure Schedule have been, and will on the date of this Agreement be, fully and properly accrued on the books and records of the Company and its subsidiaries and disclosed to Purchasers in accordance with GAAP and in Plan financial statements.