Common use of Company Benefit Plans Clause in Contracts

Company Benefit Plans. (a) Except as would not, individually or in the aggregate, have a Material Adverse Effect, each Company Benefit Plan is in compliance in design and operation in all material respects with all applicable provisions of ERISA and the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service with respect to its qualified status under Section 401(a) of the Code and its related trust’s exempt status under Section 501(a) of the Code and the Company is not aware of any circumstances likely to result in the loss of the qualification of any such plan under Section 401(a) of the Code. (b) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (A) no Company Benefit Plan has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Company Benefit Plan has been submitted; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code). (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily for the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law or by the terms of the Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authorities.

Company Benefit Plans. (a) Except Section 4.13 of the Company Disclosure Schedule lists each “employee benefit plan” (as would notdefined in Section 3(3) of ERISA) and each other compensation plan, individually program, agreement or in arrangement that is maintained, sponsored or contributed to by the aggregateCompany or any of its Subsidiaries for the benefit of its current or former employees or with respect to which the Company or any of its Subsidiaries has any Liability (collectively, have a Material Adverse Effectwithout regard to materiality, the “Company Benefit Plans”). The Company has made available to Buyer true and complete copies of (i) each Company Benefit Plan is and any summary plan descriptions thereof, (ii) Forms 5500 in compliance in design and operation in each of the most recent three (3) plan years, including all schedules thereto, (iii) with respect to any Company Benefit Plan that purports to meet the requirements of Section 401(a) of the Code, the most recent determination, advisory, or opinion letter issued by the IRS, (iv) all material respects notices that were given by any Governmental Authority to the Company any Company Benefit Plan during the past five (5) years, and (v) any trust documents, funding vehicles and any material third-party Contracts with all applicable provisions respect to such Company Benefit Plan. The Company does not utilize a “professional employer organization” (PEO), employee leasing company or other similar organization to provide benefits to its workforce. (b) Neither the Company nor any of ERISA and its Subsidiaries maintains or has ever maintained any compensatory arrangement that would, if maintained, be within the U.S. Internal Revenue Code definition of 1986, as amended “Company Benefit Plan” nor has it failed to maintain to a Company Benefit Plan when required to do so. (the “Code”c) and each Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination determination, advisory, or opinion letter from the Internal Revenue Service IRS, or has pending or has time remaining in which to file an application for such a determination from the IRS. Any operational failures under such plan have been corrected in accordance with applicable guidance. There has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code, other than a transaction that is exempt under a statutory or administrative exemption) with respect to its qualified status under Section 401(a) of the Code and its related trust’s exempt status under Section 501(a) of the Code and the any Company is not aware of any circumstances likely to Benefit Plan that could result in the loss of a material benefit of, or the qualification incurrence of any such plan under Section 401(a) of a material Liability by the CodeCompany or its Subsidiaries. (bd) Except as would notNone of the Company, individually any of its Subsidiaries or in the aggregateany ERISA Affiliate has ever maintained, have a Material Adverse Effectcontributed to, or had any Liability with respect to each Company Benefit Plan to, any (i) “defined benefit plan” (as defined in Section 3(35) of ERISA) or any other plan that is or was subject to Title IV or Section 302 the funding requirements of ERISA or Section 412 or 4971 of the Code: (A) no Company Benefit Plan has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Section 302 or Title IV of ERISA, (ii) applicable “multiemployer plan” (as defined in Section 3(37) of ERISA), (iii) multiple employer plan (as described in Section 413(c) of Code or Section 210 of ERISA), (iv) “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), or (v) funded welfare benefit plan within the meaning of Section 419 of the Code, nor has the Company or any of its Subsidiaries maintained or participated in any Company Benefit Plan that has covered employees outside of the United States or that has been subject to the Laws of any jurisdiction other than the United States. (e) Section 4.13(e) of the Company Disclosure Schedule discloses each: (i) agreement with any stockholder, director, executive officer or other employee of the Company or its Subsidiaries (A) the benefits of which are contingent, or the terms of which are altered, upon the occurrence of a transaction involving the Company of the nature of any of the transactions contemplated by this Agreement, (B) providing any term of employment or compensation guarantee or (C) providing severance benefits or other benefits after the termination of employment of such stockholder, director, executive officer or employee; and (ii) agreement or plan binding the Company or its Subsidiaries, including any stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan, severance benefit plan or Company Benefit Plan, whether any of the benefits of which will be increased, or not waived the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. (f) Except as required by Law, no Company Benefit Plan provides any post-employment medical or life insurance benefits. (g) No act or omission has occurred and no application for a waiver of the minimum funding standard condition exists with respect to any Company Benefit Plan has been submitted; that would subject Buyer, the Company, any of its Subsidiaries, or any plan participant to (Bi) no reportable event within any fine, penalty, Tax or Liability of any kind imposed under ERISA, the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred Code or any other applicable Law (other than in connection Liabilities associated with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV routine operation of ERISA has been or is expected to be incurred by the Company Benefit Plan) or (ii) any entity that is required contractual indemnification or contribution obligation protecting any fiduciary, insurer or service provider with respect to be aggregated with any Company Benefit Plan, nor will the Company pursuant transactions contemplated by this Agreement give rise to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code)Liability. (ch) Except as would not, individually There are no loans or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily for the benefit extensions of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by credit from the Company or any of its Significant Subsidiaries to any Company Employee or any service provider to the Company or any of its Subsidiaries (other than advances of business expenses in the ordinary course of business). There is no corporate-owned life insurance (COLI), split-dollar life insurance policy or any other life insurance policy on the life of any Company Employee or on any Company Stockholder. (i) Each Company Benefit Plan that is a “Excluded Non-US Plans”): nonqualified deferred compensation plan” (Aas defined in Code Section 409A(d)(1)) (1) has been operated in all employer and employee contributions required by Law or by the terms of the Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are material respects in compliance with all requirements of applicable Law and Code Section 409A. No service provider to the terms of such Foreign Plan; (BCompany or its Subsidiaries has incurred liability for tax imposed under Section 409A(a)(1)(B) in connection with participation in any Company Benefit Plan or otherwise as a result of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together service provider’s arrangements with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authorities.the

Company Benefit Plans. (a) Except Section 4.13(a) of the Company Disclosure Letter sets forth a complete list, as of the date hereof, of each material Company Benefit Plan. With respect to each material Company Benefit Plan, the Company has made available to Acquiror, to the extent applicable, true, complete and correct copies of (A) such Company Benefit Plan (or, if not in writing, a written summary of its material terms) and all plan documents, trust agreements, insurance Contracts or other funding vehicles and all amendments thereto, (B) the most recent summary plan descriptions, including any summary of material modifications, (C) the most recent annual reports (or equivalent filings or audits required to be made by applicable Law), if any, required by applicable Law to be filed with a Governmental Authority with respect to Taxes in connection with each Company Benefit Plan, (D) the most recent determination or opinion letter, or equivalent materials, from the applicable taxing authority with respect to each Company Benefit Plan, if any, and (E) the most recent actuarial report or other financial statement relating to such Company Benefit Plan. (i) Each Company Benefit Plan has been established, operated, funded, maintained and administered in compliance with its terms and all applicable Laws, including ERISA and the Code, except where failure to comply would notnot be or reasonably be expected to be material to the Company and its Subsidiaries, individually taken as a whole; (ii) in all material respects, all contributions required to be made with respect to any Company Benefit Plan on or before the date hereof have been made and all obligations in the aggregate, have a Material Adverse Effect, respect of each Company Benefit Plan is as of the date hereof have been accrued and reflected in compliance in design and operation in all material respects with all applicable provisions of ERISA and the U.S. Internal Revenue Code of 1986, as amended Company’s financial statements to the extent required by IFRS; (the “Code”iii) and each Company Benefit Plan that which is intended to be qualified under within the meaning of Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service with respect IRS as to its qualification or may rely upon an opinion letter for a prototype plan and, to the knowledge of the Company, no fact or event has occurred that would reasonably be expected to adversely affect the qualified status under Section 401(a) of the Code and its related trust’s exempt status under Section 501(a) of the Code and the Company is not aware of any circumstances likely to result in the loss of the qualification of any such plan under Section 401(a) of the CodeCompany Benefit Plan. (bc) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each No Company Benefit Plan is a multiemployer pension plan (as defined in Section 3(37) of ERISA) (a “Multiemployer Plan”) or other pension plan that is subject to Title IV or Section 302 of ERISA or (“Title IV Plan”), a multiple employer plan (as described in Section 412 or 4971 413(c) of the Code: ) or a multiple employer welfare arrangement (Aas defined in Section 3(40) no of ERISA), and neither the Company Benefit Plan nor any of its ERISA Affiliates has failed sponsored or contributed to, been required to satisfy the minimum funding standard (contribute to, or had any actual or contingent liability under any such plan at any time within the meaning previous six (6) years. Neither the Company nor any of Sections 412 and 430 its ERISA Affiliates has incurred any withdrawal liability under Section 4201 of the Code or Section 302 of ERISAERISA that has not been fully satisfied. (d) applicable With respect to such each Company Benefit Plan, no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to the knowledge of the Company, threatened, and to the knowledge of the Company, no facts or circumstances exist that would reasonably be expected to give rise to any such actions, suits or claims. (e) No Company Benefit Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not waived and no application insured) for a waiver employees or former employees of the minimum funding standard Company or any Subsidiary for periods extending beyond their retirement or other termination of service, other than (i) coverage mandated by applicable Law, (ii) death benefits under any “pension plan,” or (iii) benefits the full cost of which is borne by the current or former employee (or his or her beneficiary). (f) Except as set forth on Section 4.13(f) of the Company Disclosure Letter, the consummation of the transactions contemplated hereby will not, either alone or in combination with respect another event (such as a termination of employment or service following the consummation of the transactions contemplated hereby), (i) entitle any current or former employee, officer or other individual service provider of the Company or any Subsidiary of the Company to any Company Benefit Plan has been submitted; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (severance pay or any other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been compensation or is expected benefits payable or to be incurred provided by the Company or any entity that is required to be aggregated with Subsidiary of the Company pursuant or (ii) accelerate the time of payment, funding or vesting, or increase the amount of compensation or benefits due to any such employee, officer or other individual service provider by the Company or a Subsidiary of the Company. The consummation of the transactions contemplated hereby will not, either alone or in combination with another event, result in any “excess parachute payment” under Section 414 280G of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate or any such plan or made any inquiry which would reasonably be expected to lead to termination corresponding provision of any such planstate, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination oflocal, or the appointment of a trustee to administer, any such plan; and (E) no non-U.S. Tax Law). No Company Benefit Plan isprovides for a Tax gross-up, make whole or is expected similar payment with respect to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA the Taxes imposed under Sections 409A or Section 430(i)(4) 4999 of the Code). (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each . Each Company Benefit Plan maintained primarily for the benefit of current that constitutes, in whole or former employeesin part, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law or by the terms nonqualified deferred compensation plan” subject to Section 409A of the Foreign Plan have Code has been made, documented and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are operated in compliance with all requirements Section 409A of applicable Law the Code and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to regulations thereunder in all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authoritiesmaterial respects.

