Common use of Certain Employee Plans Clause in Contracts

Certain Employee Plans. (a) (i) Each Company Benefit Plan complies, and has been administered, in all material respects in accordance with its governing documents and all applicable requirements of law, and (ii) no "prohibited transaction" (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) or termination has occurred with respect to any Company Benefit Plan which under either circumstance presents a risk of material Liability by the Company to any Governmental Entity or other Person, including a Company Benefit Plan. The Company Benefit Plans are listed on Schedule 4.9(a) of the Company Disclosure Schedule and copies or descriptions of all material Company Benefit Plans have previously been provided to Buyer. There has also been furnished to Buyer, with respect to each Company Benefit Plan required to file such report and description, the most recent two (2) annual Form 5500 filings, including attachments, and the summary plan description. (b) Each Company Benefit Plan intended to qualify under Section 401(a) of the Code is so qualified and a determination letter has been issued by the IRS with respect to the qualification of such Company Benefit Plan and no circumstances exist which would adversely affect such qualification. A copy of each determination letter referred to in the preceding sentence has previously been furnished to Buyer. As to any Company Benefit Plan intended to be qualified under Section 401(a) of the Code, there has been no termination or partial termination of the Company Benefit Plan within the meaning of Section 411(d)(3) of the Code. There is no trust funding a Company Benefit Plan which is intended to be exempt from federal income taxation pursuant to Section 501(c)(9) of the Code. No Company Benefit Plan nor any other benefit plan maintained or contributed to by the Company is subject to Title IV of ERISA or is subject to Part 3 of Subtitle B of Title I of ERISA or Section 412 of the Code. (c) Except as required by applicable law or as set forth on Schedule 4.9(c) of the Company Disclosure Schedule, the Company does not provide any health, welfare or life insurance benefits to any of its former or retired employees.

Certain Employee Plans. (a) (i) Each Company Benefit Plan complies, and has been administered, in all material respects in accordance with its governing documents and all applicable requirements of law, and (ii) no "prohibited transaction" (as such term is defined in Section 406 of ERISA and Section 4975 of the CodeERISA) or termination has occurred with respect to any Company Benefit Plan which under either circumstance presents a risk of material Liability liability by the Company or any of its Subsidiaries to any Governmental Entity or other Personperson, including a Company Benefit Plan, which liability would, individually or in the aggregate, have a Material Adverse Effect on the Company. The Company Benefit Plans are listed on Schedule 4.9(a4.10(a) of the Company Pacific ----------------- Disclosure Schedule Letter and copies or descriptions of all material Company Benefit Plans have previously been provided to Buyer. There has also been furnished to Buyer, with respect to each Company Benefit Plan required to file such report and description, the most recent two (2) annual report on Form 5500 filings, including attachments, and the summary plan description. (b) Each Company Benefit Plan intended to qualify under Section 401(a) of the Code is so qualified and a determination letter has been issued by the IRS Internal Revenue Service ("IRS") with respect to the qualification of such Company Benefit Plan and no circumstances exist which would adversely affect such qualification. A copy of each determination letter referred to in the preceding sentence has previously been furnished to Buyer. As to any Company Benefit Plan intended to be qualified under Section 401(a) of the Code, there has been no termination or partial termination of the Company Benefit Plan within the meaning of Section 411(d)(3) of the Code. There is no trust funding a Company Benefit Plan which is intended to be exempt from federal income taxation pursuant to Section 501(c)(9) of the Code. No Company Benefit Plan nor any other benefit plan maintained or contributed to by the Company, its Subsidiaries or any buyer of the Company in the last five years is subject to Title IV of ERISA or is subject to Part 3 of Subtitle B of Title I of ERISA or Section 412 of the Code. (c) Except as required by applicable law or as set forth on Schedule 4.9(c-------- 4.10(c) of the Company Pacific Disclosure ScheduleLetter, neither the Company does not provide nor any of its ------- Subsidiaries provides any health, welfare or life insurance benefits to any of its former or retired employees. (i) The Companies have substantially performed all obligations, whether arising by operation of law