Common use of Benefits Matters; ERISA Compliance Clause in Contracts

Benefits Matters; ERISA Compliance. (a) The Company has delivered or made available to Parent true and complete copies of (i) all material Company Benefit Plans or, in the case of any unwritten material Company Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be filed with or delivered to any Governmental Entity, if any, in each case, with respect to each material Company Benefit Plan, (iii) each trust, insurance, annuity or other funding Contract relating to any material Company Benefit Plan and (iv) the most recent financial statements and actuarial or other valuation reports for each Company Benefit Plan (if any). For purposes of this Agreement, “Company Benefit Plans” means, collectively (A) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) (“Company Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs or understandings providing compensation or benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors or consultants of the Company or any Company Subsidiary (each a “Company Participant”) and (B) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements between the Company or any Company Subsidiary and any Company Participant. Section 4.10 of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material Company Benefit Plans.

Benefits Matters; ERISA Compliance. (a) The Company has delivered or made available to Parent true and complete copies of (i) all material Company Benefit Plans or, in the case of any unwritten material Company Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be filed with or delivered to any Governmental Entity, if any, in each case, with respect to each material Company Benefit Plan, (iii) each trust, insurance, annuity or other funding Contract relating to any material Company Benefit Plan and (iv) the most recent financial statements and actuarial or other valuation reports for each Company Benefit Plan (if any). For purposes of this Agreement, “Company Benefit Plans” means, collectively (A) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) (“Company Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other material bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs or understandings providing compensation or benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors or consultants of the Company or any Company Subsidiary (each a “Company Participant”) and (B) all material employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements between the Company or any Company Subsidiary and any Company Participant. Section 4.10 of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material Company Benefit Plans.

Benefits Matters; ERISA Compliance. (a) Section 3.14(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list identifying all material Company Benefit Plans. The Company has delivered or made available to Parent true and complete copies copies, to the extent applicable, of (i) all material Company Benefit Plans (or, in for Company Benefit Plans that primarily cover current or former employees, officers or directors of the case Company or any of its Subsidiaries based outside of the United States and/or which are governed by the laws of any unwritten material other jurisdiction outside of the United States (each, an “International Company Benefit Plan”), if there is no written plan, a description written summary thereof, including any amendment thereto), (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be and all schedules thereto filed with or delivered to any Governmental Entity, if any, in each case, the Internal Revenue Service (the “IRS”) with respect to each material Company Benefit Plan, (iii) the most recent summary plan description for each trustCompany Benefit Plan, insurance(iv) each trust agreement, group annuity contract or other funding Contract mechanism relating to any material Company Benefit Plan and Plan, (ivv) the most recent financial statements and actuarial or other valuation reports for each Company Benefit Plan Plan, and (if any)vi) the most recent IRS determination letter or opinion letter upon which the Company may rely regarding its qualified status under the Code in respect of each Company Benefit Plan. For purposes of this Agreement, “Company Benefit Plans” means, collectively (A) all “employee pension benefit plans” (as defined in Section 3(23(3) of ERISA) (“Company Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of whether or not subject to ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangementsprograms, policies, programs agreements or understandings arrangements providing compensation or material benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, or independent contractors or consultants of the Company or any of its Subsidiaries or the beneficiaries or dependents of any such Person as to which the Company Subsidiary or any of its Subsidiaries sponsors, maintains, contributes or is obligated to contribute, or under which the Company or any of its Subsidiaries has or may have any material liability in respect of such Persons (each other than any plan or program maintained by, or required to be established by, a “Governmental Entity to which the Company Participant”or any of its Subsidiaries contribute pursuant to Applicable Laws) and (B) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control control, tax gross-up or termination agreements or arrangements between the Company or any Company Subsidiary of its Subsidiaries and any Company Participant. Section 4.10 current or former directors, officers, employees, or independent contractors of the Company Disclosure Letter contains a true and complete list, as or any of its Subsidiaries under which the date Company or any of this Agreement, of all material Company Benefit Plansits Subsidiaries has or may have any liability.

Benefits Matters; ERISA Compliance. (a) Section 4.11(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list identifying any material Company Benefit Plan. The Company has delivered or made available to Parent true and complete copies of (i) all material Company Benefit Plans or, in the case of any unwritten material Company Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be (other than Schedule SSA thereto) filed with or delivered to any Governmental Entity, if any, in each case, the Internal Revenue Service (the “IRS”) with respect to each material Company Benefit PlanPlan (if any such report was required), (iii) the most recent summary plan description for each trustmaterial Company Benefit Plan for which such summary plan description is required, insurance, (iv) each trust agreement and group annuity or other funding Contract contract relating to any material Company Benefit Plan and (ivv) the most recent financial statements and actuarial or other valuation reports for each Company Benefit Plan (if any). For purposes of this Agreement, “Company Benefit Plans” means, collectively (A) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) the Employee Retirement Income Security Act of 1974, as amended (“Company Pension PlansERISA”)), other than any plan which is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Multiemployer Plan”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs arrangements or understandings providing compensation providing, or designed to provide, material benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors employees or consultants of the Company or any Company Subsidiary (each a “Company Participant”) and (B) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements between the Company or any Company Subsidiary and any Company Participant. Section 4.10 current or former directors, officers, employees or consultants of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material or any Company Benefit PlansSubsidiary.

Benefits Matters; ERISA Compliance. (a) The Company Parent has delivered or made available to Parent the Company true and complete copies of (i) all material Company Parent Benefit Plans or, in the case of any unwritten material Company Parent Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be filed with or delivered to any Governmental Entity, if any, in each case, with respect to each material Company Parent Benefit Plan, (iii) each trust, insurance, annuity or other funding Contract relating to any material Company Parent Benefit Plan and (iv) the most recent financial statements and actuarial or other valuation reports for each Company Parent Benefit Plan (if any). For purposes of this Agreement, “Company Parent Benefit Plans” means, collectively (A) all “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (“Company Parent Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other material bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs or understandings providing compensation or benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the CompanyParent, any Company Parent Subsidiary or any other person or entity that, together with the Company Parent is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Parent Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors or consultants of the Company Parent or any Company Parent Subsidiary (each each, a “Company Parent Participant”) and (B) all material employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements between the Company Parent or any Company Parent Subsidiary and any Company Parent Participant. Section 4.10 of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material Company Benefit Plans.

Benefits Matters; ERISA Compliance. (a) The Company Black & Decker has delivered or made available to Parent Stanley true and complete copies of (i) all material Company Black & Decker Benefit Plans or, in the case of any unwritten material Company Black & Decker Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be filed with or delivered to any Governmental Entity, if any, in each case, with respect to each material Company Black & Decker Benefit Plan, (iii) each trust, insurance, annuity or other funding Contract relating to any material Company Black & Decker Benefit Plan and (iv) the most recent financial statements and actuarial or other valuation reports for each Company Black & Decker Benefit Plan (if any). For purposes of this Agreement, “Company Black & Decker Benefit Plans” means, collectively (A) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) (“Company Black & Decker Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other material bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs or understandings providing compensation or benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the CompanyBlack & Decker, any Company Black & Decker Subsidiary or any other person or entity that, together with the Company Black & Decker is treated as a single employer under Section 414(b), (c), (m) or (o) 414 of the Code (each, a “Company Black & Decker Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors or consultants of the Company Black & Decker or any Company Black & Decker Subsidiary (each a “Company Participant”) and (B) all material employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements (including collective bargaining agreements) between the Company Black & Decker or any Company Black & Decker Subsidiary and any Company Participant. Section 4.10 current or former directors, officers, employees, independent contractors or consultants of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material Company Benefit PlansBlack & Decker or any Black & Decker Subsidiary.