Company Benefit Plans. (a) Except as would notas, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) each Company Benefit Plan is has been established, maintained, operated and administered, in all respects, in compliance in design with its terms and operation in all material respects with all applicable provisions Law and (ii) no nonexempt “prohibited transaction” within the meaning of Section 406 of ERISA and Section 4975 of the U.S. Internal Revenue Code of 1986has occurred or is reasonably expected to occur with respect to any Company Benefit Plan. (b) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, as amended of the date hereof, there are no Actions pending or, to the Knowledge of the Company, threatened on behalf of or against any Company Benefit Plan, the assets of any trust under any Company Benefit Plan, or the plan sponsor, plan administrator or any fiduciary or any Company Benefit Plan with respect to the administration or operation of such plans, other than routine claims for benefits. (c) Except as, individually or in the “Code”) aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, each Company Benefit Plan that is intended to be qualified “qualified” under Section 401(a) 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect IRS to its qualified status under Section 401(asuch effect and nothing has occurred or is reasonably expected to cause the loss of such qualification. (d) Neither the execution or delivery of this Agreement, nor the consummation of the Code and its related trust’s exempt status under Section 501(aTransactions will (either alone or upon the occurrence of any additional or subsequent events) (i) result in any payment or benefit becoming due or payable, or required to be provided, to any director, employee or independent contractor of the Code Company or any Company Subsidiary, (ii) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such director, employee or independent contractor, (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation or (iv) except as would not be material to the Company and the Company is not aware of any circumstances likely to Subsidiaries taken as a whole, result in the loss of the qualification payment of any such plan under amount that could, individually or in combination with any other payment or benefit, constitute an “excess parachute payment” within the meaning of Section 401(a) 280G of the Code. (be) Except as would notas, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, all contributions required to be made to any Company Benefit Plan by applicable Law, any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Company Benefit Plan, for any period through the date of this Agreement have been timely made or paid in full or, to the extent not required to be made or paid on or before the date of this Agreement, have been fully reflected on the consolidated financial statements of Company included in the Company SEC Documents. (f) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to each Company Benefit Plan that is subject to Title IV or Section 302 the Laws of ERISA or Section 412 or 4971 of the Code: (A) no Company Benefit Plan has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Company Benefit Plan has been submitted; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (jurisdiction other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code). (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily for the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each whether or not United States law also applies) (a “Foreign Company Benefit Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (Ai) (1) all employer and employee contributions required by Law or by the terms of the Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient Company Benefit Plan required to procure be registered or provide intended to meet certain regulatory or other requirements for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan favorable tax treatment has been timely and properly registered as required and has been maintained in good standing with the applicable regulatory authoritiesauthorities and requirements; (ii) each Foreign Company Benefit Plan has been established, maintained, funded and administered in accordance with its terms and applicable Law and (iii) all Foreign Company Benefit Plans that are required to be funded are fully funded, and adequate reserves have been established with respect to any Foreign Company Benefit Plan that is not required to be funded.

Company Benefit Plans. (a) Except as would not, individually or in the aggregate, have Set forth on Schedule 4.17(a) is a Material Adverse Effect, list of each Company Benefit Plan. With respect to each Company Benefit Plan, the Members have made available to the Purchaser correct and complete copies of each of the following: (i) the plan document, together with all amendments, or if unwritten, a written summary of all material plan terms; (ii) where applicable, any trust agreements, insurance policies and other documents establishing other funding arrangements; (iii) any summary plan descriptions and employee handbooks; (iv) in the case of any Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination (or opinion) letter, if any, from the IRS; (v) all filings required to be made with any Governmental Entity during the two (2) calendar years preceding the date of this Agreement; (vi) the two (2) most recent financial statements and actuarial valuation reports thereof; and (vii) any materials relating to any government investigation or audit or any submission under any voluntary compliance procedures. (b) None of the Company or any of its Subsidiaries nor any ERISA Affiliate has ever maintained or been required to contribute to any benefit plan subject to Title IV of ERISA, or subject to Section 412 of the Code or Section 302 of ERISA. None of the Company or any of its Subsidiaries nor any ERISA Affiliate has ever has been required to contribute to any “multiemployer plan” as defined in Section 4001(a)(3) of ERISA. No Liability under Title IV of ERISA has been or is expected to be incurred by any of the Company or any of its Subsidiaries or any ERISA Affiliate. (c) Each Company Benefit Plan, including any associated trust or fund, has been administered in compliance in design and operation in all material respects with all applicable provisions of ERISA its terms and the U.S. Internal Revenue applicable requirements of ERISA, the Code of 1986and any other applicable Laws, as amended (except to the “Code”) and each extent that any such noncompliance could not result in a material liability. Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or is the subject of a favorable opinion letter from the Internal Revenue Service IRS on the form of such Company Benefit Plan, and no event has occurred and no facts or circumstances exist that would cause the IRS to revoke or fail to issue such letter. None of the Company or any of its Subsidiaries has filed, and is not considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Company Benefit Plan. (d) None of the Company or any of its qualified status under Subsidiaries, nor any other “disqualified person” or “party in interest” (as defined in Section 401(a4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in any transaction with respect to any Employee Benefit Plan that would be reasonably likely to subject any of the Company or any of its related trust’s exempt status Subsidiaries to any Taxes or penalty (civil or otherwise) imposed by ERISA, the Code or other applicable Law. (e) All contributions, assessments and premium payments required to be made on account of each Company Benefit Plan have either been made or accrued on the Financial Statements, and each of the Company and its Subsidiaries has timely deposited all amounts withheld from employees into appropriate trusts or accounts, and no event has occurred or condition exists that would reasonably be expected to result in a material increase in the level of such amounts paid or accrued for the most recently ended fiscal year. There are no existing or, to the Knowledge of the Members, threatened Legal Proceedings relating to a Company Benefit Plan, other than routine claims for information or benefits in the Ordinary Course and there is no reasonable basis for any such Legal Proceeding (other than such routine claims). (f) Other than as required under Section 501(a601 et seq. of ERISA or Section 4980B of the Code, no Company Benefit Plan provides for post-employment or retiree health, life insurance and/or other welfare benefits, and none of the Company or any of its Subsidiaries has any obligation to provide any such benefits to any retired or former employees or active employees following such employees’ retirement or termination of service. Except as set forth on Schedule 4.17(f), each Company Benefit Plan may be amended or terminated by one of the Company or any of its Subsidiaries (as applicable) without any material Liability (except Ordinary Course administration expenses). (g) Except as set forth on Schedule 4.17(g), neither the execution and delivery of this Agreement nor the consummation of the Transactions could (either alone or in conjunction with any other event) (i) result in, or cause the accelerated vesting, payment, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer, director or other service provider of any of the Company or any of its Subsidiaries under any Company Benefit Plan, (ii) result in any severance, termination or similar types of payments or benefits or (iii) result in a requirement to pay any tax “gross-up” or similar “make-whole” payments to any employee, director or consultant of the Company or any of its Subsidiaries. (h) Each Company Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder, except to the Company is extent that any such noncompliance could not aware of any circumstances likely to result in the loss of the qualification of any such plan under Section 401(a) of the Codea material liability. (bi) Except as would not, individually or in Each of the aggregate, have a Material Adverse Effect, with respect to Company and its Subsidiaries and each Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (A) no Company Benefit Plan has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Company Benefit Plan has been submitted; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such group health plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4733(a)(1) of ERISA or Section 430(i)(4) of the Code). (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily for the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Company Health Plan”) (i) is currently in compliance with the Patient Protection and Affordable Care Act, Pub. L. No. 111-148 (“PPACA”), excluding any Foreign Plans that are statutorily requiredthe Health Care and Education Reconciliation Act of 2010, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law or by the terms of the Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authoritiesPub.

Company Benefit Plans. (a) Except as would not, individually or in the aggregate, have a Material Adverse Effect, Schedule 4.18 lists each material Company Benefit Plan is in compliance in design and operation in all material respects with all applicable provisions of ERISA and the U.S. Internal Revenue Code of 1986Plan, as amended (the “Code”) and each other than any Company Benefit Plan that is terminable at will or provides for an annual base salary of $250,000 or less. (b) Neither the Company nor any of its ERISA Affiliates has ever maintained, sponsored, contributed to, or had an obligation to maintain, sponsor or contribute to, or has any liability under or with respect to (i) a “defined benefit plan,” as defined in Section 3(35) of ERISA, (ii) a pension plan subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code, (iii) a “multiemployer plan,” as defined in Section 3(37) of ERISA, (iv) a “multiple employer plan” (within the meaning of Section 413 of the Code), (v) a “voluntary employees’ beneficiary association” (within the meaning of Section 501(c)(9) of the Code), (vi) an organization or trust described in Sections 501(c)(17) or 501(c)(20) of the Code or (vii) a “welfare benefits fund” described in Section 419(e) of the Code. No current or former employee, officer, director, consultant or other service provider of the Company or any of its Subsidiaries is or may become entitled under any Company Benefit Plan to receive health, life insurance or other welfare benefits (whether or not insured), beyond their retirement or other termination of service, other than health continuation coverage as required by Section 4980B of the Code or other applicable law. (c) Each Company Benefit Plan has been administered in all material respects in accordance with its terms and applicable Law. Each Company Benefit Plan intended to be qualified under Section 401(a) of the Code has either received a favorable determination letter from the Internal Revenue Service with respect IRS or may rely on a favorable opinion letter issued by the IRS, and, to its qualified status under Section 401(a) the Knowledge of the Code and its related trust’s exempt status under Section 501(aCompany, nothing has occurred since the date of such determination or opinion letter that would reasonably be expected to adversely affect such qualification. (d) of the Code and the Company is Except as would not aware of any circumstances be reasonably likely to result in the loss of the qualification of any such plan under Section 401(a) of the Code. (b) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect there are no actions, suits, audits or investigations by any Governmental Authority or other claims (except for routine claims for benefits) pending or, to each the Knowledge of the Company, threatened, against or involving any Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 Plan. (e) Neither the execution and delivery of the Code: (A) no Company Benefit Plan has failed to satisfy Transaction Documents, nor the minimum funding standard (within the meaning of Sections 412 and 430 consummation of the Code transactions contemplated hereby will (whether alone or Section 302 upon the occurrence of ERISAany additional or further acts or events) applicable (i) result in any payment becoming due to such any current or former employee, officer, director or independent contractor of the Company or any Subsidiary thereof or satisfy any prerequisite (whether exclusive or non-exclusive) to any payment or benefit to any current or former employee, director or independent contractor of the Company or any Subsidiary thereof, (ii) increase any benefits under any Company Benefit Plan, whether or not waived and no application for a waiver (iii) result in the acceleration of the minimum time of payment, vesting or funding standard with respect to of any such benefits under any Company Benefit Plan has been submitted; Plan, or (Biv) no reportable event within result in the meaning forgiveness of Section 4043(c) any indebtedness of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV any current or former employee, officer, director or independent contractor of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code)Subsidiary thereof. (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily for the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law or by the terms of the Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authorities.