or by contract, required to be performed by them in connection with the Company Benefit Plans, (ii) there have been no defaults or violations by any other party to the Company Benefit Plans, and (iii) there are no actions, suits, or claims pending (other than routine claims for benefits) or threatened against, or with respect to, any of the Company Benefit Plans or their assets; which under any of the circumstances present a risk of liability to the Company or any of its Subsidiaries to any Governmental Entity or other person, including a Company Benefit Plan, which liability would, individually or in the aggregate, have a Material Adverse Effect on the Company. There is no matter pending (other than routine qualification determination filings) with respect to any of the Company Benefit Plans before the IRS or other Governmental Entity. All contributions required to be made to the Company Benefit Plans pursuant to their terms and the provisions of ERISA, the Code, or any other applicable law have been timely made. (e) No act, omission or transaction has occurred which would result in imposition on any of the Companies of (A) breach of fiduciary duty liability damages under Section 409 of ERISA, (B) a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA, or (C) a tax imposed pursuant to Chapter 43 of Subtitle D of the Code. With respect to any employee benefit plan, within the meaning of Section 3(3) of ERISA, which is not listed on Schedule 4.10(a) of the Pacific Disclosure Letter but which is sponsored, ----------------- maintained, or contributed to, or has been sponsored, maintained, or contributed to within six years prior to the Closing Date, by any corporation, trade, business, or entity under common control with any of the Companies, within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA, (A) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied, (B) no liability to the Pension Benefit Guaranty Corporation has been incurred by any such entity, which liability has not been satisfied, (C) no accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Section 412 of the Code has been incurred, and (D) all contributions (including installments) to such plan required by Section 302 of ERISA and Section 412 of the Code have been timely made. (f) Except as disclosed in Schedule 4.10(f) of the Pacific Disclosure ---------------- Letter, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (A) require any of the Companies to make a larger contribution to, or pay greater benefits or provide other rights under, any 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 (B) create or give rise to any additional vested rights or service credits under any Company Benefit Plan. Except as otherwise set forth on Schedule 4.10(f) of the Pacific Disclosure Letter, none of the ----------------- Companies is a party to any agreement, nor has any of the Companies established any policy or practice, requiring it to make a payment or provide any other form of compensation or benefit to any person performing services for the Companies upon termination of such services which would not be payable or provided in the absence of the consummation of the transactions contemplated by this Agreement. (g) In connection with the consummation of the transactions contemplated by this Agreement, no payments of money or other property, acceleration of benefits, or provisions of other rights have or will be made hereunder, under the Company Benefit Plans, or under any other agreement that would result in imposition of the sanctions imposed under Sections 280G and 4999 of the Code, whether or not some other subsequent action or event would be required to cause such payment, acceleration, or provision to be triggered.

Certain Employee Plans. (a) (i) Each Company Benefit Plan complies, and has been administered, in all material respects in accordance with its governing documents and all applicable requirements of law, and (ii) no "prohibited transaction" (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) or termination has occurred with respect to any Company Benefit Plan which under either circumstance presents a risk of material Liability by the Company Acquired Companies to any Governmental Entity or other Person, including a Company Benefit Plan. The Company Benefit Plans are listed on Schedule 4.9(aSection 4.10(a) of the Company Sellers' Disclosure Schedule and copies or descriptions of all material Company Benefit Plans have previously been provided to Buyer. There has also been furnished to Buyer, with respect to each Company Benefit Plan required to file such report and description, the most recent two (2) three annual Form 5500 filings, including attachments, and the summary plan description. (b) Each Company Benefit Plan intended to qualify under Section 401(a) of the Code is so qualified and a determination letter has been issued by the IRS with respect to the