Benefits Matters; ERISA Compliance. (a) The Company Section 3.10 of the CenturyLink Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list identifying any CenturyLink Benefit Plan. CenturyLink has delivered or made available to Parent Qwest true and complete copies of (i) all material Company CenturyLink Benefit Plans or, in the case of any unwritten material Company CenturyLink Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be (other than Schedule SSA thereto) filed with or delivered to any Governmental Entity, if any, in each case, the Internal Revenue Service (the “IRS”) with respect to each material Company CenturyLink Benefit PlanPlan (if any such report was required), (iii) the most recent summary plan description for each trustmaterial CenturyLink Benefit Plan for which such summary plan description is required, insurance, (iv) each trust agreement and group annuity or other funding Contract contract relating to any material Company CenturyLink Benefit Plan and (ivv) the most recent financial statements and actuarial or other valuation reports for each Company CenturyLink Benefit Plan (if any). For purposes of this Agreement, “Company CenturyLink Benefit Plans” means, collectively (Ai) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) the Employee Retirement Income Security Act of 1974, as amended (“Company Pension PlansERISA”)), other than any plan which is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “CenturyLink Multiemployer Plan”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs arrangements or understandings providing compensation providing, or designed to provide, material benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors employees or consultants of the Company CenturyLink or any Company CenturyLink Subsidiary (each a “Company Participant”) and (Bii) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements (including collective bargaining agreements) between the Company CenturyLink or any Company CenturyLink Subsidiary and any Company Participant. Section 4.10 current or former directors, officers, employees or consultants of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material Company Benefit PlansCenturyLink or any CenturyLink Subsidiary.

Benefits Matters; ERISA Compliance. (a) The Company Section 3.10 of the Cedar Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list identifying any Cedar Benefit Plan. Cedar has delivered or made available to Parent Pine true and complete copies of (i) all material Company Cedar Benefit Plans or, in the case of any unwritten material Company Cedar Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be (other than Schedule SSA thereto) filed with or delivered to any Governmental Entity, if any, in each case, the Internal Revenue Service (the “IRS”) with respect to each material Company Cedar Benefit PlanPlan (if any such report was required), (iii) the most recent summary plan description for each trustmaterial Cedar Benefit Plan for which such summary plan description is required, insurance, (iv) each trust agreement and group annuity or other funding Contract contract relating to any material Company Cedar Benefit Plan and (ivv) the most recent financial statements and actuarial or other valuation reports for each Company Cedar Benefit Plan (if any). For purposes of this Agreement, “Company Cedar Benefit Plans” means, collectively (Ai) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) the Employee Retirement Income Security Act of 1974, as amended (“Company Pension PlansERISA”)), other than any plan which is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Cedar Multiemployer Plan”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs arrangements or understandings providing compensation providing, or designed to provide, material benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors employees or consultants of the Company Cedar or any Company Cedar Subsidiary (each a “Company Participant”) and (Bii) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements (including collective bargaining agreements) between the Company Cedar or any Company Cedar Subsidiary and any Company Participant. Section 4.10 current or former directors, officers, employees or consultants of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material Company Benefit PlansCedar or any Cedar Subsidiary.

Benefits Matters; ERISA Compliance. (a) The Section 3.10(a) of the Company has delivered or made available to Parent true Disclosure Letter sets forth, as of the date of this Agreement, a complete and complete copies of (i) correct list identifying all material Company Benefit Plans other than any immaterial consulting agreements. The Company has made available to Parent true, correct and complete copies, to the extent applicable, of (i) the plan document or, in the case with respect to unwritten plans, a written description of any unwritten all material Company Benefit Plan, a description thereof, including any amendment theretoPlans, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be and all schedules thereto filed with or delivered to any Governmental Entity, if any, in each case, the Internal Revenue Service (the “IRS”) with respect to each material Company Benefit Plan, (iii) the most recent summary plan description for each trustmaterial Company Benefit Plan, insurance(iv) each trust agreement, group annuity contract or other funding Contract mechanism relating to any material Company Benefit Plan and Plan, (ivv) the most recent financial statements and actuarial or other valuation reports for each material Company Benefit Plan Plan, (if any)vi) the most recent IRS determination letter or opinion letter in respect of each material Company Benefit Plan, and (vii) the most recent nondiscrimination or compliance testing report for each material Company Benefit Plan. For purposes of this Agreement, “Company Benefit Plans” means, collectively (A) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) (“Company Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(13(3) of ERISA) and all other material bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, stock purchase, stock option, restricted stock, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical paid time off, medical, fringe benefit or other material compensation or benefit plans, arrangements, policies, programs or understandings providing compensation arrangements providing, or designed to provide, benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors officers or consultants employees of the Company or any of its Subsidiaries, or otherwise with respect to which the Company Subsidiary (each a “Company Participant”) or any of its Subsidiaries has or could reasonably expect to have liability and (B) all employment, material consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnificationseparation, severance, retention, change of control or termination agreements or arrangements between the Company or any Company Subsidiary of its Subsidiaries and any Company Participant. Section 4.10 current or former directors, officers, independent contractors or employees of the Company Disclosure Letter contains a true and complete list, as or any of the date of this Agreement, of all material Company Benefit Plansits Subsidiaries.

Benefits Matters; ERISA Compliance. (a) Section 3.10(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list identifying all material Company Benefit Plans. Section 3.10(a) of the Company Disclosure Letter separately identifies each material Company Benefit Plan sponsored directly by the Company (i.e. are not sponsored by Company’s parent or other affiliate). The Company has delivered or made available to Parent true and complete copies copies, to the extent applicable, of (i) all material Company Benefit Plans or, in the case of any unwritten material Company Benefit Plan, a description thereof, including any amendment theretoPlans, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be and all schedules thereto filed with the Internal Revenue Service (the “IRS”) or delivered to any Governmental Entity, if any, in each case, Department of Labor (the “DOL”) with respect to each material Company Benefit Plan, (iii) the most recent summary plan description for each trustCompany Benefit Plan, insurance(iv) each trust agreement, group annuity contract or other funding Contract mechanism relating to any material Company Benefit Plan and Plan, (ivv) the most recent financial statements and actuarial or other valuation reports for each Company Benefit Plan Plan, and (if any)vi) the most recent IRS determination letter or opinion letter in respect of each Company Benefit Plan. For purposes of this Agreement, “Company Benefit Plans” means, collectively (A) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) (“Company Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(13(3) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs or understandings providing compensation arrangements providing, or designed to provide, material benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, retiree, leased employee or independent contractors or consultants contractor of the Company or any Company Subsidiary (each a “Company Participant”) of its Subsidiaries and (B) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements between the Company or any Company Subsidiary of its Subsidiaries and any Company Participant. Section 4.10 current or former directors, officers, employees, retirees or independent contractors of the Company Disclosure Letter contains a true and complete list, as or any of the date of this Agreement, of all material Company Benefit Plansits Subsidiaries.