Company Benefit Plans. (a) Section 4.12 of the Company Disclosure Schedules sets forth a true, correct and complete list, of each material Company Benefit Plan, excluding any Contract with an individual director, executive officer, other employee or individual service provider of the Company or its Subsidiaries unless such individual has an annual base compensation of more than €300,000 or the Contract provides for retention bonuses, severance, or similar payments of more than €300,000. (b) Except as would notnot reasonably be expected to be, individually or in the aggregate, have material to the Company and its Subsidiaries, taken as a Material Adverse Effectwhole, each Company Benefit Plan is has been established, operated and administered in compliance in design with its terms and operation in all material respects with all applicable provisions of ERISA and the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and each Laws. Each Company Benefit Plan that which is intended to be qualified under within the meaning of Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service IRS as to its qualification or may rely upon an opinion letter for a prototype plan and, to the knowledge of the Company, no fact or event has occurred that would reasonably be expected to adversely affect the qualified status of any such Company Benefit Plan. (c) No Company Benefit Plan is and neither the Company nor any of its Subsidiaries has any current or contingent liability or obligation under or with respect to its qualified status under any “defined benefit plan” (as defined in Section 401(a3(35) of ERISA, whether or not subject thereto), any “multiemployer plan” (as defined in Section 3(37) of ERISA) or any plan that is or was subject to Section 412 of the Code and or Title IV of ERISA. Neither the Company nor any of its related trust’s exempt status Subsidiaries has any liability (whether or not assessed) under Section 501(a) Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code and or on account of at any time being considered a single employer under Section 414 of the Code with any other Person. Neither the Company is not aware nor any of its Subsidiaries has any circumstances likely obligation to provide any post-ownership or post-termination welfare benefits other than as required by Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state Law. (d) Neither the execution and delivery of this Agreement by the Company nor the consummation of the Transactions would reasonably be expected to (whether alone or in connection with any subsequent event) (i) result in the loss acceleration or creation of any rights of any Person to payments or benefits or increases in any payments or benefits under any Company Benefit Plan or otherwise, (ii) result in the acceleration of the qualification time of payment, funding or vesting, or forfeiture, of any such plan compensation or benefits to any Person under Section 401(aany Company Benefit Plan or otherwise or (iii) result in severance pay or any increase in severance pay upon any termination of the Codeemployment. (be) Except as would notThe Company and its Subsidiaries do not maintain any obligations to gross-up or reimburse any individual for any tax or related interest or penalties incurred by such individual, individually including under Sections 409A, 457A or in 4999 of the aggregate, have a Material Adverse Effect, with respect to each Code or otherwise. (f) Each Company Benefit Plan that is a “nonqualified deferred compensation plan” subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (A) no Company Benefit Plan has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 409A of the Code or Section 302 of ERISA) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Company Benefit Plan has been submitted; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 457A of the Code has been established, documented, operated and maintained in compliance with Section 409A of the Code or Section 457A of the Code in all material respects, and all applicable regulations and notices issued thereunder. (an “ERISA Affiliate”); (Dg) the PBGC has not instituted proceedings to terminate any such plan No payment, amount or made any inquiry which benefit that would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination ofbe, or has been, received by or provided to (whether in cash or property or the appointment vesting of cash or property or the cancellation of indebtedness) any current or former employee, officer, shareholder, director or other individual independent contractor of the Company and its Subsidiaries or any of its Affiliates as a trustee to administer, result of the execution and delivery of this Agreement or the consummation of the Transactions (whether alone or in connection with any such plan; and (Esubsequent event) no Company Benefit Plan is, or is would reasonably be expected to be, in be characterized as an “at-riskexcess parachute payment” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4280G(b)(1) of the Code). (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily for the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law or by the terms of the Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authorities.

Company Benefit Plans. (a) Schedule 4.12(a) hereto lists each Company Plan (as defined in ---------------- Section 4.12(b)). With respect to each material Company Plan, the Company has ---------------- made (or as soon as practicable will make) available to Parent a true and correct copy of (i) the three most recent annual reports (Form 5500) filed with the Internal Revenue Service (the "IRS"), (ii) such Company Plan and any --- amendments thereto, (iii) each trust agreement, insurance contract or administration agreement relating to such Company Plan and the latest financial statements thereof, (iv) the most recent summary plan description of each Company Plan for which a summary plan description is required, (v) the most recent actuarial report or valuation relating to a Company Plan subject to Title IV of ERISA, (vi) the most recent determination letter, if any, issued by the IRS with respect to any Company Plan intended to be qualified under Section 401(a) of the Code and (vii) any written description that exists as of the date of this Agreement of any unwritten Company Plan. Except as would not, individually or in the aggregate, have a Material Adverse EffectEffect on the Company, (i) each Company Benefit Plan is in compliance in design and operation in all material respects complies with all applicable provisions of ERISA statutes and governmental rules and regulations, including but not limited to ERISA, the Code and the U.S. Internal Revenue Code Consolidated Omnibus Budget Reconciliation Act of 19861985, as amended ("COBRA"), ----- and (ii) no "reportable event" (within the “Code”meaning of Section 4043 of ERISA) has occurred with respect to any Company Plan for which the 30 day notice requirement has not been waived, (iii) none of the Company or its Subsidiaries is or has been obligated to contribute or otherwise may have any liability with respect to any Company Multiemployer Plan (as hereinafter defined), (iv) no action has been taken, or is currently being considered, to terminate any Company Plan subject to Title IV of ERISA, (v) the Company has complied with the continued medical coverage requirements of COBRA, (vi) no Company Plan has engaged in a "prohibited transaction" (as defined in Section 4975 of the Code or Section 406 of ERISA) and each Company Benefit Plan that is intended to be qualified (vii) no liability under Title IV or Section 401(a) 302 of ERISA or Section 412 of the Code has received a favorable determination letter from been incurred by the Internal Revenue Service with respect Company that has not been satisfied in full, and to its qualified status under Section 401(a) the knowledge of the Code and its related trust’s exempt status under Section 501(a) of the Code and Company no condition exists that presents a risk to the Company is not aware of any circumstances likely to result in the loss of the qualification of incurring any such plan under Section 401(a) of the Code. (b) liability. Except as would not, individually or in the aggregate, have a Material Adverse EffectEffect on the Company, with respect to each no Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: ERISA, nor any trust created thereunder, has incurred any "accumulated funding deficiency" (A) no Company Benefit Plan has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or as defined in Section 302 of ERISA) applicable to such Company Benefit Plan), whether or not waived and no application for a waiver of the minimum funding standard waived. (b) All contributions required to be made with respect to any Company Benefit Plan has on or prior to the Effective Time have been submitted; (B) timely made or are reflected on the most recent balance sheet of the Company. With respect to the Company Plans, no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by which the Company would be subject to any liability under the terms of such Company Plans, ERISA, the Code or any entity that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry other applicable law which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code). (c) Except as would nothave, individually or in the aggregate, have a Material Adverse EffectEffect on Parent. Except as set forth in Schedule 4.12(b) ---------------- hereto, with respect to each Company Benefit Plan maintained primarily for the benefit of any current or former employeesemployee, officers director, officer, consultant or directors employedcontractor of the Company or its Subsidiaries, consummation of the transactions contemplated by this Agreement shall not result in the payment or otherwise engagedprovision of additional compensation or benefits or accelerate the vesting, outside the United States (each a “Foreign Plan”), excluding payment or funding of any Foreign compensation or benefits. All Company Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (Aintended to be qualified under Section 401(a) (1) all employer and employee contributions required by Law or by the terms of the Foreign Plan Code have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, determined by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authorities.the

Company Benefit Plans. (a) Section 5.14(a) of the Company Disclosure Letter sets forth a complete list, as of the date hereof, of each material Company Benefit Plan. With respect to each material Company Benefit Plan, the Company has made available to Acquiror, to the extent applicable, true, complete and correct copies of (A) such Company Benefit Plan (or, if not in writing, a written summary of its material terms) and, as applicable, all plan documents, trust agreements, insurance Contracts or other funding vehicles and all amendments thereto, (B) the most recent summary plan descriptions, including any summary of material modifications, (C) the most recent annual reports (or equivalent filings or audits required to be made by applicable Law), if any, required by applicable Law to be filed with a Governmental Authority with respect to Taxes in connection with each Company Benefit Plan, (D) the most recent determination or opinion letter, or equivalent materials, from the applicable taxing authority with respect to each Company Benefit Plan, if any, and (E) the most recent actuarial report or other financial statement relating to such Company Benefit Plan. (b) Except as would notset forth on Section 5.14(b) of the Company Disclosure Letter, individually or in the aggregate, have a Material Adverse Effect, (i) each Company Benefit Plan is has been established, operated, funded, maintained and administered in compliance in design with its terms and operation all applicable Laws, including ERISA and the Code, except where failure to comply would not be or reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole; (ii) in all material respects respects, all contributions required to be made with respect to any Company Benefit Plan on or before the date hereof have been made and all applicable provisions obligations in respect of ERISA and the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and each Company Benefit Plan that as of the date hereof have been accrued and reflected in the Company’s financial statements to the extent required by IFRS; (iii) each Company Benefit Plan which is intended to be qualified under within the meaning of Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service IRS as to its qualification or may rely upon an opinion letter for a prototype plan and, to the knowledge of the Company, no fact or event has occurred that would reasonably be expected to adversely affect the qualified status of any such Company Benefit Plan. (c) No Company Benefit Plan is a multiemployer pension plan (as defined in Section 3(37) of ERISA) (a “Multiemployer Plan”) or other pension plan that is subject to Title IV of ERISA (“Title IV Plan”), and neither the Company nor any of its ERISA Affiliates has sponsored or contributed to, been required to contribute to, or had any actual or contingent liability under, a Multiemployer Plan or Title IV Plan at any time within the previous six (6) years. Neither the Company nor any of its ERISA Affiliates has incurred any withdrawal liability under Section 4201 of ERISA that has not been fully satisfied. (d) With respect to each Company Benefit Plan, no material actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to the knowledge of the Company, threatened, and to the knowledge of the Company, no facts or circumstances exist that would reasonably be expected to give rise to any such material actions, suits or claims. (e) No Company Benefit Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees or former employees of the Company or any Subsidiary for periods extending beyond the cessation of their employment with the Company or any Subsidiary (as the case may be) for any reason, other than (i) coverage mandated by applicable Law, (ii) death benefits under any “pension plan,” or (iii) benefits the full cost of which is borne by the current or former employee (or his or her beneficiary). (f) No Company Benefit Plan is, and the Company has never sponsored, maintained or contributed to, a U.S. Benefit Plan. (g) Except as set forth on Section 5.14(g) of the Company Disclosure Letter, the consummation of the transactions contemplated hereby will not, either alone or in combination with another event (such as termination following the consummation of the transactions contemplated hereby), (i) entitle any current or former employee, officer or other service provider of the Company or any Subsidiary of the Company to any severance pay or any other compensation or benefits payable or to be provided by the Company or any Subsidiary of the Company, (ii) accelerate the time of payment, funding or vesting, or increase the amount of compensation or benefits due to any such employee, officer or other individual service provider by the Company or a Subsidiary of the Company, or (iii) accelerate the vesting and/or settlement of any Restricted Stock Unit Award. (h) The consummation of the transactions contemplated hereby will not, either alone or in combination with another event, result in any “excess parachute payment” under Section 280G of the Code (or any corresponding provision of state, local, or non-U.S. Tax Law). No Company Benefit Plan provides for a Tax gross-up, make whole or similar payment with respect to its qualified status the Taxes imposed under Section 401(a) of the Code and its related trust’s exempt status under Section 501(a) of the Code and the Company is not aware of any circumstances likely to result in the loss of the qualification of any such plan under Section 401(a) Sections 409A or 4999 of the Code. (bi) Except as would not, individually or All Company Options and Restricted Stock Unit Awards have been granted in the aggregate, have a Material Adverse Effect, accordance with respect to each Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (A) no Company Benefit Plan has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Company Benefit Plan has been submitted; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code). (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily for the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law or by the terms of the Foreign Plan have been madeCompany Incentive Plans. The Company has made available to Acquiror accurate and complete copies of (i) the Company Incentive Plans, (ii) the forms of standard award agreement under the Company Incentive Plans and (iii) a list of all outstanding equity and equity-based awards granted under any Company Incentive Plans, together with the material terms thereof (including, but not limited to, grant date, exercise price, vesting terms, form of award, expiration date, and all liabilities number of shares underlying such award). The treatment of the Company Options and its Significant Subsidiaries have been satisfied, or, in each case accrued, by Restricted Stock Unit Awards under this Agreement does not violate the terms of the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and Incentive Plans or any Contract governing the terms of such Foreign Plan; (B) as awards and will not cause adverse Tax consequences under Section 409A of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authoritiesCode.