qualification of such Company Benefit Plan and no circumstances exist which would adversely affect such qualification. A copy of each determination letter referred to in the preceding sentence has previously been furnished to Buyer. As to any Company Benefit Plan intended to be qualified under Section 401(a) of the Code, there has been no termination or partial termination of the Company Benefit Plan within the meaning of Section 411(d)(3) of the Code. There is no trust funding a Company Benefit Plan which is intended to be exempt from federal income taxation pursuant to Section 501(c)(9) of the Code. No Company Benefit Plan nor any other benefit plan maintained or contributed to by the Company is subject to Title IV of ERISA or is subject to Part 3 of Subtitle B of Title I of ERISA or Section 412 of the Code. (c) Except as required by applicable law or as set forth on Schedule 4.9(cSection 4.10(c) of the Company Sellers' Disclosure Schedule, none of the Company does not provide Acquired Companies provides any health, welfare or life insurance benefits to any of its former or retired employees. (i) Each Acquired Company has in all material aspects performed all obligations, whether arising by operation of law or by Contract, required to be performed by it in connection with the Company Benefit Plans; (ii) there have been no defaults or violations by any other party to the Company Benefit Plans; and (iii) there are no actions, suits, or claims pending (other than routine claims for benefits) or threatened against, or with respect to, any of the Company Benefit Plans or their assets, which under any of the circumstances present a risk of material Liability to any Acquired Company to any Governmental Entity or other Person, including a Company Benefit Plan. There is no matter pending (other than routine qualification determination filings) with respect to any of the Company Benefit Plans before any Governmental Entity. All contributions required to be made to the Company Benefit Plans pursuant to their terms and the provisions of ERISA, the Code, or any other applicable law have been timely made. (e) No act, omission or transaction has occurred which would result in imposition on any Acquired Company of (i) breach of fiduciary duty liability damages under Xxxxxxxx 000 xx XXXXX, (xx) a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA, or (iii) a tax imposed pursuant to Chapter 43 of Subtitle D of the Code. With respect to any employee benefit plan, within the meaning of Section 3(3) of ERISA, which is not listed on Section 4.10(a) of the Sellers' Disclosure Schedule but which is sponsored, maintained, or contributed to, or has been sponsored, maintained, or contributed to within six years prior to the Closing Date, by any corporation, trade, business, or other Person under common control with any of the Acquired Companies, within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA, (A) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied, (B) no Liability to the Pension Benefit Guaranty Corporation has been incurred by any such Person, which Liability has not been satisfied, (C) no accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Section 412 of the Code has been incurred, and (D) all contributions (including installments) to such plan required by Section 302 of ERISA and Section 412 of the Code have been timely made. (f) Except as disclosed in Section 4.10(f) 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 make a larger contribution to, or pay greater benefits or provide other rights under, any Contract 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 Contract or Company Benefit Plan. Except as otherwise set forth on Section 4.10(f) of the Sellers' Disclosure Schedule, no Acquired Company is a party to any Contract, nor has any Acquired Company established any other policy or practice, requiring it to make a payment or provide any other form of compensation or benefit to any person performing services for any Acquired Company upon termination of such services which would not be payable or provided in the absence of the consummation of the transactions contemplated by this Agreement. (g) In connection with the consummation of the transactions contemplated by this Agreement, no payments of money or other property, acceleration of benefits, or provisions of other rights have or will be made under any Company Benefit Plan, agreement or under any other Contract that would result in imposition of the sanctions imposed under Sections 280G and 4999 of the Code, whether or not some other subsequent action or event would be required to cause such payment, acceleration, or provision to be triggered. (h) Each employee has been correctly classified for purposes of each Company Benefit Plan as an eligible or ineligible employee and any retroactive re-classification will not affect any employee's benefit under any Company Benefit Plan.