Benefits Matters; ERISA Compliance. (a) The Company Xxxxxxx has delivered or made available to Parent Black & Xxxxxx true and complete copies of (i) all material Company Xxxxxxx Benefit Plans or, in the case of any unwritten material Company Xxxxxxx Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be filed with or delivered to any Governmental Entity, if any, in each case, with respect to each material Company Xxxxxxx Benefit Plan, (iii) each trust, insurance, annuity or other funding Contract relating to any material Company Xxxxxxx Benefit Plan and (iv) the most recent financial statements and actuarial or other valuation reports for each Company Xxxxxxx Benefit Plan (if any). For purposes of this Agreement, “Company Xxxxxxx Benefit Plans” means, collectively (A) all “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (“Company Xxxxxxx Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other material bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs or understandings providing compensation or benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the CompanyXxxxxxx, any Company Xxxxxxx Subsidiary or any other person or entity that, together with the Company Xxxxxxx is treated as a single employer under Section 414(b), (c), (m) or (o) 414 of the Code (each, a “Company Xxxxxxx Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors or consultants of the Company Xxxxxxx or any Company Xxxxxxx Subsidiary (each a “Company Participant”) and (B) all material employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements (including collective bargaining agreements) between the Company Xxxxxxx or any Company Xxxxxxx Subsidiary and any Company Participant. Section 4.10 current or former directors, officers, employees, independent contractors or consultants of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material Company Benefit PlansXxxxxxx or any Xxxxxxx Subsidiary.

Benefits Matters; ERISA Compliance. (a) Section 3.14(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list identifying all material Company Benefit Plans (Company Benefit Plans designated with an “*” are sponsored or maintained solely for the benefit of current or former service providers of the Life Sciences Business). The Company has delivered or made available to Parent true and complete copies copies, to the extent applicable, of (i) all material Company Benefit Plans or, in the case of any unwritten material Company Benefit Plan, a description thereof, including any amendment theretoPlans, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be and all schedules thereto filed with or delivered to any Governmental Entity, if any, in each case, the Internal Revenue Service (the “IRS”) with respect to each material Company Benefit Plan, (iii) the most recent summary plan description for each trustCompany Benefit Plan, insurance(iv) each trust agreement, group annuity contract or other funding Contract mechanism relating to any material Company Benefit Plan and Plan, (ivv) the most recent financial statements and actuarial or other valuation reports for each Company Benefit Plan Plan, and (if any)vi) the most recent IRS determination letter or opinion letter in respect of each Company Benefit Plan. For purposes of this Agreement, “Company Benefit Plans” means, collectively (A) all “employee pension benefit plans” (as defined in Section 3(23(3) of ERISA) (“Company Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of whether or not subject to ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangementsprograms, policiesagreements or arrangements providing, programs or understandings providing compensation or designed to provide, material benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors or consultants of the Company or any of its Subsidiaries or the beneficiaries or dependents of any such Person or as to which the Company Subsidiary (each a “or any of its Subsidiaries sponsors, maintains, contributes or is obligated to contribute, or under which the Company Participant”) or any of its Subsidiaries has or may have any liability and (B) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control control, tax gross-up or termination agreements or arrangements between the Company or any Company Subsidiary of its Subsidiaries and any Company Participant. Section 4.10 current or former directors, officers, employees, or consultants of the Company Disclosure Letter contains a true and complete list, as or any of its Subsidiaries under which the date Company or any of this Agreement, of all material Company Benefit Plansits Subsidiaries has or may have any liability.

Benefits Matters; ERISA Compliance. (a) The Company Section 4.10(a) of the Qwest Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list identifying any Qwest Benefit Plan. Qwest has delivered or made available to Parent CenturyLink true and complete copies of (i) all material Company Qwest Benefit Plans or, in the case of any unwritten material Company Qwest Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be (other than Schedule SSA thereto) filed with or delivered to any Governmental Entity, if any, in each case, the IRS with respect to each material Company Qwest Benefit PlanPlan (if any such report was required), (iii) the most recent summary plan description for each trustmaterial Qwest Benefit Plan for which such summary plan description is required, insurance, (iv) each trust agreement and group annuity or other funding Contract contract relating to any material Company Qwest Benefit Plan and (ivv) the most recent financial statements and actuarial or other valuation reports for each Company Qwest Benefit Plan (if any). For purposes of this Agreement, “Company Qwest Benefit Plans” means, collectively (Ai) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA), other than any plan which is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Company Pension PlansQwest Multiemployer Plan”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs arrangements or understandings providing compensation providing, or designed to provide, material benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors employees or consultants of the Company Qwest or any Company Qwest Subsidiary (each a “Company Participant”) and (Bii) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements (including collective bargaining agreements) between the Company Qwest or any Company Qwest Subsidiary and any Company Participant. Section 4.10 current or former directors, officers, employees or consultants of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material Company Benefit PlansQwest or any Qwest Subsidiary.

Benefits Matters; ERISA Compliance. (a) The Company 4.9.1. Stratasys Disclosure Schedule 4.9 sets forth, as of the date of this Agreement, a complete and correct list identifying any Stratasys Benefit Plan. Stratasys has delivered or made available to Parent Objet true and complete copies of (i) all material Company Stratasys Benefit Plans (and amendments thereto) or, in the case of any unwritten material Company Stratasys Benefit Plan, a written description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be filed with or delivered to any Governmental Entity, if any, in each case, the U.S. Department of Labor with respect to each material Company Stratasys Benefit PlanPlan (if any such report was required), (iii) the most recent summary plan description for each trustmaterial Stratasys Benefit Plan for which such summary plan description is required, insurance(iv) each trust agreement, group annuity contract or other funding Contract vehicle relating to any material Company Stratasys Benefit Plan and (ivv) the most recent financial statements and actuarial or other valuation reports for each Company Stratasys Benefit Plan (if any). For purposes of this Agreement, “Company Stratasys Benefit Plans” means, collectively collectively, but excluding any Stratasys Foreign Benefit Plan, (A) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) (“Company Pension Plans”), other than any plan which is a Multiemployer Plan, “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs arrangements or understandings providing compensation or benefits (other than foreign or domestic statutory programs)understandings, in each case, case that are sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary Stratasys or any other person Stratasys Subsidiary, providing, or entity thatdesigned to provide, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of material benefits to any current or former directors, officers, employees, independent contractors employees or consultants of the Company Stratasys or any Company Stratasys Subsidiary (each a “Company Participant”) or any spouse or dependent of any of the foregoing and (B) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements (including collective bargaining agreements) between the Company Stratasys or any Company Stratasys Subsidiary on the one hand and any Company Participant. Section 4.10 current or former directors, officers, employees or consultants of Stratasys or any Stratasys Subsidiary on the Company Disclosure Letter contains a true other hand, pursuant to which Stratasys or any Stratasys Subsidiary has any material obligations or liability, and complete list, as excluding the payment of the date of this Agreement, of all material Company Benefit Plansregular salary and wages.