Company Benefit Plans. (a) Except Parent shall cause the Surviving Corporation to maintain the Company's existing compensation, severance, welfare and pension benefit plans, programs and arrangements for the benefit of current and former employees of the Company and its subsidiaries (subject to such modification as would not, individually may be required by applicable law or in to maintain the aggregate, have a Material Adverse Effect, each Company Benefit Plan is in compliance in design and operation in all material respects with all applicable provisions tax exempt status of ERISA and the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and each Company Benefit Plan that any such plan which is intended to be qualified under Section 401(a) of the Code has received a Code); provided, however, that nothing herein shall prohibit Parent from (i) replacing any such existing plans, programs or arrangements with plans, programs or arrangements ("Replacement Plans") which provide current active or inactive employees or former employees with benefits which, in the reasonable opinion of Parent, are not less favorable determination letter from in the Internal Revenue Service with respect aggregate than the benefits that would have been provided under such existing plans, programs or arrangements to its qualified status the extent such replacement is permitted under Section 401(a) the terms of the Code applicable plans, programs or arrangements; provided, that Parent may not subsequently replace such Replacement Plans with other plans, programs or arrangements, unless such plans, programs or arrangements provide such employees with benefits which, in the reasonable opinion of Parent, are not less favorable in the aggregate than the benefits provided under Parent's plans, programs or arrangements or (ii) including current active or inactive employees or former employees of the Company in the plans, programs and arrangements generally available to employees of Parent and its related trust’s exempt status subsidiaries other than the Surviving Corporation in lieu of participation in any Company plan, program or arrangement; provided, that such Parent plans, programs and arrangements (A) provide such employees with benefits which, in the reasonable opinion of Parent, are not less favorable in the aggregate than the benefits that would have been provided under Section 501(a) of the Code and the Company is plans, programs or arrangements and (B) do not aware discriminate against such employees compared to other employees of any circumstances likely to result in the loss of the qualification of any such plan under Section 401(a) of the CodeParent and its subsidiaries. (b) Except as would notAll service credited to each employee by the Company or its subsidiaries through the Effective Time shall be recognized by Parent for all purposes, individually including for purposes of eligibility, vesting and benefit accruals under any employee benefit plan provided by Parent for the benefit of the employees; provided, however, that, to the extent necessary to avoid duplication of benefits, amounts payable under employee benefit plans provided by Parent may be reduced by amounts payable under similar Company plans with respect to the same periods of service. Any benefits accrued by employees of the Company and its subsidiaries prior to the Effective Time under any of the Company's defined benefit pension plans that employ a final average pay formula shall be calculated based on such employees' final average pay with the Surviving Corporation or in any successor to the aggregate, have a Material Adverse EffectSurviving Corporation or other affiliate of Parent employing such employees. In addition, with respect to each Company Benefit Plan that is subject to Title IV any welfare benefit plan established or Section 302 maintained by Parent or its subsidiaries for the benefit of ERISA or Section 412 or 4971 employees of the Code: (A) no Company, Parent shall, or shall cause the relevant subsidiary to, waive any pre-existing condition exclusions other than any pre-existing condition that was not waived by a Company Benefit Plan has failed to satisfy plan and provide that any covered expenses incurred on or before the minimum funding standard (within the meaning of Sections 412 and 430 Effective Time in respect of the Code or Section 302 of ERISA) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver current plan year by any employee of the minimum funding standard with respect to any Company Benefit Plan has been submitted; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to covered dependent of such an employee) shall be aggregated with taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Company pursuant to Section 414 Effective Time in respect of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such current plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code)year. (c) Except as would notParent hereby agrees to cause the Surviving Corporation to honor (without modification) and assume the severance policies, individually or in the aggregateemployment agreements, have a Material Adverse Effect, with respect executive termination agreements and individual benefit arrangements previously disclosed to each Company Benefit Plan maintained primarily for the benefit Parent. (d) The provisions of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding this Section 6.05 shall not apply to any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law or by subject to the terms of the Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authoritiescollective bargaining plan.

Company Benefit Plans. (a) Except as would not, individually or in the aggregate, have a Material Adverse Effect, Schedule 5.18 lists each material Company Benefit Plan is in compliance in design and operation in all material respects with all applicable provisions of ERISA and the U.S. Internal Revenue Code of 1986Plan, as amended (the “Code”) and each other than any Company Benefit Plan that is terminable at will or provides for an annual base salary of $250,000 or less. (b) Neither the Company nor any of its ERISA Affiliates has ever maintained, sponsored, contributed to, or had an obligation to maintain, sponsor or contribute to, or has any liability under or with respect to (i) a “defined benefit plan,” as defined in Section 3(35) of ERISA, (ii) a pension plan subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code, (iii) a “multiemployer plan,” as defined in Section 3(37) of ERISA, (iv) a “multiple employer plan” (within the meaning of Section 413 of the Code), (v) a “voluntary employees’ beneficiary association” (within the meaning of Section 501(c)(9) of the Code), (vi) an organization or trust described in Sections 501(c)(17) or 501(c)(20) of the Code or (vii) a “welfare benefits fund” described in Section 419(e) of the Code. No current or former employee, officer, director, consultant or other service provider of the Company or any of its Subsidiaries is or may become entitled under any Company Benefit Plan to receive health, life insurance or other welfare benefits (whether or not insured), beyond their retirement or other termination of service, other than health continuation coverage as required by Section 4980B of the Code or other applicable law. (c) Each Company Benefit Plan has been administered in all material respects in accordance with its terms and applicable Law. Each Company Benefit Plan intended to be qualified under Section 401(a) of the Code has either received a favorable determination letter from the Internal Revenue Service with respect IRS or may rely on a favorable opinion letter issued by the IRS, and, to its qualified status under Section 401(a) the Knowledge of the Code and its related trust’s exempt status under Section 501(aCompany, nothing has occurred since the date of such determination or opinion letter that would reasonably be expected to adversely affect such qualification. (d) of the Code and the Company is Except as would not aware of any circumstances be reasonably likely to result in the loss of the qualification of any such plan under Section 401(a) of the Code. (b) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect there are no actions, suits, audits or investigations by any Governmental Authority or other claims (except for routine claims for benefits) pending or, to each the Knowledge of the Company, threatened, against or involving any Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 Plan. (e) Neither the execution and delivery of the Code: (A) no Company Benefit Plan has failed to satisfy Transaction Documents, nor the minimum funding standard (within the meaning of Sections 412 and 430 consummation of the Code transactions contemplated thereby will (whether alone or Section 302 upon the occurrence of ERISAany additional or further acts or events) applicable (i) result in any payment becoming due to such any current or former employee, officer, director or independent contractor of the Company or any Subsidiary thereof or satisfy any prerequisite (whether exclusive or non-exclusive) to any payment or benefit to any current or former employee, director or independent contractor of the Company or any Subsidiary thereof, (ii) increase any benefits under any Company Benefit Plan, whether or not waived and no application for a waiver (iii) result in the acceleration of the minimum time of payment, vesting or funding standard with respect to of any such benefits under any Company Benefit Plan has been submitted; Plan, or (Biv) no reportable event within result in the meaning forgiveness of Section 4043(c) any indebtedness of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV any current or former employee, officer, director or independent contractor of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code)Subsidiary thereof. (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily for the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law or by the terms of the Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authorities.

Company Benefit Plans. (a) Except Set forth in Section 3.19(a) of the Company Disclosure Schedule is a list as would notof the date hereof of each Company Benefit Plan. For each Company Benefit Plan, individually the Company has made available to Parent a copy of such plan (or in the aggregatecase of individual agreements that are based on a form agreement, have a Material Adverse Effectcopy of such form) and all material amendments thereto. (b) None of the Company nor any of its ERISA Affiliates sponsors, each maintains or contributes to (or is obligated to contribute to) or has, within the last six (6) years, sponsored or maintained, contributed or been obligated to contribute to, or has any liability with respect to: any plan that is (i) subject to Title IV of ERISA, (ii) a “multiemployer plan” within the meaning of Section 3(37) of ERISA, (iii) a “multiple employer plan” within the meaning of Section 413(c) of the Code or (iv) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. (c) No Company Benefit Plan is provides any post-retirement medical, dental or life insurance benefits to any current or former Company Employee (other than coverage mandated by Applicable Law, including COBRA). (d) Except as set forth on Section 3.19(d) of the Company Disclosure Schedule, the Company does not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred under Section 409A of the Code. (e) Except as expressly provided in compliance this Agreement or as set forth on Section 3.19(e) of the Company Disclosure Schedule, neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement will (i) entitle any Company Employee to any material payment or benefit or accelerate the time of payment or vesting of any material compensation or benefits, in design and operation in all material respects with all applicable provisions of ERISA and the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and each either case under any Company Benefit Plan or otherwise; or (ii) result in any payment, right or benefit that would (A) not be deductible under Section 280G of the Code and/or (B) could result in any excise tax on any “disqualified individual” (within the meaning of Section 280G of the Code) under Section 4999 of the Code. (f) Each Company Benefit Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service with respect IRS or has applied to its qualified status under Section 401(a) of the Code and its related trust’s exempt status under Section 501(a) of IRS for such a letter within the Code and the Company is applicable remedial amendment period or such period has not aware of any circumstances likely to result in the loss of the qualification of any such plan under Section 401(a) of the Codeexpired. (bg) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (A) no Company Benefit Plan has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Each Company Benefit Plan has been submitted; (B) no reportable event within the meaning of Section 4043(c) of maintained in compliance with its terms and all Applicable Law, including ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code). (c) Except as , except for failures to comply that would not, individually or in the aggregate, have a Material Adverse Effect, with respect not be material to each Company Benefit Plan maintained primarily for the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law or by the terms of the Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfiedSubsidiaries, taken as a whole. (h) No material action, suit, investigation, audit, proceeding or claim (other than routine claims for benefits) is pending against or involves or, to the Company’s knowledge, is threatened against or threatened to involve, any Company Benefit Plan before any Governmental Authority. (i) Notwithstanding any other provisions of this Agreement, the representations and warranties in each case accrued, Section 3.18 and this Section 3.19 constitute the sole and exclusive representations and warranties made by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current the Company Employees, Company Benefit Plans and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions employee and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authoritiesemployee benefit matters.

