Common use of Certain Employee Plans Clause in Contracts

Certain Employee Plans. 4.11.1. Each Benefit Plan maintained by any RP Controlled Group Member (the "RP Benefit Plans") complies with, and has been administered in accordance with, in all material respects, all applicable requirements of law, except for instances of non-compliance that would not reasonably be expected to have caused, individually or in the aggregate, an RP Material Adverse Effect. The RP Benefit Plans are listed in the RP Disclosure Schedule and copies or descriptions of all material Plans have previously been provided to CSI. 4.11.2. With respect to each RP Benefit Plan intended to qualify under Section 401(a) of the Code, (a) a favorable determination letter has been issued by or an application is pending with the IRS with respect to the qualification of each RP Benefit Plan and (b) no "reportable event" or "prohibited transaction" (as such terms are defined in ERISA and the Code) or termination has occurred under circumstances which present a risk of material liability by any RP Controlled Group Member to any governmental entity or other person, including an RP Benefit Plan. Each RP Benefit Plan which is subject to Part 3 of Subtitle B of Title I of ERISA or Section 412 of the Code has been maintained in compliance with the minimum funding standards of ERISA and the Code and no such RP Benefit Plan has incurred any "accumulated funding deficiency" (as defined in Section 412 of the Code and Section 302 of ERISA), whether or not waived. No RP Controlled Group Member directly or indirectly contributes to, has an obligation to contribute to or has or could be reasonably expected to have liability with respect to, and has not directly or indirectly maintained, sponsored, contributed to or had an obligation to contribute to at any time within the 10 year period ending on the date of the Closing, any employee benefit plan which is a multi-employer plan subject to the requirements of Subtitle E of Title IV of ERISA. 4.11.3. Except as required by Code section 4980B or 162 or Part 6 of Subtitle B of Title I of ERISA, no RP Controlled Group Member provides any health, welfare or life insurance benefits to any of its former or retired employees, which benefits would be material either individually or in the aggregate to RP.

Certain Employee Plans. 4.11.1. Each Benefit Plan maintained by any RP RG Controlled Group Member (the "RP RG Benefit Plans") complies with, and has been administered in accordance with, in all material respects, all applicable requirements of law, except for instances of non-compliance that would not reasonably be expected to have caused, individually or in the aggregate, an RP RG Material Adverse Effect. The RP RG Benefit Plans are listed in the RP RG Disclosure Schedule and copies or descriptions of all material Plans have previously been provided to CSIFMP. 4.11.2. With respect to each RP RG Benefit Plan intended to qualify under Section 401(a) of the Code, (a) a favorable determination letter has been issued by or an application is pending with the IRS with respect to the qualification of each RP RG Benefit Plan and (b) no "reportable event" or "prohibited transaction" (as such terms are defined in ERISA and the CodeERISA) or termination has occurred under circumstances which present a risk of material liability by any RP RG Controlled Group Member to any governmental entity or other person, including an RP RG Benefit Plan. Each RP RG Benefit Plan which is subject to Part 3 of Subtitle B of Title I of ERISA or Section 412 of the Code has been maintained in compliance with the minimum funding standards of ERISA and the Code and no such RP RG Benefit Plan has incurred any "accumulated funding deficiency" (as defined in Section 412 of the Code and Section 302 of ERISA), whether or not waived. No RP RG Controlled Group Member directly or indirectly contributes to, has an obligation to contribute to or has or could be reasonably expected to have liability with respect to, and has not directly or indirectly maintained, sponsored, contributed to or had an obligation to contribute to at any time within the 10 year period ending on the date of the Closing, any employee benefit plan which is a multi-employer plan subject to the requirements of Subtitle E of Title IV of ERISA. 4.11.3. Except as required by Code section 4980B 4980(b) or 162 or Part 6 of Subtitle B of Title I of ERISA, no RP RG Controlled Group Member provides any health, welfare or life insurance benefits to any of its former or retired employees, which benefits would be material either individually or in the aggregate to RPRG.