Benefits Matters; ERISA Compliance. (a) The Company Ticketmaster Disclosure Schedule 4.10 sets forth, as of the date of this Agreement, a complete and correct list identifying any Ticketmaster Benefit Plan. Ticketmaster has delivered or made available to Parent Live Nation true and complete copies of (i) all material Company Ticketmaster Benefit Plans (and amendments thereto) or, in the case of any unwritten material Company Ticketmaster Benefit Plan, a written description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be filed with or delivered to any Governmental Entity, if any, in each case, the U.S. Department of Labor with respect to each material Company Ticketmaster Benefit PlanPlan (if any such report was required), (iii) the most recent summary plan description for each trustmaterial Ticketmaster Benefit Plan for which such summary plan description is required, insurance(iv) each trust agreement, group annuity contract or other funding Contract vehicle relating to any material Company Ticketmaster Benefit Plan and (ivv) the most recent financial statements and actuarial or other valuation reports for each Company Ticketmaster Benefit Plan (if any). For purposes of this Agreement, “Company "Ticketmaster Benefit Plans” " means, collectively collectively, but excluding any Ticketmaster Foreign Benefit Plan, (A) all “"employee pension benefit plans” " (as defined in Section 3(2) of ERISA) (“Company Pension Plans”), “other than any plan which is a Multiemployer Plan, "employee welfare benefit plans” " (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs arrangements or understandings providing compensation or benefits (other than foreign or domestic statutory programs)understandings, in each case, case that are sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary Ticketmaster or any other person Ticketmaster Subsidiary, providing, or entity thatdesigned to provide, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of material benefits to any current or former directors, officers, employees, independent contractors employees or consultants of the Company Ticketmaster or any Company Ticketmaster Subsidiary (each a “Company Participant”) or any spouse or dependent of any of the foregoing and (B) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements (including collective bargaining agreements) between the Company Ticketmaster or any Company Ticketmaster Subsidiary on the one hand and any Company Participant. Section 4.10 current or former directors, officers, employees or consultants of Ticketmaster or any Ticketmaster Subsidiary on the other hand. (b) All Ticketmaster Benefit Plans which are intended to be qualified and exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Company Disclosure Letter contains Code, have been the subject of, have timely applied for, have not yet become eligible to apply for, or are entitled to rely on (as applicable) determination or opinion letters from the IRS to the effect that such Ticketmaster Benefit Plans and the trusts created thereunder are so qualified and tax-exempt, and no such determination or opinion letter has been revoked nor, to the Knowledge of Ticketmaster, has revocation been threatened, nor has any such Ticketmaster Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification or reliance on an opinion letter or materially increase its costs. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a true and complete listTicketmaster Material Adverse Effect: (i) no Ticketmaster Benefit Plan is subject to Title IV of ERISA, as Section 302 of ERISA, Section 412 of the date Code or Section 4971 of the Code, and neither Ticketmaster nor any ERISA Affiliate of Ticketmaster has, during the past six years, sponsored, maintained, participated in, contributed to, or had any obligation to participate in or contribute to any plan that is subject to Title IV of ERISA, Section 302 of ERISA, Section 412 of the Code or Section 4971 of the Code, (ii) none of Ticketmaster, any Ticketmaster Subsidiary, any officer of Ticketmaster or any Ticketmaster Subsidiary or any of the Ticketmaster Benefit Plans which are subject to ERISA, any trust created thereunder or, to the Knowledge of Ticketmaster, any fiduciary or administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility that could subject Ticketmaster, any Ticketmaster Subsidiary or any officer of Ticketmaster or any Ticketmaster Subsidiary to the Tax or penalty on prohibited transactions imposed by the Code, ERISA or other applicable Law, (iii) no Ticketmaster Benefit Plans that are "employee pension benefit plans" (as defined in Section 3(2) of ERISA) or trusts associated therewith have been terminated during the past six years, nor is there any intention or expectation to terminate any such Ticketmaster Benefit Plans or trusts, (iv) no Ticketmaster Benefit Plans or trusts are the subject of any proceeding by any Person, including any Governmental Entity, that could be reasonably expected to result in a termination of any Ticketmaster Benefit Plan or trust, and (v) neither Ticketmaster nor any ERISA Affiliate of Ticketmaster has, or within the past six years had, contributed to, been required to contribute to, or has any liability (including "withdrawal liability" within the meaning of Title IV of ERISA), whether actual or contingent, with respect to, any Multiemployer Plan, any "multiple employer plan" (within the meaning of Section 413(c) of the Code) or any multi-employer welfare arrangement (within the meaning of Section 3(40) of ERISA). (d) With respect to each Ticketmaster Benefit Plan that is an "employee welfare benefit plan" (within the meaning of Section 3(1) of ERISA), such Ticketmaster Benefit Plan (including any Ticketmaster Benefit Plan covering retirees or other former employees) may be amended to reduce benefits or limit the liability of Ticketmaster or the Ticketmaster Subsidiaries or terminated, in each case, without material liability to Ticketmaster and the Ticketmaster Subsidiaries on or at any time after the Effective Time. (e) No Ticketmaster Benefit Plan provides health, medical or other welfare benefits or insurance after retirement or other termination of employment (other than for continuation coverage required under Section 4980(B)(f) of the Code or other applicable Law). (f) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Ticketmaster Material Adverse Effect, (i) each Ticketmaster Benefit Plan and its related trust, insurance contract or other funding vehicle has been administered in accordance with its terms and is in compliance with ERISA, the Code and all other Laws applicable to such Ticketmaster Benefit Plan and (ii) Ticketmaster and each of the Ticketmaster Subsidiaries is in compliance with ERISA, the Code and all other Laws applicable to the Ticketmaster Benefit Plans. (g) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Ticketmaster Material Adverse Effect, there are no pending or, to the Knowledge of Ticketmaster, threatened claims by or on behalf of any participant in any of the Ticketmaster Benefit Plans, or otherwise involving any such Ticketmaster Benefit Plan or the assets of any Ticketmaster Benefit Plan, other than routine claims for benefits. (h) Except as set forth on Ticketmaster Disclosure Schedule 4.10, none of the execution and delivery of this Agreement, the obtaining of the Ticketmaster Stockholder Approval or the consummation of the Merger or any other transaction contemplated by this Agreement (alone or in conjunction with any other event, including any termination of employment on or following the Effective Time) will (A) entitle any current or former director, officer, employee or consultant of Ticketmaster or any of the Ticketmaster Subsidiaries to any compensation or benefit (other than severance or termination benefits that would become payable without regard to, and would not be enhanced by, the foregoing events), (B) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits or trigger any other material obligation under any Ticketmaster Benefit Plan (other than severance or termination benefits that would become payable without regard to, and would not be enhanced by, the foregoing events), (C) result in any breach or violation of, default under or limit Ticketmaster's right to amend, modify or terminate any Ticketmaster Benefit Plan, or (D) result in the receipt of any amount (whether in cash, property, the vesting of property or otherwise) by any stockholder, employee, officer, director or other service provider of Ticketmaster or any Ticketmaster Subsidiary who is a "disqualified individual" (as such term is defined in Treasury Regulation section 1.280G-1), in any case, that could reasonably be characterized as an "excess parachute payment" (as defined in Section 280G(b)(1) of the Code) that would result in any imposition of any excise tax under Section 4999 of the Code. (i) No disallowance of a deduction under Section 162(m) or 280G of the Code for any amount paid or payable by Ticketmaster or any Ticketmaster Subsidiary as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, individually or in the aggregate, has had or would reasonably be expected to have a Ticketmaster Material Adverse Effect. (j) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Ticketmaster Material Adverse Effect, each Ticketmaster Benefit Plan that provides for "nonqualified deferred compensation" within the meaning of Section 409A(d)(1) of the Code, and any award thereunder, in each case that is subject to Section 409A of the Code, (i) has been operated in compliance in all material Company respects with Section 409A of the Code since January 1, 2005, based upon a good faith, reasonable interpretation of Section 409A of the Code and the final Treasury Regulations issued thereunder and all subsequent IRS Notices and other interim guidance on Section 409A of the Code and (ii) has been maintained in compliance with Section 409A of the Code and the final Treasury Regulations issued thereunder and all subsequent IRS Notices and other interim guidance on Section 409A of the Code since January 1, 2009. (k) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Ticketmaster Material Adverse Effect, all contributions required to be made by Ticketmaster or any Ticketmaster Subsidiary to any Ticketmaster Benefit Plan by applicable Law, regulation, any plan document or other contractual undertaking, and all premiums due or payable by Ticketmaster or any Ticketmaster Subsidiary with respect to insurance policies funding any Ticketmaster Benefit Plan, for any period through the date hereof have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the financial statements set forth in the Ticketmaster SEC Documents. Each Ticketmaster Benefit Plan that is an employee welfare benefit plan under Section 3(1) of ERISA either (i) is funded through an insurance company contract and is not a "welfare benefit fund" within the meaning of Section 419 of the Code or (ii) is unfunded. (l) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Ticketmaster Material Adverse Effect, all Ticketmaster Foreign Benefit Plans (i) have been maintained in accordance with all applicable requirements, (ii) if they are intended to qualify for special tax treatment, meet all the requirements for such treatment, and (iii) if they are required to be funded and/or book-reserved, are funded and/or book reserved to the extent required by applicable law, as appropriate, based upon reasonable actuarial assumptions. "Ticketmaster Foreign Benefit Plans" means each plan, program or contract that is subject to or governed by the laws of any jurisdiction other than the United States, and which would have been treated as a Ticketmaster Benefit Plan had it been a United States plan, program or contract.