Company Benefit Plans. (a) Except as would not, individually or in the aggregate, have a Material Adverse Effect, each Company Benefit Plan is in compliance in design and operation in all material respects with all applicable provisions of ERISA and the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service with respect to its qualified status under Section 401(a) of the Code and its related trust’s exempt status under Section 501(a) of the Code and the Company is not aware of any circumstances likely to result in the loss of the qualification of any such plan under Section 401(a) of the Code. (b) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (A) no Company Benefit Plan has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Company Benefit Plan has been submitted; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code). (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily for the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States Xxxxxx Xxxxxx (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law or by the terms of the Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authorities.

Company Benefit Plans. (a) Except as would notSection 3.19(a) of the Company Disclosure Schedule contains a true, individually or in the aggregate, have a Material Adverse Effect, correct and complete list of each Company Benefit Plan and ERISA Affiliate Plan. (b) With respect to each Company Benefit Plan and ERISA Affiliate Plan identified in Section 3.19(a) of the Company Disclosure Schedule, the Company has heretofore delivered or made available to Parent true, correct and complete copies of the plan documents and any amendments thereto (or, in the event the plan is not written, a written description thereof), any related trust, insurance contract or other funding vehicle, any reports or summaries required under all applicable Laws, including ERISA or the Code, the most recent determination or opinion letter received from the IRS with respect to each current Company Benefit Plan or ERISA Affiliate Plan intended to qualify under Code Section 401, nondiscrimination and coverage tests for the most recent full plan year, the most recent annual report (Form 5500) filed with the IRS and financial statements (if applicable), the recent actuarial report or valuations (if applicable). (c) The records of the Company accurately reflect the employment or service histories of its Employees, independent contractors, contingent workers and leased employees, including their hours of service. (d) With respect to each Company Benefit Plan, (i) to the Knowledge of the Company, there has not occurred any non-exempt “prohibited transaction” within the meaning of Section 4975(c) of the Code or Section 406 of ERISA that would subject the Surviving Corporation, its Subsidiaries or Parent to any material liability and (ii) to the Knowledge of the Company, no fiduciary (within the meaning of Section 3(21) of ERISA) of any Company Benefit Plan that is subject to Part 4 of Title I of ERISA has committed a breach of fiduciary duty that would subject the Surviving Corporation, its Subsidiaries or Parent to any liability. The Company has not incurred any excise taxes under Chapter 43 of the Code and, to the Knowledge of the Company, nothing has occurred with respect to any Company Benefit Plan that would reasonably be expected to subject the Surviving Corporation, its Subsidiaries or Parent to any such taxes. The transactions contemplated by this Agreement will not trigger any Taxes under Section 4978 of the Code. No Company Benefit Plan or ERISA Affiliate Plan is or was subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code, and no Company Benefit Plan or ERISA Affiliate Plan is or was a “multiemployer plan” (as defined in Section 3(37) of ERISA), a “multiple employer plan” (within the meaning of Section 413(c) of the Code), or a “multiple employer welfare arrangement” (as defined in Section 3(40)(A) of ERISA), nor has the Company or any of its ERISA Affiliates ever sponsored, maintained, contributed to, or had any liability or obligation with respect to, any such Company Benefit Plan or ERISA Affiliate Plan. (e) Each Company Benefit Plan or ERISA Affiliate Plan has been established, registered, qualified, invested, operated and administered in all material respects in accordance with its terms and in compliance in design with all Applicable Benefit Laws. The Company has performed and operation complied in all material respects with all applicable provisions of ERISA and its obligations under or with respect to the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and each Company Benefit Plans. The Company has not incurred, and no fact exists that reasonably could be expected to result in, any material liability to the Company with respect to any Company Benefit Plan or any ERISA Affiliate Plan, including any liability, tax, penalty or fee under any Applicable Benefit Law (other than to pay premiums, contributions or benefits in the ordinary course of business consistent with past practice). There are no current or, to the Knowledge of the Company, threatened or reasonably foreseeable Encumbrances on any assets of any Company Benefit Plan or ERISA Affiliate Plan. (f) To the Knowledge of the Company, no fact or circumstance exists that could adversely affect the tax-exempt status of a Company Benefit Plan or ERISA Affiliate Plan that is intended to be qualified tax-exempt. Further, each such plan intended to be “qualified” within the meaning of Section 401(a) of the Code and the trusts maintained thereunder that are intended to be exempt from taxation under Section 401(a501(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service with respect to all Applicable Benefits Laws on which the IRS will issue a favorable determination letter on its qualification or has pending or has time remaining in which to file, and to the Knowledge of the Company nothing has occurred subsequent to the date of such favorable determination letter that could adversely affect the qualified status under Section 401(a) of the Code and its related trust’s exempt status under Section 501(a) of the Code and the Company is not aware of any circumstances likely to result in the loss of the qualification of any such plan under Section 401(a) of the Codeplan. (bg) Except as would notThere is no pending or, individually to the Knowledge of the Company, threatened (i) complaint, claim, charge, suit, proceeding or other action of any kind with respect to any Company Benefit Plan or ERISA Affiliate Plan (other than a routine claim for benefits in accordance with such Company Benefit Plan’s or ERISA Affiliate Plan’s claims procedures and that have not resulted in any litigation) or (ii) proceeding, examination, audit, inquiry, investigation, citation, or other action of any kind in or before any Governmental Entity with respect to any Company Benefit Plan or ERISA Affiliate Plan, to the aggregateKnowledge of the Company, and there exists no state of facts that after notice or lapse of time or both reasonably could be expected to give rise to any such claim, investigation, examination, audit or other proceeding or to affect the registration of any Company Benefit Plan or ERISA Affiliate Plan required to be registered. All benefit claims will be paid in accordance with Applicable Benefit Laws and the terms of the applicable Company Benefit Plan or ERISA Affiliate Plan. (h) All contributions and premium payments (including all employer contributions and employee salary reduction contributions) that are due with respect to each Company Benefit Plan have a Material Adverse Effectbeen made within the time periods prescribed by ERISA and the Code, with and all contributions and premium payments for any period ending on or before the Closing Date that are an obligation of the Company and not yet due have either been made to such Company Benefit Plan, or have been accrued on the Company Financial Statements. (i) With respect to each Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (A) no Company Benefit Plan has failed to satisfy the minimum funding standard an employee welfare benefit plan (within the meaning of Sections 412 Section 3(1) of ERISA), all claims incurred by the Company are (i) insured pursuant to a contract of insurance whereby the insurance company bears any risk of loss with respect to such claims, (ii) covered under a contract with a health maintenance organization (an “HMO”), pursuant to which the HMO bears the liability for claims, or (iii) reflected as a liability or accrued for on the Company Financial Statements. Except as set forth in Section 3.19(i) of the Company Disclosure Schedule, no Company Benefit Plan provides or has ever provided benefits, including death, medical or health benefits (whether or not insured), after an Employee’s termination of employment, and 430 the Company does not have any liabilities (contingent or otherwise) with respect thereto other than (A) continuation coverage required pursuant to Section 4980B of the Code or Section 302 and Part 6 of Title I of ERISA, and the regulations thereunder, and any other Applicable Benefit Laws, (B) applicable death benefits or retirement benefits under any employee pension benefit plan, (C) deferred compensation benefits, reflected as liabilities on the Company Financial Statements, or (D) benefits the full cost of which is borne by the current or former Employee (or the Employee’s beneficiary). (j) The transactions contemplated by this Agreement will not result (either alone or in combination with any other event) in: (i) any payment of, or increase in, remuneration or benefits, to such any Employee, officer, director or consultant of the Company; (ii) any cancellation of indebtedness owed to the Company by any Employee, officer, director or consultant of the Company; or (iii) the acceleration of the vesting, funding or time of any payment or benefit to any Employee, officer, director or consultant of the Company. (k) Except as required by the terms of this Agreement, the Company has not announced or entered into any plan or binding commitment to (i) create or cause to exist any additional Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to (ii) adopt, amend or terminate any Company Benefit Plan, other than any amendment required by Applicable Benefit Laws. Each Company Benefit Plan has been submitted; may be amended or terminated in accordance with its terms without liability to the Surviving Corporation, its Subsidiaries or Parent. (Bl) no reportable event Section 3.19(l) of the Company Disclosure Schedule identifies each Company Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 409A of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such planand associated Treasury Department guidance, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “atincluding IRS Notice 2005-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code). (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily for the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States 1 (each a “Foreign NQDC Plan”). With respect to each NQDC Plan, excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): it either (A) (1) all employer and employee contributions required by Law or by the terms of the Foreign Plan have has been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, operated in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in material compliance with all requirements of applicable Law and the terms of such Foreign Plan; Code Section 409A since January 1, 2005, or (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or does not provide for the accrued benefit obligations with respect to all current payment of any benefits that have or will be deferred or vested after December 31, 2004 and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to since October 3, 2004, it has not been “materially modified” within the actuarial assumptions and valuations used to account for such obligations as meaning of Section 409A of the Effective Date in accordance with applicable generally accepted accounting principles; Code and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authoritiesassociated Treasury Department guidance, including IRS Notice 2005-1, Q&A 18.