Certain Employee Plans. 4.11.1. Each (a) (i) Except as set forth in Section 4.10(a) of the Sellers’ Disclosure Schedule, each Company Benefit Plan maintained by any RP Controlled Group Member (the "RP Benefit Plans") complies withcomplies, and has been administered in accordance withadministered, in all material respects, respects in accordance with its governing documents and all applicable requirements of lawlaw and each of the Acquired Companies has satisfied in all material respects all of its statutory, except for instances of regulatory and contractual obligations with respect to each such Company Benefit Plan, and (ii) no non-compliance exempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) has occurred with respect to any Company Benefit Plan that would not could be reasonably be expected to have caused, individually or result in any material Liability to the aggregate, an RP Material Adverse EffectAcquired Companies. The RP Section 4.10(a) of the Sellers’ Disclosure Schedule lists each material Company Benefit Plan. Copies of all written material Company Benefit Plans are listed in the RP Disclosure Schedule (including all amendments thereto) and copies or descriptions of all unwritten material Company Benefit Plans have previously been provided made available to CSI. 4.11.2Alon. With The Sellers have made available to Alon, with respect to each RP Company Benefit Plan, the most recent annual Form 5500 filing and the most recent summary plan description, in each case, to the extent such filing or description is required by applicable law. (b) Except as set forth on Section 4.10(b) of the Sellers’ Disclosure Schedule, each Company Benefit Plan intended to qualify under Section 401(a) of the Code, (a) Code is the subject of a favorable determination letter has been (or an opinion letter upon which it can rely) issued by or an application is pending with the IRS with respect to the qualification of each RP Benefit Plan and (b) no "reportable event" or "prohibited transaction" (as such terms are defined in ERISA and the Code) or termination has occurred under circumstances which present a risk of material liability by any RP Controlled Group Member to any governmental entity or other person, including an RP Company Benefit Plan, and, to the knowledge of the Sellers, no circumstances exist which could reasonably be expected to materially and adversely affect such qualification. Each RP A copy of each determination or opinion letter referred to in the preceding sentence has previously been made available to Alon. No Company Benefit Plan Plan, nor any employee benefit plan, within the meaning of Section 3(3) of ERISA, which is or has been within the six years preceding the date hereof, sponsored, maintained, or contributed to by an ERISA Affiliate (i) is subject to Title IV of ERISA, Part 3 of Subtitle B of Title I of ERISA or Section 412 of the Code has been maintained in compliance with the minimum funding standards of ERISA and the Code and no such RP Benefit Plan has incurred any "accumulated funding deficiency" or (ii) is a “multiemployer plan” as defined in Section 412 3(37) of ERISA. Except as set forth on Section 4.10(b) of the Sellers’ Disclosure Schedule, no Company Benefit Plan, nor any employee benefit plan, within the meaning of Section 3(3) of ERISA, which is sponsored, maintained, or contributed to by an ERISA Affiliate is a “multiple employer plan” within the meaning of Section 413(c) of the Code. Each Contract or Company Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code has been operated and administered since January 1, 2005, in all material respects in good faith compliance with Section 409A of the Code and Section 302 of ERISA), whether the proposed regulations promulgated thereunder or not waived. No RP Controlled Group Member directly or indirectly contributes to, has an obligation to contribute to or has or could be reasonably expected to have liability with respect to, and has not directly or indirectly maintained, sponsored, contributed to or had an obligation to contribute to at any time within the 10 year period ending on the date of the Closing, any employee benefit plan which is a multiIRS Notice 2005-employer plan subject to the requirements of Subtitle E of Title IV of ERISA1. 