Benefits Matters; ERISA Compliance. (a) Section 4.12(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list identifying all material Company Benefit Plans. The Company has delivered or made available to Parent true and complete copies of (i) all material Company Benefit Plans or, in the case of any unwritten material Company Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 (or such similar report, statement or information return required to be filing under applicable Law) filed with or delivered to any Governmental Entity, if any, in each case, with respect to each material Company Benefit PlanPlan (if any such report was required), (iii) the most recent summary plan description for each trustmaterial Company Benefit Plan for which such summary plan description is required, insurance(iv) the most recent summary annual report or funding notice for any material Company Benefit Plan for which a summary annual report or funding notice is required to be provided to participants, (v) each other material employee notice provided with respect to a material Company Benefit Plan during this calendar year or any of the preceding three calendar years, including any notice required under Section 401(k)(12) of the Code, (vi) the current employee handbook and any other document containing a description of any material Company Benefit Plan, (vii) the current trust agreement, group annuity contract or other funding Contract mechanism relating to any material Company Benefit Plan and Plan, (ivviii) the most recent financial statements and actuarial or other valuation reports for each material Company Benefit Plan (if any), and (ix) all determination letters, opinion letters, information letters or advisory opinions in respect of each material Company Benefit Plan issued by the IRS, the United States Department of Labor or the Pension Benefit Guaranty Corporation (the “PBGC”) during this calendar year or any of the preceding three calendar years. For purposes of this Agreement, “Company Benefit Plans” means, collectively (A) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) (“Company Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs policies or understandings providing compensation providing, or designed to provide, material benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors employees or consultants of the Company or any Company Subsidiary (each a “or with respect to which the Company Participant”) or any Company Subsidiary has any current or contingent liability, and (B) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements (including Collective Bargaining Agreements) between the Company or any Company Subsidiary and any Company Participant. Section 4.10 current or former directors, officers, employees, agents or consultants of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material or any Company Benefit PlansSubsidiary.

Benefits Matters; ERISA Compliance. (a) The Company Section 3.10 of the Parent Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list identifying any Parent Benefit Plan. Parent has delivered or made available to Parent the Company true and complete copies of (i) all material Company Parent Benefit Plans or, in the case of any unwritten material Company Parent Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be (other than Schedule SSA thereto) filed with or delivered to any Governmental Entity, if any, in each case, the Internal Revenue Service (the “IRS”) with respect to each material Company Parent Benefit PlanPlan (if any such report was required), (iii) the most recent summary plan description for each trustmaterial Parent Benefit Plan for which such summary plan description is required, insurance, (iv) each trust agreement and group annuity or other funding Contract contract relating to any material Company Parent Benefit Plan and (ivv) the most recent financial statements and actuarial or other valuation reports for each Company Parent Benefit Plan (if any). For purposes of this Agreement, “Company Parent Benefit Plans” means, collectively (Ai) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) the Employee Retirement Income Security Act of 1974, as amended (“Company Pension PlansERISA”), other than any plan which is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Parent Multiemployer Plan”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs arrangements or understandings providing compensation providing, or designed to provide, material benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors employees or consultants of the Company Parent or any Company Parent Subsidiary (each a “Company Participant”) and (Bii) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements (including collective bargaining agreements) between the Company Parent or any Company Parent Subsidiary and any Company Participant. Section 4.10 current or former directors, officers, employees or consultants of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material Company Benefit PlansParent or any Parent Subsidiary.

Benefits Matters; ERISA Compliance. (a) Section 4.10(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list identifying any Company Benefit Plan. The Company has delivered or made available to Parent true and complete copies of (i) all material the Company Benefit Plans or, in the case of any unwritten material the Company Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be (other than Schedule SSA thereto) filed with or delivered to any Governmental Entity, if any, in each case, the IRS with respect to each material the Company Benefit PlanPlan (if any such report was required), (iii) the most recent summary plan description for each trustmaterial the Company Benefit Plan for which such summary plan description is required, insurance, (iv) each trust agreement and group annuity or other funding Contract contract relating to any material the Company Benefit Plan and (ivv) the most recent financial statements and actuarial or other valuation reports for each Company Benefit Plan (if any). For purposes of this Agreement, “Company Benefit Plans” means, collectively (Ai) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA), other than any plan which is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Company Pension PlansMultiemployer Plan”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs arrangements or understandings providing compensation providing, or designed to provide, material benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors employees or consultants of the Company or any Company Subsidiary (each a “Company Participant”) and (Bii) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements (including collective bargaining agreements) between the Company or any Company Subsidiary and any Company Participant. Section 4.10 current or former directors, officers, employees or consultants of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material or any Company Benefit PlansSubsidiary.