Company Benefit Plans. (a) Except as would not, individually or not be reasonably expected to result in the aggregate, have a Material Adverse Effect, (i) each Company Benefit Plan is has been administered in compliance in design accordance with its terms and operation in all material respects with all applicable provisions Laws and (ii) all contributions required to be made or premiums required to be paid with respect to a Company Benefit Plan on or before the date hereof have been made or paid, as applicable. (b) Neither the Company, its Subsidiaries nor any ERISA Affiliates of any of the foregoing has ever been a participating employer in or had any obligation to contribute to a (i) defined benefit pension plan that is subject to Section 302 or Title IV of ERISA and or Section 412, 430, 431 or 432 of the U.S. Code, (ii) “multiemployer plan” (within the meaning of Section 3(37) of ERISA), (iii) “multiple employer plan” (within the meaning of Section 413 of the Code) or (iv) “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA). (c) Each Company Benefit Plan intended to qualify under Section 401(a) of the Code either has received a determination letter or opinion letter from the Internal Revenue Service which remains currently in effect stating that the form of such plan is so qualified or has a period of time remaining under the applicable Treasury Regulations and IRS pronouncements in which to apply for and obtain such a determination letter, and nothing has occurred to the knowledge of the Company that would result in the revocation of such qualification. (d) Except as would not be reasonably expected to result in a Material Adverse Effect, no Company Benefit Plan is currently under examination by any governmental agency, and there are no pending or, to the knowledge of the Company, threatened claims, actions, proceedings or litigations by or on behalf of any Company Benefit Plan, any employee or beneficiary covered under any Company Benefit Plan, any governmental agency, or otherwise, in each case involving any Company Benefit Plan (other than routine claims for benefits). (e) No Company Benefit Plan provides post-retirement medical benefits, post-retirement death benefits or other post-retirement welfare benefits, except to the extent of the continuation coverage rules as provided under Section 4980B of the Code or Sections 601 through 608 of 1986, as amended ERISA (the “CodeCOBRA”) or any other similar applicable Law. (f) Except as would not result in a Material Adverse Effect, the Company, its Subsidiaries and each Company Benefit Plan that is intended to be qualified a group health plan is in compliance with the COBRA and the Patient Protection and Affordable Care Act and no penalties under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service with respect to its qualified status under Section 401(a) of the Code and its related trust’s exempt status under Section 501(a) Sections 4980B or 4980H of the Code and the regulations thereunder are assessable against the Company is not aware or its Subsidiaries. (g) Neither the execution and delivery of this Agreement by the Company nor the consummation of the Transactions will (whether alone or in connection with any circumstances likely to subsequent event) (i) result in the loss of the qualification acceleration or creation of any such plan rights of any Person to payments or benefits or increases in any payments or benefits under Section 401(a) of the Code. (b) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each any material Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (Aii) no Company Benefit Plan has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Company Benefit Plan has been submitted; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code). (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily for the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by cause the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law to incur any material liability as a result of any severance pay or by the terms any increase in severance pay upon any termination of the Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authoritiesemployment.

Company Benefit Plans. (a) Except Section 4.22(a) of the Company Disclosure Letter sets forth a complete list, as would notof the date hereof, individually of each Company Benefit Plan. With respect to each Company Benefit Plan, the Company has made available to Parent, to the extent applicable, (i) true, complete and correct copies of such Company Benefit Plan (or, if not written a written summary of its material terms), (ii) all plan documents, trust agreements, insurance Contracts or other funding vehicles and all amendments thereto, (iii) the three most recent Form 5500 (including all schedules thereto) required to have been filed with the Internal Revenue Service and all schedules thereto, (iv) the most recent Internal Revenue Service determination letter, (v) all current employee handbooks or manuals, (vi) all current summary plan descriptions, (vii) all material communications received from or sent to the Internal Revenue Service or the Department of Labor (including a written description of any oral communication) within the last calendar year, and (viii) all amendments and modifications to any such document. (i) Each Company Benefit Plan has been operated, funded and administered in all material respects in compliance with its terms and all applicable Laws, including ERISA and the Code; (ii) all contributions required to be made with respect to any Company Benefit Plan have been made or, to the extent not yet due, accrued and reflected in the aggregate, have a Material Adverse Effect, Company’s financial statements to the extent required by GAAP in accordance with the terms of the Company Benefit Plan and applicable Law; (iii) each Company Benefit Plan is in compliance in design and operation in all material respects with all applicable provisions of ERISA and the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and each Company Benefit Plan that which is intended to be qualified under Section 401(a) within the meaning of the Code has received a favorable determination letter from the Internal Revenue Service with respect to its qualified status under Section 401(a) of the Code and the trust (if any) forming a part thereof has received a favorable determination or opinion letter from the IRS as to its related trust’s qualification and to the effect that each such trust is exempt status from taxation under Section 501(a) of the Code and or may rely upon an opinion letter for a prototype plan and, to the Company is not aware of any circumstances likely to result in the loss knowledge of the qualification Company, no fact or event has occurred that would reasonably be expected to adversely affect the qualified status of any such plan under Section 401(a) Company Benefit Plan. There is no material Action pending or, to the knowledge of the CodeCompany, threatened, against any Company Benefit Plan or the assets of any Company Benefit Plan (other than routine claims for benefits) and, to the knowledge of the Company, no facts or circumstances exist that would reasonably be expected to give rise to any such material Action. (bc) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each No Company Benefit Plan is, and neither the Company or any of its ERISA Affiliates has sponsored or contributed to, been required to contribute to, or has any liability (whether actual or contingent) with respect to, (i) a multiemployer pension plan (for purposes of Sections 4063, 4064 or 4066 of ERISA), (ii) a defined benefit pension plan that is subject to Title IV or Section 302 of ERISA or ERISA, Section 412 or 4971 of the Code: (A) no Company Benefit Plan has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA, (iii) applicable a multiple employer plan (within the meaning of Section 413(c) of the Code), (iv) a multiple employer welfare arrangement (as defined in Section 3(40) of ERISA), (v) a “voluntary employees’ beneficiary association” (as defined in Section 501(c)(9) of the Code) or other funded arrangement for the provision of welfare benefits, or (vi) a welfare benefit plan that is self-insured. Neither the Company or any of its ERISA Affiliates has incurred or would reasonably be expected to such Company Benefit Plan, whether incur any liability under Title I or not waived Title IV of ERISA and no application for a waiver condition exists that would reasonably be expected to subject the Company, either directly or by reason of affiliation with an ERISA Affiliate, to any material Tax, fine, Lien or other Liability imposed by ERISA, the Code or other applicable Law. No assets of the minimum funding standard Company are subject to any Lien under ERISA or the Code. There has been no prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available with respect to any Company Benefit Plan. To the knowledge of the Company, no fiduciary, as described in Section 3(21) of ERISA, of any Company Benefit Plan has been submitted; (B) no reportable event within the meaning any material Liability for breach of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (fiduciary duty or any other than failure to act or comply in connection with the Bankruptcy Casesadministration or investment of the assets of any Company Benefit Plan. (d) Except as set forth on Section 4.22(d) of the Company Disclosure Letter, the consummation of the transactions contemplated hereby (either alone or in combination with another event) will not, either alone or in combination with another event (such as termination following the consummation of the transactions contemplated hereby); , (Ci) no liability entitle any current or former employee, officer or other service provider of the Company to any severance pay, change of control payments, or any other compensation or benefits, (ii) accelerate the time of payment, funding or vesting, or increase the amount of compensation or benefits due any such employee, officer or other than for premiums service provider, (iii) require any contributions or payments to fund any obligations under any Company Benefit Plan, or cause the Pension Company to transfer or set aside any assets to fund any Company Benefit Guaranty Corporation Plan, (iv) limit or restrict the “PBGC”)Company’s rights to amend or terminate any Company Benefit Plan, (v) under Title IV result in any prohibited transaction described in Section 406 of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 4975 of the Code for which an exemption is not available. The consummation of the transactions contemplated by this Agreement (either alone or in combination with another event) will not give rise to any payment (or acceleration of vesting of any amount or benefit) that will be an “ERISA Affiliate”); excess parachute payment” as defined in Section 280G of the Code. (De) The Company do not have, and would not reasonably be expected to have, any material Liability for Taxes under Sections 4975 through 4980 or Sections 4980B through 4980H of the PBGC Code. (f) Neither the Company nor any of its current or former employees or consultants has not instituted proceedings incurred any material Liability (including as a result of any indemnification obligation) arising out of or related to terminate any such plan or made any inquiry which Section 409A of the Code, and no condition exists that would reasonably be expected to lead subject such Person to termination any material Liability (including as a result of any such planindemnification obligation) arising out of or related to Section 409A of the Code. The Company is not a party to, andor otherwise obligated under, no condition exists any contract, agreement, plan or arrangement that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA provides for the termination of, gross-up of Taxes imposed by Sections 409A(a)(1)(B) or 4999 of the appointment of a trustee Code. (g) The Company has no legally binding plan or commitment to administer, create any such plan; and (E) no additional Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA modify or Section 430(i)(4) of the Code). (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each change any existing Company Benefit Plan maintained primarily for that would be reasonably expected to result in material Liabilities to the benefit of current or former employeesCompany, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions except as may be required by Law or by the terms of the Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authoritiesLaws.

Company Benefit Plans. (a) Except as would notSection 4.12 of the Company Disclosure Schedules sets forth a true, individually correct and complete list of each material Company Benefit Plan. For purposes of this Agreement, a “Company Benefit Plan” is a Benefit Plan that is sponsored, maintained or in contributed to by the aggregateCompany or any of its Subsidiaries for the benefit of current or former employees, have a Material Adverse Effectofficers, each directors or consultants of the Company and its Subsidiaries or with respect to which the Company or any of its Subsidiaries has any current or contingent liability or obligation. (b) Each Company Benefit Plan is in compliance in design has been established, maintained, funded and operation administered in all material respects in accordance with its terms and all applicable provisions of ERISA and the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and each Laws. Each Company Benefit Plan that is intended to be meet the requirements of a “qualified plan” under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service IRS or is entitled to rely on a favorable opinion or advisory letter from the IRS, and, to the Knowledge of the Company, nothing has occurred that could reasonably be expected to adversely affect the qualification of such Company Benefit Plan. No Company Benefit Plan is and neither the Company nor any of its Subsidiaries has any Liability under or with respect to its qualified status under any “defined benefit plan” (as defined in Section 401(a3(35) of ERISA, whether or not subject thereto), any “multiemployer plan” (as defined in Section 3(37) of ERISA) or any plan subject to Section 412 of the Code and its related trust’s exempt status under or Title IV of ERISA, any “multiple employer plan” (as defined in Section 501(a) 210 of the Code and the Company is not aware of any circumstances likely to result in the loss of the qualification of any such plan under ERISA or Section 401(a413(c) of the Code. ), or any “multiple employer welfare arrangement” (bas defined in Section 3(40) of ERISA). Neither the Company nor any of its Subsidiaries has any material Liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code. Except as would notnot reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, all contributions and premiums required to be made with respect to the Company Benefit Plans on or before the date hereof have a Material Adverse Effectbeen made or have been accrued for in the respective Financial Statements. (c) No material claim or Proceeding with respect to any Company Benefit Plan (other than routine claims for benefits or domestic relations order) is pending or, to the Company’s Knowledge, threatened. There has been no non-exempt prohibited transaction (as defined in Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary duty (as determined under ERISA) with respect to any Company Benefit Plan where any material liability remains outstanding. (d) With respect to each material Company Benefit Plan, the Company has provided Plum copies of (to the extent applicable): (i) the current plan and trust documents (and all amendments thereto); (ii) the most recent summary plan description provided to participants (and all summaries of material modifications); (iii) the most recent Form 5500 annual report (and all schedules and attachments thereto); (iv) all related insurance contracts or other funding arrangements; (v) the most recent determination, advisory or opinion letter received from the IRS; and (vi) all non-routine and material correspondence with any Governmental Authority occurring within the past three (3) years. (e) With respect to each Company Benefit Plan that is subject to Title IV or Section 302 the Laws of ERISA or Section 412 or 4971 of the Code: (A) no Company Benefit Plan has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Company Benefit Plan has been submitted; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (jurisdiction other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code). (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily for the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each whether or not United States Law also applies) (a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law or by the terms of the each Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient required to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan be registered has been registered as required and has been maintained in good standing in all material respects with applicable regulatory authorities. No Foreign Plan is a defined benefit plan (as defined in ERISA, whether or not subject to ERISA). (f) Except for Change of Control Payments as listed on Section 4.04(b) of the Company Disclosure Schedules, neither the execution and delivery of this Agreement by the Company nor the consummation of the Transactions could (whether alone or in connection with any subsequent event) (i) result in the acceleration or creation of any rights of any Person to payments or benefits or increases in any payments or benefits under any Company Benefit Plan, (ii) result in the acceleration of the time of payment, funding or vesting, or forfeiture, of any compensation or benefits to any Person under any Company Benefit Plan, or (iii) result in severance pay or any increase in severance pay upon any termination of employment. (g) Except for tax equalization agreements set forth on Section 4.12(g) of the Company Disclosure Schedules, the Company and its Subsidiaries do not maintain any obligations to gross-up or reimburse any individual for any tax or related interest or penalties incurred by such individual, including under Sections 409A, 457A or 4999 of the Code. (h) Each Company Benefit Plan that is a “nonqualified deferred compensation plan” subject to Section 409A of the Code or Section 457A of the Code has been established, documented, operated and maintained in compliance, in all material respects, with Section 409A of the Code or Section 457A of the Code and all applicable regulations and notices issued thereunder. (i) No payment, amount or benefit that could be, or has been, received by or provided to (whether in cash or property or the vesting of cash or property or the cancellation of indebtedness) any current or former employee, officer, shareholder, director or other individual service provider of the Company and its Subsidiaries or any of its Affiliates as a result of the execution and delivery of this Agreement or the consummation of the Transactions (whether alone or in connection with any subsequent event) could, separately or in the aggregate, reasonably be expected to be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code).