4.11.3. (c) Except as required by Code section 4980B applicable law or 162 or Part 6 as set forth on Section 4.10(c) of Subtitle B the Sellers’ Disclosure Schedule, none of Title I of ERISA, no RP Controlled Group Member provides the Company Benefit Plans provide any health, welfare or life insurance benefits to any of its former or retired employees, officers or directors of any Acquired Company or ERISA Affiliate. (d) There are no actions, suits, or claims pending (other than routine claims for benefits) or, to the knowledge of the Sellers, threatened against, or with respect to, any of the Company Benefit Plans or their assets, which could reasonably be expected to result in a material Liability to any Acquired Company. To the knowledge of the Sellers, none of the Pension Benefit Guaranty Corporation, the Internal Revenue Service or the Department of Labor is currently auditing or reviewing any Company Benefit Plan, and neither an Acquired Company nor any ERISA Affiliate has received notice, written or otherwise, of an impending audit or review of any such arrangements from the Pension Benefit Guaranty Corporation, the Internal Revenue Service or the Department of Labor. (e) Except as disclosed in Section 4.10(e) of the Sellers’ Disclosure Schedule, the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby will not (i) require any Acquired Company to pay greater benefits or provide other rights under, any Contract between any Acquired Company and its officers, employees or directors (or former officers, employees or directors) or Company Benefit Plan than it otherwise would, whether or not some other subsequent action or event would be required to cause such payment or provision to be triggered, or (ii) create or give rise to any additional vested rights or service credits under any such Contract or Company Benefit Plan. (f) Other than as required by law or as disclosed in Section 4.10(f) of the Sellers’ Disclosure Schedule, none of the Acquired Companies nor any ERISA Affiliate has made any commitment to (i) create any new Company Benefit Plans, or (ii) modify or amend any existing Company Benefit Plans which would result in a material either individually or increase in the aggregate expense of maintaining such plans above the level of expense incurred in respect thereto for the most recent fiscal year ended prior to RPthe date hereof. In addition, other than as required by law, there has been no amendment to, written interpretation of or announcement (whether or not written) by any Acquired Company or ERISA Affiliate relating to, or change in the class of employees eligible for participation or coverage under, any Company Benefit Plan that would increase materially the expense of maintaining such Company Benefit Plan above the level of expense incurred in respect thereto for the most recent fiscal year ended prior to the date hereof. (g) All material contributions, premiums or payments required to be made to date with respect to any Company Benefit Plan have been timely made.

Certain Employee Plans. 4.11.1. Each Benefit Plan maintained by any RP Controlled Group Member (the "RP Benefit Plans") complies with, and has been administered in accordance with, in all material respects, all applicable requirements of law, except for instances of non-compliance that would not reasonably be expected to have caused, individually or in the aggregate, an RP Material Adverse Effect. The RP Benefit Plans are listed in the RP Disclosure Schedule and copies or descriptions of all material Plans have previously been provided to CSI. 4.11.2. With respect to each RP Benefit Plan intended to qualify under Section 401(a) of the Code, (a) a favorable determination letter has been issued by or an application is pending with the IRS with respect to the qualification of each RP Benefit Plan and (b) no "reportable event" or "prohibited transaction" (as such terms are defined in ERISA and the Code) or termination has occurred under circumstances which present a risk of material liability by any RP Controlled Group Member to any governmental entity or other person, including an RP Benefit Plan. Each RP Benefit Plan which is subject to Part 3 of Subtitle B of Title I of ERISA or Section 412 of the Code has been maintained in compliance with the minimum funding standards of ERISA and the Code and no such RP Benefit Plan has incurred any "accumulated funding deficiency" (as defined in Section 412 of the Code and Section 302 of ERISA), whether or not waived. No RP Controlled Group Member directly or indirectly contributes to, has an obligation to contribute to or has or could be reasonably expected to have liability with respect to, and has not directly or indirectly maintained, sponsored, contributed to or had an obligation to contribute to at any time within the 10 year period ending on the date of the Closing, any employee benefit plan which is a multi-multi- employer plan subject to the requirements of Subtitle E of Title IV of ERISA. 4.11.3. Except as required by Code section 4980B or 162 or Part 6 of Subtitle B of Title I of ERISA, no RP Controlled Group Member provides any health, welfare or life insurance benefits to any of its former or retired employees, which benefits would be material either individually or in the aggregate to RP.