Common use of Benefits Matters; ERISA Compliance Clause in Contracts

Benefits Matters; ERISA Compliance. (a) Section 4.10 of the Company Disclosure Schedules sets forth a list identifying all material Company Benefit Plans. The Company has delivered or made available to Parent (if applicable) copies of (i) all Company Benefit Plans; (ii) the most recent annual report on Form 5500 (or similar filing under applicable Law) filed with the United States Internal Revenue Service (the "IRS") with respect to each Company Benefit Plan; (iii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required; (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, all "employee pension benefit plans" (as defined in Section 3(2) of ERISA), "employee welfare benefit plans" (as defined in Section 3(1) of ERISA) and all other pension, retirement, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, employment, severance, retention, change in control, management exit, disability, death benefit, hospitalization or medical plans, programs, arrangements, agreements or contracts maintained, sponsored or contributed to by the Company or any Company Subsidiary or to which the Company or any Company Subsidiary is a party or with respect to which the Company or any Company Subsidiary has any obligation to contribute.

Benefits Matters; ERISA Compliance. (a) Section 4.10 of the Company Disclosure Schedules Letter sets forth 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 (if applicable) true and complete copies of (i) all Company Benefit Plans; (ii) the most recent annual report on Form 5500 (or similar filing under applicable Law) filed with the United States Internal Revenue Service (the "“IRS"”) with respect to each Company Benefit Plan; (iii) the most recent summary plan description for each material Company Benefit Plan for which such summary plan description is required; (iv) each trust agreement, group annuity contract or other funding mechanism relating to any material Company Benefit Plan; and (v) all material determination letters or opinion letters in respect of any material Company Benefit Plan issued by the IRS. For purposes of this Agreement, "“Company Benefit Plans" ” means, collectively, all "material “employee pension benefit plans" ” (as defined in Section 3(2) of ERISA), "“employee welfare benefit plans" ” (as defined in Section 3(1) of ERISA) and all other material pension, retirement, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, employment, severance, retention, change in control, management exit, disability, death benefit, hospitalization hospitalization, medical or medical other plans, programs, arrangements, agreements contracts or contracts maintainedunderstandings providing, sponsored or contributed designed to by provide, material employee benefits to any current or former directors, officers, employees or consultants of the Company or any Company Subsidiary or to which the Company or any Company Subsidiary is a party or with respect to which the Company or any Company Subsidiary has any obligation to contributeSubsidiary.

Benefits Matters; ERISA Compliance. (a) Section 4.10 5.10 of the Company Disclosure Schedules Letter sets forth a list identifying all material Company Benefit Plans. The Company has delivered or made available to Parent (if applicable) copies of (i) all material Company Benefit Plans; (ii) the most recent annual report on Form 5500 (or similar filing under applicable Law) filed with the United States Internal Revenue Service (the "“IRS"”) with respect to each material Company Benefit Plan; (iii) the most recent summary plan description for each material Company Benefit Plan for which such summary plan description is required; (iv) each material trust agreement, group annuity contract or other funding mechanism relating to any Company Benefit Plan; and (v) all material 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, all "“employee pension benefit plans" ” (as defined in Section 3(2) of ERISA), "“employee welfare benefit plans" ” (as defined in Section 3(1) of ERISA) and all other pension, retirement, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, employment, severance, retention, change in control, management exit, disability, death benefit, hospitalization or medical plans, programs, arrangements, agreements or contracts maintained, sponsored or contributed to by the Company or any Company Subsidiary or to which the Company or any Company Subsidiary is a party or with respect to which the Company or any Company Subsidiary has any obligation to contribute.

Benefits Matters; ERISA Compliance. (a) Section 4.10 of the Company Disclosure Schedules Letter sets forth forth, as of the date of this Agreement, a true and complete list identifying all material Company Benefit Plans. The Company has delivered or made available to Parent (if applicable) true and complete copies of (i) all material Company Benefit Plans; (ii) the most recent annual report on Form 5500 (or similar filing under applicable Law) filed with the United States Internal Revenue Service (the "“IRS"”) with respect to each Company Benefit Plan; (iii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required; (iv) each trust agreement, group annuity contract or other funding mechanism relating to any Company Benefit Plan; and (v) all material 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, all "“employee pension benefit plans" ” (as defined in Section 3(2) of ERISA), "“employee welfare benefit plans" ” (as defined in Section 3(1) of ERISA) and all other pension, retirement, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, employment, severance, retention, change in control, management exit, disability, death benefit, hospitalization or medical plans, programs, arrangements, agreements arrangements or contracts maintained, sponsored or contributed to by the Company or any Company Subsidiary or Subsidiary, to which the Company or any Company Subsidiary is a party party, or with respect to which the Company or any Company Subsidiary has or would reasonably expect to have any obligation to contributeliability or obligation.