Company Benefit Plans. (a) Except Schedule 5.11 sets forth a complete list of each material, written “employee benefit plan” as would not, individually or defined in Section 3(3) of the aggregate, have a Material Adverse Effect, each Company Benefit Plan is in compliance in design and operation in all material respects with all applicable provisions Employee Retirement Income Security Act of ERISA and the U.S. Internal Revenue Code of 19861974, as amended (the “CodeERISA”), and any other material written plan, policy or program providing compensation or other benefits to any current or former director, officer or employee, which are maintained, sponsored or contributed to or by any Company and under which any Company has any material obligation or liability (each a “Company Benefit Plan”). (b) and With respect to each Company Benefit Plan, the Companies have delivered or made available to Buyer or its representatives copies of (i) such Company Benefit Plan that and any trust agreement relating to such plan, (ii) the most recent summary plan description for such Company Benefit Plan for which such summary plan description is intended to be qualified under Section 401(arequired, (iii) of the Code has received a favorable determination letter from most recent annual report on Form 5500 and all attachments thereto filed with the Internal Revenue Service with respect to its qualified status under Section 401(a) of the Code and its related trust’s exempt status under Section 501(a) of the Code and the Company is not aware of any circumstances likely to result in the loss of the qualification of any such plan under Section 401(a) of the Code. (b) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan that is subject to Title IV (if applicable) and (iv) the most recent determination or Section 302 of ERISA or Section 412 or 4971 of opinion letter, if any, issued by the Code: (A) no Company Benefit Plan has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) applicable Internal Revenue Service with respect to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Company Benefit Plan has been submitted; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code). (c) Except as would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse EffectEffect on the Companies: (i) each Company Benefit Plan has been administered in accordance with its terms and all applicable Laws, including ERISA and the Code; (ii) all contributions required to be made with respect to any Company Benefit Plan on or before the date hereof have been made; and (iii) each Company Benefit Plan which is intended to be qualified within the meaning of Section 401(a) of the Code (A) has received a favorable determination or opinion letter as to its qualification, (B) has been established under a standardized master and prototype or volume submitter plan for which a current favorable Internal Revenue Service advisory letter or opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer, or (C) has time remaining under applicable Laws and related guidance to apply for a determination or ** Portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K. The information is not material and would cause competitive harm to the registrant if publicly disclosed. “[***]” indicates that information has been redacted. opinion letter or to make any amendments necessary to obtain a favorable determination or opinion letter within the remedial amendment period. (d) Except as set forth on Schedule 5.11, no Company Benefit Plan is a multiemployer pension plan (as defined in Section 3(37) of ERISA) (a “Multiemployer Plan”) or other pension plan, in each case, that is subject to Title IV of ERISA and neither Company has sponsored or contributed to or been required to contribute to a Multiemployer Plan or other pension plan subject to Title IV of ERISA at any time within the previous six (6) years. (e) Except as would not reasonably be expected to have a Material Adverse Effect on the Companies, with respect to each the Company Benefit Plan maintained primarily for the benefit of current or former employeesPlans, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law or by the terms of the Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (Bi) as of the Effective Datedate hereof, no actions, suits or claims (other than routine claims for benefits in the fair market value ordinary course) are pending or, to the knowledge of the assets of each funded Foreign PlanCompanies, or the book reserve established for each Foreign Planthreatened, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basisii) according to the actuarial assumptions and valuations used to account for such obligations as knowledge of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authoritiesCompanies, no facts or circumstances exist that would reasonably be expected to give rise to any such actions, suits or claims.

Company Benefit Plans. (ai) With respect to each Benefit Plan, (A) the Company and the Company Subsidiaries have complied, and are now in compliance, in all material respects, with the applicable provisions of ERISA, the Code and all other laws and regulations applicable to such Benefit Plan and (B) each Benefit Plan has been administered in all material respects in accordance with its terms. Except as would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse EffectEffect on the Company, each Company Benefit Plan is in compliance in design and operation in all material respects with all applicable provisions of ERISA and the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and each Company Benefit Plan that is intended to be qualified under Section 401(a) none of the Code has received a favorable determination letter from the Internal Revenue Service with respect to its qualified status under Section 401(a) of the Code and its related trust’s exempt status under Section 501(a) of the Code Company and the Company is Subsidiaries nor any of their respective ERISA Affiliates has incurred any withdrawal liability as a result of a complete or partial withdrawal from a multiemployer plan, as those terms are defined in Part I of Subtitle E of Title IV of ERISA, that has not aware of any circumstances likely to result been satisfied in the loss of the qualification of any such plan under Section 401(a) of the Codefull. (bii) Except as would notNeither the execution and delivery of this Agreement, individually or in nor the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 consummation of the Code: transactions contemplated hereby will (A) no Company Benefit Plan has failed to satisfy the minimum funding standard result in any material payment (including severance, unemployment compensation, “excess parachute payment” (within the meaning of Sections 412 and 430 Section 280G of the Code Code), forgiveness of indebtedness or Section 302 of ERISAotherwise) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect becoming due to any Company Benefit Plan has been submitted; (B) no reportable event within the meaning current or former employee, officer or director of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with Company Subsidiary from the Company pursuant to Section 414 or any Company Subsidiary under any Benefit Plan or any other agreement with any employee, including, for the avoidance of doubt, change in control agreements, (B) materially increase any benefits otherwise payable under any Benefit Plan, (C) result in any acceleration of the Code (an “ERISA Affiliate”); time of payment or vesting of any such benefits, (D) require the PBGC has not instituted proceedings to terminate funding or increase in the funding of any such plan benefits or made (E) result in any inquiry which limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any Benefit Plan or related trust. (iii) Except as would not reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code). (c) Except as would not, individually or in the aggregate, have a Material Adverse EffectEffect on the Company and except for liabilities fully reserved for or identified in the Company Financial Statements, there are no pending or threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against (A) the Benefit Plans, (B) any fiduciaries thereof with respect to each Company their duties to the Benefit Plan maintained primarily for the benefit of current or former employees, officers or directors employedPlans, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law or by the terms of the Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authoritiesassets of any of the trusts under any of the Benefit Plans.