Benefits Matters; ERISA Compliance. (a) The Section 4.10(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list of all Company Benefit Plans. With respect to each Company Benefit Plan, the Company has delivered or made available to Parent true and complete copies copies, to the extent applicable, of (i) the material documents evidencing such plan, including all amendments, or, if not written, a summary of all material Company Benefit Plans or, in the case of any unwritten material Company Benefit Plan, a description thereof, including any amendment thereto, terms; (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be filed with or delivered to any Governmental Entity, if any, in each case, with respect to each material Company Benefit Plan, summary plan description; (iii) each trust, insurance, annuity the current determination or other funding Contract relating to any material Company Benefit Plan opinion letter issued by the IRS; and (iv) all material correspondence with any Governmental Entity with respect to such plan in the most recent financial statements and actuarial or other valuation reports for each Company Benefit Plan preceding two (if any)2) years. For purposes of this Agreement, “Company Benefit PlansPlan” means, collectively (A) all means any “employee pension benefit plansplan” (as defined in Section 3(2) of ERISA) (“Company Pension Plans”, whether or not subject to ERISA), “employee welfare benefit plansplan” (as defined in Section 3(1) of ERISA, whether or not subject to ERISA) and all or any other employment, consulting, independent contractor, bonus, commission, royalty, incentive compensation, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, termination pay, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical medical, vacation or other material compensation paid time-off, fringe benefit or benefit planssimilar plan, arrangementsprogram, policiespolicy, programs arrangement, contract or understandings providing compensation or benefits (other than foreign or domestic statutory programs)understanding, including, in each case, any related trust or funding mechanism, and in each case that is sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, Company or any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors or consultants of respect to which the Company or any Company Subsidiary (each a “Company Participant”) and (B) all employment, consulting, bonus, incentive compensation, deferred compensation, equity has or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements between the Company or may have any Company Subsidiary and any Company Participantliability. Section 4.10 of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material No Company Benefit PlansPlan is subject to the Laws of any jurisdiction other than the United States.

Benefits Matters; ERISA Compliance. (a) The Section 3.14(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true, complete and correct list identifying all material Company Benefit Plans. With respect to Company Benefit Plans solely sponsored by Victory Packaging L.P. or with respect to which Victory Packaging L.P. is the sole party among the Company and its Subsidiaries (collectively, the “Victory Benefit Plans”), as of the date of this Agreement such list need only be true, complete and correct, to the Knowledge of the Company; provided, that a true, complete and correct list of all Victory Benefit Plans is provided to Parent no later than 30 calendar days after the date of this Agreement. Prior to the date of this Agreement (or, with respect to Victory Benefit Plans, no later than 30 calendar days after the date of this Agreement), the Company has delivered or made available to Parent true true, complete and complete copies of correct copies, to the extent applicable, of, with respect to each Company Benefit Plan described in the two immediately preceding sentences, (i) all such material Company Benefit Plans or, in the case of any unwritten material Company Benefit Plan, (or a written description thereof), including any amendment amendments thereto, (ii) the most recent annual report on Form 5500 or summary plan description for each such similar report, statement or information return required to be filed with or delivered to any Governmental Entity, if any, in each case, with respect to each material Company Benefit Plan, and all material modifications thereof, (iii) each trusttrust agreement, insurance, group annuity contract or other funding Contract mechanism relating to any material such Company Benefit Plan and Plan, (iv) the most recent financial statements and actuarial or other valuation reports for each such Company Benefit Plan, (v) the most recent IRS determination letter or opinion letter or confirmation of the status for tax purposes in respect of each such Company Benefit Plan and (if any)vi) all material correspondence to or from any Governmental Entity during the last three years with respect to any such Company Benefit Plan. For purposes of this Agreement, “Company Benefit Plans” means, collectively (A) all “employee pension benefit plans” (as defined in Section 3(23(3) of ERISA) (“Company Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of whether or not subject to ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs or understandings providing arrangements that the Company or any of its Subsidiaries sponsors, contributes to or maintains, or is required to sponsor, contribute to or maintain, that provides, or is designed to provide, compensation or benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employeesmanaging directors, employees or independent contractors or consultants of the Company or any Company Subsidiary of its Subsidiaries (each a collectively, “Company ParticipantPersonnel”) and (B) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control control, termination or termination other agreements or arrangements between the Company or any Company Subsidiary of its Subsidiaries and any Company ParticipantPersonnel. Section 4.10 of the Company Disclosure Letter contains a true and complete list, as As of the date of this Agreementhereof, of all no announcement has been made to establish or amend any material Company Benefit PlansPlan or any other plan, program, agreement or arrangement that would be a material Company Benefit Plan following such action.

Benefits Matters; ERISA Compliance. (a) Section 4.10(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list identifying all material Company Benefit Plans. The Company has delivered or made available to Parent true and complete copies of (i) all material Company Benefit Plans or, in the case of any unwritten material Company Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 (or such similar report, statement or information return required to be filing under applicable Law) (other than Schedule SSA thereto) filed with or delivered to any Governmental Entity, if any, in each case, the Internal Revenue Service (the "IRS") with respect to each material Company Benefit PlanPlan (if any such report was required), (iii) the most recent summary plan description for each trustmaterial Company Benefit Plan for which such summary plan description is required, insurance(iv) each trust agreement, group annuity contract or other funding Contract mechanism relating to any material Company Benefit Plan and Plan, (ivv) the most recent financial statements and actuarial or other valuation reports for each material Company Benefit Plan (if any), and (vi) all determination letters, opinion letters, information letters or advisory opinions in respect of each material Company Benefit Plan issued by the IRS, the United States Department of Labor or the Pension Benefit Guaranty Corporation (the "PBGC") during this calendar year or any of the preceding three calendar years. For purposes of this Agreement, “"Company Benefit Plans” " means, collectively (A) all “"employee pension benefit plans” " (as defined in Section 3(2) of ERISA) (“Company Pension Plans”), “"employee welfare benefit plans” " (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs arrangements or understandings providing compensation providing, or designed to provide, material benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors employees or consultants of the Company or any Company Subsidiary (each a “Company Participant”) and (B) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements (including Collective Bargaining Agreements) between the Company or any Company Subsidiary and any Company Participant. Section 4.10 current or former directors, officers, employees, agents or consultants of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material or any Company Benefit PlansSubsidiary.

Benefits Matters; ERISA Compliance. (a) Section 4.11(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list identifying any material Company Benefit Plan. The Company has delivered or made available to Parent true and complete copies of (i) all material Company Benefit Plans or, in the case of any unwritten material Company Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be (other than Schedule SSA thereto) filed with or delivered to any Governmental Entity, if any, in each case, the Internal Revenue Service (the “IRS”) with respect to each material Company Benefit PlanPlan (if any such report was required), (iii) the most recent summary plan description and subsequent SMM for each trustmaterial Company Benefit Plan for which such summary plan description or SMM is required, insurance, (iv) each trust agreement and group annuity or other funding Contract contract relating to any material Company Benefit Plan and (ivv) the most recent financial statements and actuarial or other valuation reports for each Company Benefit Plan (if any). For purposes of this Agreement, “Company Benefit Plans” means, collectively (A) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) the Employee Retirement Income Security Act of 1974, as amended (“Company Pension PlansERISA”)), other than any plan which is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Multiemployer Plan”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs arrangements or understandings providing compensation providing, or designed to provide, material benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors employees or consultants of the Company or any Company Subsidiary (each a “Company Participant”) and (B) all employment, independent contractor, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements between the Company or any Company Subsidiary and any Company Participant. Section 4.10 current or former directors, officers, employees, independent contractors or consultants of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material or any Company Benefit PlansSubsidiary.