Certain Employee Plans. (a) (i) Each Company Benefit Plan complies, and has been administered, in all material respects in accordance with its governing documents and all applicable requirements of law, and (ii) no "prohibited transaction" (as such term is defined in Section 406 of ERISA and Section 4975 of the CodeERISA) or termination has occurred with respect to any Company Benefit Plan which under either circumstance presents a risk of material Liability liability by the Company or any of its Subsidiaries to any Governmental Entity or other Personperson, including a Company Benefit Plan, which liability would, individually or in the aggregate, have a Material Adverse Effect on the Company. The Company Benefit Plans are listed on Schedule 4.9(a4.10(a) of the Company Pacific ----------------- Disclosure Schedule Letter and copies or descriptions of all material Company Benefit Plans have previously been provided to Buyer. There has also been furnished to Buyer, with respect to each Company Benefit Plan required to file such report and description, the most recent two (2) annual report on Form 5500 filings, including attachments, and the summary plan description. (b) Each Company Benefit Plan intended to qualify under Section 401(a) of the Code is so qualified and a determination letter has been issued by the IRS Internal Revenue Service ("IRS") with respect to the qualification of such Company Benefit Plan and no circumstances exist which would adversely affect such qualification. A copy of each determination letter referred to in the preceding sentence has previously been furnished to Buyer. As to any Company Benefit Plan intended to be qualified under Section 401(a) of the Code, there has been no termination or partial termination of the Company Benefit Plan within the meaning of Section 411(d)(3) of the Code. There is no trust funding a Company Benefit Plan which is intended to be exempt from federal income taxation pursuant to Section 501(c)(9) of the Code. No Company Benefit Plan nor any other benefit plan maintained or contributed to by the Company, its Subsidiaries or any buyer of the Company in the last five years is subject to Title IV of ERISA or is subject to Part 3 of Subtitle B of Title I of ERISA or Section 412 of the Code. (c) Except as required by applicable law or as set forth on Schedule 4.9(c-------- 4.10(c) of the Company Pacific Disclosure ScheduleLetter, neither the Company does not provide nor any of its ------- Subsidiaries provides any health, welfare or life insurance benefits to any of its former or retired employees. (i) The Companies have substantially performed all obligations, whether arising by operation of law or by contract, required to be performed by them in connection with the Company Benefit Plans, (ii) there have been no defaults or violations by any other party to the Company Benefit Plans, and (iii) there are no actions, suits, or claims pending (other than routine claims for benefits) or threatened against, or with respect to, any of the Company Benefit Plans or their assets; which under any of the circumstances present a risk of liability to the Company or any of its Subsidiaries to any Governmental Entity or other person, including a Company Benefit Plan, which liability would, individually or in the aggregate, have a Material Adverse Effect on the Company. There is no matter pending (other than routine qualification determination filings) with respect to any of the Company Benefit Plans before the IRS or other Governmental Entity. All contributions required to be made to the Company Benefit Plans pursuant to their terms and the provisions of ERISA, the Code, or any other applicable law have been timely made. (e) No act, omission or transaction has occurred which would result in imposition on any of the Companies of (A) breach of fiduciary duty liability damages under Section 409 of ERISA, (B) a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA, or (C) a tax imposed pursuant to Chapter 43 of Subtitle D of the Code. With respect to any employee benefit plan, within the meaning of Section 3(3) of ERISA, which is not listed on Schedule 4.10(a) of the Pacific Disclosure Letter but which is sponsored, ----------------- maintained, or contributed to, or has been sponsored, maintained, or contributed to within six years prior to the Closing Date, by any corporation, trade, business, or entity under common control with any of the Companies, within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA, (A) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied, (B) no liability to the Pension Benefit Guaranty Corporation has been incurred by any such entity, which liability has not been satisfied, (C) no accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Section 412 of the Code has been incurred, and (D) all contributions (including installments) to such plan required by Section 302 of ERISA and Section 412 of the Code have been timely made.

Certain Employee Plans. (a) (i) Each Company Benefit Plan complies, and has been administered, in all material respects in accordance with its governing documents and all applicable material requirements of law, and (ii) no "prohibited transaction" (as such term is defined in Section 406 of ERISA and Section 4975 of the CodeERISA) or termination has occurred with respect to any Company Benefit Plan which under either circumstance presents a risk of material Liability liability by the any Acquired Company to any Governmental Entity or other Person, including a Company Benefit Plan. The Company Benefit Plans are listed on Schedule 4.9(a4.10(a) of the Company Disclosure Schedule and copies or descriptions of all material Company Benefit Plans have previously been provided to Buyer. There has also been furnished to Buyer, with respect to each Company Benefit Plan required to file such report and description, the most recent two (2) annual Form 5500 filings, including attachments, and the summary plan description. (b) Each Company Benefit Plan intended to qualify under Section 401(a) of the Code is so qualified and a determination letter has been issued by the IRS with respect to the qualification of such Company Benefit Plan and no circumstances exist which would adversely affect such qualification. A copy of each determination letter referred to in the preceding sentence has previously been furnished to Buyer. As to any Company Benefit Plan intended to be qualified under Section 401(a) of the Code, there has been no termination or partial termination of the Company Benefit Plan within the meaning of Section 411(d)(3) of the Code. There is no trust funding a Company Benefit Plan which is intended to be exempt from federal income taxation pursuant to Section 501(c)(9) of the Code. No Company Benefit Plan nor any other benefit plan maintained or contributed to by the any Acquired Company is subject to Title IV of ERISA or is subject to Part 3 of Subtitle B of Title I of ERISA or Section 412 of the Code. (c) Except as required by applicable law or as set forth on Schedule 4.9(c4.10(c) of the Company Disclosure Schedule, none of the Company does not provide Acquired Companies provides any health, welfare or life insurance benefits to any of its former or retired employees. (d) Except as otherwise set forth in Schedule 4.10(d) of the Company Disclosure Schedule: (i) the Acquired Companies have in all material aspects performed all material obligations, whether arising by operation of law or by contract, required to be performed by them in connection with the Company Benefit Plans, (ii) to the knowledge of Seller and its Affiliates there have been no defaults or violations by any other party to the Company Benefit Plans, and (iii) there are no actions, suits, or claims pending (other than routine claims for benefits), or to the knowledge of Seller and its Affiliates threatened against, or with respect to, any of the Company Benefit Plans or their assets, which under any of the circumstances present a risk of material liability to any Acquired Company to any Governmental Entity or other Person, including a Company Benefit Plan. There is no matter pending (other than routine qualification determination filings) with respect to any of the Company Benefit Plans before any Governmental Entity. All contributions required to be made to the Company Benefit Plans pursuant to their terms and the provisions of ERISA, the Code, or any other applicable law have been timely made. (e) No act, omission or transaction has occurred which would result in imposition on any of the Acquired Companies of (i) breach of fiduciary duty liability damages under Section 409 of ERISA, (ii) a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA, or (iii) a tax imposed pursuant to Chapter 43 of Subtitle D of the Code. With respect to any employee benefit plan, within the meaning of Section 3(3) of ERISA, which is not listed on Schedule 4.10(a) of the Company Disclosure Schedule but which is sponsored, maintained, or contributed to, or has been sponsored, maintained, or contributed to within six years prior to the Closing Date, by any corporation, trade, business, or entity under common control with any of the Acquired Companies, within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA, (A) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied, (B) no liability to the Pension Benefit Guaranty Corporation has been incurred by any such entity, which liability has not been satisfied, (C) no accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Section 412 of the Code has been incurred, and (D) all contributions (including installments) to such plan required by Section 302 of ERISA and Section 412 of the Code have been timely made. (f) Except as disclosed in Schedule 4.10(f) of the Company Disclosure Schedule or as provided in Section 6.6 of this Agreement, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (i) require any of the Acquired Companies to make a larger contribution to, or pay greater benefits or provide other rights under, any Contract 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 Contract or Company Benefit Plan. Except as otherwise set forth on Schedule 4.10(f) of the Company Disclosure Schedule or as provided in Section 6.6 of this Agreement, none of the Acquired Companies is a party to any Contract, nor has any of the Acquired Companies established any other policy or practice, requiring it to make a payment or provide any other form of compensation or benefit to any person performing services for the Acquired Companies upon termination of such services which would not be payable or provided in the absence of the consummation of the transactions contemplated by this Agreement. (g) In connection with the consummation of the transactions contemplated by this Agreement, no payments of money or other property, acceleration of benefits, or provisions of other rights have or will be made hereunder, under the Company Benefit Plans, or under any other Contract that would result in imposition of the sanctions imposed under Sections 280G and 4999 of the Code, whether or not some other subsequent action or event would be required to cause such payment, acceleration, or provision to be triggered.