Benefits Matters; ERISA Compliance. (a) Section 4.10(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list identifying any material Company Benefit Plan. The Company has delivered or made available to Parent true and complete copies of (i) all material Company Benefit Plans or, in the case of any unwritten material Company Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be (other than Schedule SSA thereto) filed with or delivered to any Governmental Entity, if any, in each case, the IRS with respect to each material Company Benefit PlanPlan (if any such report was required), (iii) the most recent summary plan description for each trustmaterial Company Benefit Plan for which such summary plan description is required, insurance, (iv) each trust agreement and group annuity or other funding Contract contract relating to any material Company Benefit Plan and (ivv) the most recent financial statements and actuarial or other valuation reports for each Company Benefit Plan (if any). For purposes of this Agreement, “Company Benefit Plans” means, collectively (A) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA), other than any plan which is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Company Pension PlansMultiemployer Plan”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs arrangements or understandings providing compensation providing, or designed to provide, material benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors employees or consultants of the Company or any Company Subsidiary (each a “Company Participant”) and (B) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements (including collective bargaining agreements) between the Company or any Company Subsidiary and any Company Participant. Section 4.10 current or former directors, officers, employees or consultants of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material or any Company Benefit PlansSubsidiary.

Benefits Matters; ERISA Compliance. (a) The Company Ticketmaster Disclosure Schedule 4.10 sets forth, as of the date of this Agreement, a complete and correct list identifying any Ticketmaster Benefit Plan. Ticketmaster has delivered or made available to Parent Live Nation true and complete copies of (i) all material Company Ticketmaster Benefit Plans (and amendments thereto) or, in the case of any unwritten material Company Ticketmaster Benefit Plan, a written description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be filed with or delivered to any Governmental Entity, if any, in each case, the U.S. Department of Labor with respect to each material Company Ticketmaster Benefit PlanPlan (if any such report was required), (iii) the most recent summary plan description for each trustmaterial Ticketmaster Benefit Plan for which such summary plan description is required, insurance(iv) each trust agreement, group annuity contract or other funding Contract vehicle relating to any material Company Ticketmaster Benefit Plan and (ivv) the most recent financial statements and actuarial or other valuation reports for each Company Ticketmaster Benefit Plan (if any). For purposes of this Agreement, “Company Ticketmaster Benefit Plans” means, collectively collectively, but excluding any Ticketmaster Foreign Benefit Plan, (A) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) (“Company Pension Plans”), other than any plan which is a Multiemployer Plan, “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs arrangements or understandings providing compensation or benefits (other than foreign or domestic statutory programs)understandings, in each case, case that are sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary Ticketmaster or any other person Ticketmaster Subsidiary, providing, or entity thatdesigned to provide, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of material benefits to any current or former directors, officers, employees, independent contractors employees or consultants of the Company Ticketmaster or any Company Ticketmaster Subsidiary (each a “Company Participant”) or any spouse or dependent of any of the foregoing and (B) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements (including collective bargaining agreements) between the Company Ticketmaster or any Company Ticketmaster Subsidiary on the one hand and any Company Participant. Section 4.10 current or former directors, officers, employees or consultants of Ticketmaster or any Ticketmaster Subsidiary on the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material Company Benefit Plansother hand.

Benefits Matters; ERISA Compliance. Section 3.14(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true, complete and correct list identifying all material Company Benefit Plans. With respect to Company Benefit Plans solely sponsored by Victory Packaging L.P. or with respect to which Victory Packaging L.P. is the sole party among the Company and its Subsidiaries (a) The collectively, the "Victory Benefit Plans"), as of the date of this Agreement such list need only be true, complete and correct, to the Knowledge of the Company; provided, that a true, complete and correct list of all Victory Benefit Plans is provided to Parent no later than 30 calendar days after the date of this Agreement. Prior to the date of this Agreement (or, with respect to Victory Benefit Plans, no later than 30 calendar days after the date of this Agreement), the Company has delivered or made available to Parent true true, complete and complete copies of correct copies, to the extent applicable, of, with respect to each Company Benefit Plan described in the two immediately preceding sentences, (i) all such material Company Benefit Plans or, in the case of any unwritten material Company Benefit Plan, (or a written description thereof), including any amendment amendments thereto, (ii) the most recent annual report on Form 5500 or summary plan description for each such similar report, statement or information return required to be filed with or delivered to any Governmental Entity, if any, in each case, with respect to each material Company Benefit Plan, and all material modifications thereof, (iii) each trusttrust agreement, insurance, group annuity contract or other funding Contract mechanism relating to any material such Company Benefit Plan and Plan, (iv) the most recent financial statements and actuarial or other valuation reports for each such Company Benefit Plan, (v) the most recent IRS determination letter or opinion letter or confirmation of the status for tax purposes in respect of each such Company Benefit Plan and (if any)vi) all material correspondence to or from any Governmental Entity during the last three years with respect to any such Company Benefit Plan. For purposes of this Agreement, “"Company Benefit Plans” " means, collectively (A) all “"employee pension benefit plans” " (as defined in Section 3(23(3) of ERISA) (“Company Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of whether or not subject to ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs or understandings providing arrangements that the Company or any of its Subsidiaries sponsors, contributes to or maintains, or is required to sponsor, contribute to or maintain, that provides, or is designed to provide, compensation or benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employeesmanaging directors, employees or independent contractors or consultants of the Company or any of its Subsidiaries (collectively, "Company Subsidiary (each a “Company Participant”Personnel") and (B) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control control, termination or termination other agreements or arrangements between the Company or any Company Subsidiary of its Subsidiaries and any Company ParticipantPersonnel. Section 4.10 of the Company Disclosure Letter contains a true and complete list, as As of the date of this Agreementhereof, of all no announcement has been made to establish or amend any material Company Benefit PlansPlan or any other plan, program, agreement or arrangement that would be a material Company Benefit Plan following such action.

Benefits Matters; ERISA Compliance. (a) Section 4.10(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list identifying all material Company Benefit Plans. The Company has delivered or made available to Parent true and complete copies of (i) all material Company Benefit Plans or, in the case of any unwritten material Company Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 (or such similar report, statement or information return required to be filing under applicable Law) (other than Schedule SSA thereto) filed with or delivered to any Governmental Entity, if any, in each case, the Internal Revenue Service (the “IRS”) with respect to each material Company Benefit PlanPlan (if any such report was required), (iii) the most recent summary plan description for each trustmaterial Company Benefit Plan for which such summary plan description is required, insurance(iv) each trust agreement, group annuity contract or other funding Contract mechanism relating to any material Company Benefit Plan and Plan, (ivv) the most recent financial statements and actuarial or other valuation reports for each material Company Benefit Plan (if any), and (vi) all determination letters, opinion letters, information letters or advisory opinions in respect of each material Company Benefit Plan issued by the IRS, the United States Department of Labor or the Pension Benefit Guaranty Corporation (the “PBGC”) during this calendar year or any of the preceding three calendar years. For purposes of this Agreement, “Company Benefit Plans” means, collectively (A) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) (“Company Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs arrangements or understandings providing compensation providing, or designed to provide, material benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors employees or consultants of the Company or any Company Subsidiary (each a “Company Participant”) and (B) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements (including Collective Bargaining Agreements) between the Company or any Company Subsidiary and any Company Participant. Section 4.10 current or former directors, officers, employees, agents or consultants of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material or any Company Benefit PlansSubsidiary.