Certain Employee Plans. (a) (i) Each Company Benefit Plan complies, and has been administered, in all material respects in accordance with its governing documents and all applicable material requirements of law, and (ii) no "prohibited transaction" (as such term is defined in Section 406 of ERISA and Section 4975 of the CodeERISA) or termination has occurred with respect to any Company Benefit Plan which under either circumstance presents a risk of material Liability liability by the any Acquired Company to any Governmental Entity or other Person, including a Company Benefit Plan. The Company Benefit Plans are listed on Schedule 4.9(a4.10(a) of the Company Disclosure Schedule and copies or descriptions of all material Company Benefit Plans have previously been provided to Buyer. There has also been furnished to Buyer, with respect to each Company Benefit Plan required to file such report and description, the most recent two (2) annual Form 5500 filings, including attachments, and the summary plan description. (b) Each Company Benefit Plan intended to qualify under Section 401(a) of the Code is so qualified and a determination letter has been issued by the IRS with respect to the qualification of such Company Benefit Plan and no circumstances exist which would adversely affect such qualification. A copy of each determination letter referred to in the preceding sentence has previously been furnished to Buyer. As to any Company Benefit Plan intended to be qualified under Section 401(a) of the Code, there has been no termination or partial termination of the Company Benefit Plan within the meaning of Section 411(d)(3) of the Code. There is no trust funding a Company Benefit Plan which is intended to be exempt from federal income taxation pursuant to Section 501(c)(9) of the Code. No Company Benefit Plan nor any other benefit plan maintained or contributed to by the any Acquired Company is subject to Title IV of ERISA or is subject to Part 3 of Subtitle B of Title I of ERISA or Section 412 of the Code. (c) Except as required by applicable law or as set forth on Schedule 4.9(c4.10(c) of the Company Disclosure Schedule, none of the Company does not provide Acquired Companies provides any health, welfare or life insurance benefits to any of its former or retired employees. (d) Except as otherwise set forth in Schedule 4.10(d) of the Company Disclosure Schedule: (i) the Acquired Companies have in all material aspects performed all material obligations, whether arising by operation of law or by contract, required to be performed by them in connection with the Company Benefit Plans, (ii) to the knowledge of Seller and its Affiliates there have been no defaults or violations by any other party to the Company Benefit Plans, and (iii) there are no actions, suits, or claims pending (other than routine claims for benefits), or to the knowledge of Seller and its Affiliates threatened against, or with respect to, any of the Company Benefit Plans or their assets, which under any of the circumstances present a risk of material liability to any Acquired Company to any Governmental Entity or other Person, including a Company Benefit Plan. There is no matter pending (other than routine qualification determination filings) with respect to any of the Company Benefit Plans before any Governmental Entity. All contributions required to be made to the Company Benefit Plans pursuant to their terms and the provisions of ERISA, the Code, or any other applicable law have been timely made. (e) No act, omission or transaction has occurred which would result in imposition on any of the Acquired Companies of (i) breach of fiduciary duty liability damages under Section 409 of ERISA, (ii) a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA, or (iii) a tax imposed pursuant to Chapter 43 of Subtitle D of the Code. With respect to any employee benefit plan, within the meaning of Section 3(3) of ERISA, which is not listed on Schedule 4.10(a) of the Company Disclosure Schedule but which is sponsored, maintained, or contributed to, or has been sponsored, maintained, or contributed to within six years prior to the Closing Date, by any corporation, trade, business, or entity under common control with any of the Acquired Companies, within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA, (A) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied, (B) no liability to the Pension Benefit Guaranty Corporation has been incurred by any such entity, which liability has not been satisfied, (C) no accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Section 412 of the Code has been incurred, and (D) all contributions (including installments) to such plan required by Section 302 of ERISA and Section 412 of the Code have been timely made. (f) Except as disclosed in Schedule 4.10(f) of the Company Disclosure Schedule or as provided in Section 6.6 of this Agreement, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (i) require any of the Acquired Companies to make a larger contribution to, or pay greater benefits or provide other rights under, any Contract 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 Contract or Company Benefit Plan. Except as otherwise set forth on Schedule 4.10(f) of the Company Disclosure Schedule or as provided in Section 6.6 of this Agreement, none of the Acquired Companies is a party to any Contract, nor has any of the Acquired Companies established any other policy or practice, requiring it to make a payment or provide any other form of compensation or benefit to any person performing services for the Acquired Companies upon termination of such services which would not be payable or provided in the absence of the consummation of the transactions contemplated by this Agreement. (g) In connection with the consummation of the transactions contemplated by this Agreement, no payments of money or other property, acceleration of benefits, or provisions of other rights have or will be made hereunder, under the Company Benefit Plans, or under any other Contract that would result in imposition of the sanctions imposed under Sections 280G and 4999 of the Code, whether or not some other subsequent action or event would be required to cause such payment, acceleration, or provision to be triggered.