Benefits Matters; ERISA Compliance. (a) Section 4.10 of the Company Disclosure Letter sets forth a complete and correct list identifying all Company Benefit Plans (as defined herein). The Company has delivered or made available to Parent true and complete copies of (i) all material Company Benefit Plans or, in the case of any unwritten material Company Benefit Plan, a description thereof, including any amendment and all amendments thereto, ; (ii) for the most recent plan year, (A) the annual report on Form 5500 (or such similar report, statement or information return required to be filed with or delivered to any Governmental Entity, if any, in each case, filing under applicable Law) with respect to each Company Benefit Plan and (B) if applicable, actuarial valuation reports; (iii) the most recent summary plan description for each material Company Benefit Plan, Plan for which such summary plan description is required (iiior other written explanation (if any) provided to employees in the case of a material Company Benefit Plan for which such a summary plan description is not required); (iv) each trusttrust agreement, insurance, group annuity contract or other funding Contract mechanism relating to any material Company Benefit Plan Plan; and (ivv) the most recent financial statements and actuarial all determination letters or other valuation reports for each opinion letters in respect of any Company Benefit Plan (if any)issued by the IRS. For purposes of this Agreement, “Company Benefit Plans” means, collectively (A) collectively, all “employee pension benefit plans” (as defined in Section 3(23(3) of ERISA) (“Company Pension Plans”, whether or not subject to ERISA), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs or understandings providing compensation or benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors or consultants of the Company or any Company Subsidiary (each a “Company Participant”) and (B) all employment, consulting, bonus, incentive compensationsupplemental retirement, deferred compensation, equity or equity-based compensation, indemnificationcompensation (including options), severance, retention, change in control, fringe benefit, loan, bonus, incentive, sabbatical, disability, death benefit, hospitalization, medical, dental, vision, cafeteria benefit, dependent care, welfare benefit, life insurance, accident insurance or other plans, arrangements, programs, policies, contracts or understandings providing, or designed to provide, employee benefits to any current or former directors, officers, employees or consultants (including their dependents or beneficiaries) of control or termination agreements or arrangements between the Company or any Company Subsidiary and or that is sponsored, maintained, entered into, contributed to or obligated to be contributed to by the Company or any Company Participant. Section 4.10 of Subsidiary, or to which the Company Disclosure Letter contains or any Company Subsidiary is a true and complete listparty, as whether written or oral or with respect to which the Company (including on account of the date of this Agreement, of all material Company Benefit Plansits ERISA Affiliates) has or would have any liability (contingent or otherwise).

Benefits Matters; ERISA Compliance. (a) Section 4.10(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list identifying all Company Benefit Plans (other than customary individual employment agreements in jurisdictions outside the United States). The Company has delivered or made available to Parent true and complete copies of the following for employees in the United States: (i) all material Company Benefit Plans or, in the case of any unwritten material Company Benefit Plan, a description thereof, including any amendment thereto, Plans; (ii) the most recent annual report on Form 5500 (or such similar report, statement or information return required to be filing under applicable Law) filed with or delivered to any Governmental Entity, if any, in each case, the Internal Revenue Service (the “IRS”) with respect to each material such Company Benefit Plan, ; (iii) each trust, insurance, annuity or other funding Contract relating to any material Company Benefit Plan and (iv) the most recent financial statements and actuarial or other valuation reports summary plan description for each such Company Benefit Plan for which such summary plan description is required; (if any)iv) each trust agreement, group annuity contract or other funding mechanism relating to any Company Benefit Plan; and (v) all determination letters or opinion letters in respect of any Company Benefit Plan issued by the IRS. For purposes of this Agreement, “Company Benefit Plans” means, collectively (A) collectively, all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) (“Company Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs or understandings providing compensation or benefits (other than foreign or domestic statutory programs), in each case, sponsoredwhether or not subject to ERISA, maintainedand all other pension, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors or consultants of the Company or any Company Subsidiary (each a “Company Participant”) and (B) all employment, consulting, bonusretirement, incentive compensation, deferred compensation, equity or equity-based compensation, indemnificationemployment, individual consulting, severance, separation, termination, stay, retention, change of control in control, sale, transaction, bonus, fringe benefit, disability, death benefit, hospitalization or termination agreements medical plans, or other compensation or benefit plans, program, agreements, arrangements between or contracts maintained, sponsored or contributed to by the Company or any Company Subsidiary, to which the Company or any Company Subsidiary and is a party, or in respect of which the Company or any Company Participant. Section 4.10 of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material Company Benefit PlansSubsidiary has any liability or obligation.

Benefits Matters; ERISA Compliance. (a) The Company Section 3.09 of the Parent Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list identifying any material Parent Benefit Plan. Parent has delivered or made available to Parent the Company true and complete copies of (i) all material Company Parent Benefit Plans or, in the case of any unwritten material Company Parent Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be (other than Schedule SSA thereto) filed with or delivered to any Governmental Entity, if any, in each case, the Internal Revenue Service (the “IRS”) with respect to each material Company Parent Benefit PlanPlan (if any such report was required), (iii) the most recent summary plan description for each trustmaterial Parent Benefit Plan for which such summary plan description is required, insurance, (iv) each trust agreement and group annuity or other funding Contract contract relating to any material Company Parent Benefit Plan and (ivv) the most recent financial statements and actuarial or other valuation reports for each Company Parent Benefit Plan (if any). For purposes of this Agreement, “Company Parent Benefit Plans” means, collectively (Ai) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) the Employee Retirement Income Security Act of 1974, as amended (“Company Pension PlansERISA”)), other than any plan which is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Parent Multiemployer Plan”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs arrangements or understandings providing compensation providing, or designed to provide, material benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors employees or consultants of the Company Parent or any Company Parent Subsidiary (each a “Company Participant”) and (Bii) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements (including collective bargaining agreements) between the Company Parent or any Company Parent Subsidiary and any Company Participant. Section 4.10 current or former directors, officers, employees or consultants of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material Company Benefit PlansParent or any Parent Subsidiary.

Benefits Matters; ERISA Compliance. (a) Section 4.10(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list identifying any material Company Benefit Plan. The Company has delivered or made available to Parent true and complete copies of (i) all material Company Benefit Plans or, in the case of any unwritten material Company Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be (other than Schedule SSA thereto) filed with or delivered to any Governmental Entity, if any, in each case, the Internal Revenue Service (the “IRS”) with respect to each material Company Benefit PlanPlan (if any such report was required), (iii) the most recent summary plan description for each trustmaterial Company Benefit Plan for which such summary plan description is required, insurance, (iv) each trust agreement and group annuity or other funding Contract contract relating to any material Company Benefit Plan and (ivv) the most recent financial statements and actuarial or other valuation reports for each material Company Benefit Plan (if any). For purposes of this Agreement, “Company Benefit Plans” means, collectively (A) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) the Employee Retirement Income Security Act of 1974, as amended (“Company Pension PlansERISA”)), other than any plan which is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Multiemployer Plan”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs arrangements or understandings providing compensation providing, or designed to provide, material benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors employees or consultants of the Company or any Company Subsidiary (each a “Company Participant”) member of the Company’s Controlled Group and (B) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements between the Company or any Company Subsidiary and any Company Participant. Section 4.10 current or former directors, officers, employees or consultants of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material or any Company Benefit PlansSubsidiary.