Company Benefit Plans. (a) Except as would notWith respect to each Company Benefit Plan, individually or in the aggregate, have a Material Adverse Effect, Company has made available to Svac true and complete copies of: (i) each Company Benefit Plan is in compliance in design or an accurate summary of the material terms thereof; (ii) the most recent IRS determination or opinion letter, if applicable; (iii) the most recent summary plan description, if applicable; and operation in all material respects (iv) any non-routine correspondence with all applicable provisions of ERISA and any Governmental Authority dated within the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and each past three years relating to such Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service with respect to its qualified status under Section 401(a) of the Code and its related trust’s exempt status under Section 501(a) of the Code and the Company is not aware of any circumstances likely to result in the loss of the qualification of any such plan under Section 401(a) of the CodePlan. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, with respect to (i) each Company Benefit Plan that is subject to Title IV or Section 302 of has been administered in compliance with its terms and all applicable Laws, including ERISA or Section 412 or 4971 and the Code; (ii) no member of the Code: Company Group has incurred any penalty or Tax (Awhether or not assessed) no Company Benefit Plan has failed to satisfy the minimum funding standard (within the meaning of under Sections 412 and 430 4980B, 4980D, 4980H, 6721 or 6722 of the Code and, to the Company’s knowledge, no circumstances or Section 302 events have occurred that would reasonably be expected to result in the imposition of ERISAany such penalties or Taxes; and (iii) applicable to such Company Benefit Planall employer and employee contributions, whether premiums or not waived and no application for a waiver of the minimum funding standard other payments that are due under or with respect to any Company Benefit Plan has have been submitted; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than paid on a timely basis or if applicable accrued in connection accordance with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code)normal accounting practices. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, each Company Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code (i) has received a favorable determination or opinion letter as to its qualification or (ii) has been established under a standardized master and prototype or volume submitter plan for which a current favorable Internal Revenue Service advisory letter or opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer, and each Company Benefit Plan required to be registered with a Governmental Authority has been registered and has been maintained in good standing in all material respects with applicable regulatory authorities and, to the knowledge of the Company, no event has occurred that would reasonably be expected to result in the loss of the tax-qualified or registered status of any such plans. (d) No Company Benefit Plan is, and neither the members of the Company Group nor any of their respective ERISA Affiliates has sponsored, maintained, contributed to or was required to contribute to, at any point during the six (6) year period prior to the date hereof, (i) a “multiemployer plan” (as defined in Section 3(37) of ERISA or 4001(a)(3) of ERISA), (ii) a plan maintained by more than one employer (within the meaning of Section 413(c) of the Code), (iii) a single employer plan or other pension plan subject to Title IV or Section 302 of ERISA or Section 412 of the Code, (iv) a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA) or (v) any other defined benefit plan or plan which has unfunded or underfunded liabilities. Other than as required under Section 4980B of the Code or other applicable Law, no Company Benefit Plan provides post-employment welfare benefits to any individual following his or her termination of employment with the Company Group, and no member of the Company Group has any liability to provide post-employment welfare benefits to any individual following his or her termination of employment with the Company Group. (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Benefits Plans, (i) there has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA and not otherwise exempt under Section 408 of ERISA with respect to any Company Benefit Plan that is subject to ERISA; and (ii) no administrative investigation, audit or other administrative proceeding by the Department of Labor, the Internal Revenue Service or other Governmental Authority is pending or, to the knowledge of the Company, threatened. (f) Except as set forth in Section 3.17(f) of the Company Disclosure Schedule, neither the execution of this Agreement nor the consummation of the Transactions, alone or together with any other event, shall (i) result in a payment or benefit becoming due or payable to any current or former Service Provider, (ii) increase the amount or value of any benefit or compensation payable to any current or former Service Provider, or (iii) result in the acceleration of the time of payment, vesting or funding of any benefit or compensation payable to any current or former Service Provider. (g) No amount or benefit paid or payable to any current or former Service Provider who is or may become a “disqualified individual” within the meaning of Section 280G of the Code shall result in an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) as a result of the execution and delivery of this Agreement or the approval or consummation of the Transactions, either alone or together with any other event. No member of the Company Group has any obligation or commitment to pay, gross up or otherwise indemnify any Service Provider for any tax imposed under or by operation of Section 4999 of the Code or Section 409A of the Code. (h) Without limiting the generality of the foregoing, with respect to each Company Benefit Plan maintained primarily for that is subject to the benefit Laws of current or former employees, officers or directors employed, or otherwise engaged, outside a jurisdiction other than the United States (each whether or not United States Law also applies) (a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US PlansBenefit Plan”): (Ai) (1) all employer and employee contributions each Non-US Benefit Plan required by Law or by the terms of the Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan be registered has been registered as required and has been maintained in good standing in all material respects with applicable regulatory authoritiesGovernmental Authorities; and (ii) no Non-US Benefit Plan is a “defined benefit plan” (as defined in ERISA, whether or not subject to ERISA) or has any unfunded or underfunded liabilities, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Company Benefit Plans. (a) Except as would notSchedule 4.17(a) contains a true, individually or in correct and complete list of each Company Benefit Plan. No Company Benefit Plan is subject to Laws of a country other than the aggregateUnited States. (b) With respect to each Company Benefit Plan, the Shareholders have a Material Adverse Effectmade available to Purchaser, to the extent applicable, true and complete copies of (i) all documents setting forth the current terms of such Company Benefit Plan, including the current plan document and any amendments thereto, (ii) the most recent determination letter received from the IRS with respect to each Company Benefit Plan is in compliance in design and operation in all material respects with all applicable provisions of ERISA and the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code, (iii) the three latest actuarial valuations, (iv) the three latest financial statements, (v) the three latest Form 5500 Annual Reports, including all schedules and attachments thereto, (vi) each current Contract relating to the implementation, administration or funding of any of such Company Benefit Plans, including any trust agreements and insurance policies, (vii) all current summary plan descriptions and summaries of material modifications thereto provided to employees, and (viii) all material correspondence for the past three (3) years to or from any Governmental Entity related to any Company Benefit Plan. Each Company Benefit Plan intended to be qualified under Code Section 401(a) has received a favorable determination letter from the Internal Revenue Service with respect IRS after January 1, 2006, which takes into account the Economic Growth and Tax Relief Reconciliation Act of 2001 and to its qualified status under Section 401(a) the Knowledge of the Code and its related trustShareholders, nothing has occurred which could adversely affect such plan’s exempt status under Section 501(atax qualified status. (c) Each of the Code Company Benefit Plans is, and has been, operated in all material respects in accordance with its terms and each of the Company Benefit Plans, and administration thereof, is, and has been, in all material respects in compliance with the requirements provided by any and all applicable Laws currently in effect, including, but not limited to, ERISA, and the Code. The Acquired Companies have performed in all material respects all obligations required to be performed by them under, and there exists no material default or violation of, any Company Benefit Plan. Except as set forth on Schedule 4.17(c), the Acquired Companies have no Company Benefit Plan which is not aware of any circumstances likely intended to result in the loss of the qualification of any such plan qualify under Section 401(a) of the Code. All required reports and descriptions of the Company Benefit Plans (including, but not limited to, Form 5500 Annual Reports, Summary Annual Reports and Summary Plan Descriptions) have been in all material respects timely filed and distributed as required by ERISA and the Code. With respect to each Company Benefit Plan (i) no non-exempt prohibited transaction as defined in Section 406 of ERISA or Section 4975 of the Code has occurred or is expected to occur that would result in material liability to an Acquired Company, (ii) no act or omission has occurred in respect of any Company Benefit Plan that would give rise to the imposition on any Acquired Company of any fines, penalties, taxes or related charges under Chapter 43 of the Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA, and (iii) no action, suit, grievance, arbitration or other manner of litigation, or claim with respect to any Company Benefit Plan (other than routine claims for benefits made in the ordinary course of plan administration) is pending, or to the Knowledge of the Shareholders, threatened or imminent against or with respect to any of the Company Benefit Plans, the Acquired Companies, or, if material liability to an Acquired Company would result, any fiduciary, as such term is defined in Section 3(21) of ERISA. There are no audits, inquiries or proceedings pending or, to the Knowledge of the Shareholders, threatened by any Governmental Entity with respect to any Company Benefit Plan. (bd) Except as would notNone of the Acquired Companies maintains, individually sponsors, participates in, contributes to or otherwise has incurred any liability or obligation under (i) any employee pension benefit plan (within the meaning of Section 3(2) of ERISA) subject to Title IV of ERISA or Code Section 412; (ii) “multiemployer plan” within the meaning of Section 3(37) of ERISA; (iii) a “multiple employer plan” within the meaning of Code Section 413(c) or a “multiple employer welfare arrangement” (“MEWA”) within the meaning of Section 3(40) of ERISA asset; or (iv) any Company Benefit Plan intended to be exempt under Section 501(c)(9) or 501(c)(17) of the Code. With respect to any “employee pension benefit plan” within the meaning of Section 3(2) of ERISA subject to Title IV of ERISA or Code Section 412 and maintained or contributed to by any ERISA Affiliate, including without limitation, any multiemployer plan within the meaning of Section 4001(a)(3) of ERISA, nothing has occurred or is expected to occur that could result in any Acquired Company incurring any liability or obligation relating to such plan. (e) Each Acquired Company has timely paid all contributions, premiums, expenses and any other amounts payable to or in respect of any and all applicable Company Benefit Plans to the aggregateextent due and owing under the terms thereof and in accordance with applicable Laws (including, without limitation, ERISA and the Code). All contributions, premium payments, and other amounts payable by any Acquired Company under any Company Benefit Plan that have a Material Adverse Effect, with accrued but have not been paid and are not past due as of the Closing Date have been disclosed on the Financial Statements or are reflected in Net Working Capital. (f) With respect to each Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (A) no Company Benefit Plan has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Company Benefit Plan has been submitted; (B) no reportable event an employee welfare benefit plan within the meaning of Section 4043(c3(1) of ERISA ERISA, all claims incurred by each Company are (A) insured pursuant to a contract of insurance (that does not provide for any retrospective premium adjustments) whereby the insurance company bears any risk of loss with respect to such claims, (B) covered under a contract with a health maintenance organization (an “HMO”) pursuant to which the 30-day notice requirement HMO bears the liability for claims or (C) reflected as a liability or accrued for on the Financial Statements. With respect to any insurance policy providing funding for benefits under any Company Benefit Plan, (A) there is no liability of any Acquired Company in the nature of a retroactive rate adjustment, loss sharing arrangement or other actual or contingent liability, nor would there be any such liability if such insurance policy was terminated at or after the Closing and (B) no insurance company issuing any such policy is in receivership, conservatorship, liquidation or similar proceeding and, to the Knowledge of the Shareholders, no such proceedings with respect to any insurer are imminent (g) Except as set forth on Schedule 4.17(g), none of the Acquired Companies maintains, contributes to, or has not been waived has occurred any liability for medical, health, or life insurance benefits for terminated employees or for present employees after termination of their employment (other than any group health benefits provided in connection compliance with Section 4980B of the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV Code, Section 601 of ERISA or other applicable Law). No Acquired Company has been any current or is expected projected liability with respect to be incurred by the Company post-employment or any entity that is required to be aggregated with the Company pursuant to Section 414 post-retirement health or life insurance benefits for retired, former, or current employees of the Code Acquired Companies. (an “ERISA Affiliate”); (Dh) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Each Company Benefit Plan isthat constitutes a “non-qualified deferred compensation plan” subject to Code Section 409A complies in all material respects with Code Section 409A with respect to its form and operation, and there is no obligation to reimburse or is expected to be, in otherwise “atgross-riskup” status (as defined in Section 303(i)(4) of ERISA any Person for the interest or Section 430(i)(4) of the Codeadditional tax set forth under Code §409A(a)(1)(B). (ci) Except as would notset forth on Schedule 4.17(i), individually the transactions contemplated by this Agreement will not result (either alone or in combination with any other event) in: (i) any payment of, or increase in, remuneration or benefits, to any officer, director, employee or consultant of any Acquired Company; (ii) any cancellation of indebtedness owed to any Acquired Company by any employee, officer, director or consultant of such Acquired Company; or (iii) the aggregateacceleration of the vesting, have a Material Adverse Effectfunding or time of any payment or benefit to any employee, with respect officer, director or consultant of any Acquired Company. (j) None of the Acquired Companies has entered into any plan or binding commitment to each (i) create or cause to exist any additional Company Benefit Plan maintained primarily for the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law or by the terms of the Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign (ii) adopt, amend or terminate any Company Benefit Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authorities.

Company Benefit Plans. (a) Except With respect to current or former employees of the Company and its Subsidiaries, neither the Company nor its Subsidiaries maintains and has not maintained, Table of Contents does not contribute to and has not contributed to, does not have and has not had any obligation to contribute to, does not have and has not had any Company Benefit Plans other than the Company Benefit Plans listed in Section 4.15(a) of the Company Disclosure Schedule. Neither the Company nor any of its Subsidiaries has contributed to and has no liability with respect to any multiemployer pension plan (as would notdefined in Section 3(37) of ERISA). Neither the Company nor any of its Subsidiaries has maintained or contributed to and has no liability with respect to any defined benefit plan (as defined in Section 3(35) of ERISA). Neither the Company nor any of its Subsidiaries maintains or contributes to any employee welfare benefit plan or has any obligation under an arrangement which provides health, individually accident or life insurance benefits to former employees, their spouses or dependents, other than in accordance with Section 4980B of the aggregate, have a Material Adverse Effect, Code. With respect to each Company Benefit Plan is listed in compliance in design Section 4.15(a) of the Company Disclosure Schedule, (i) the Company has delivered or made available to Purchaser true and operation complete copies of all plan documents and amendments, summary plan descriptions, the most recent determination letter received from the IRS, and the two most recent Form 5500 filings; (ii) each plan complies, and at all times has complied with, in all material respects with respects, the requirements of all applicable provisions of ERISA and the U.S. Internal Revenue Code of 1986Law, as amended including ERISA; (the “Code”iii) and each Company Benefit Plan that is plan intended to be qualified qualify under Section 401(a) of the Code has received a favorable determination been determined by the IRS to be so qualified, or may rely upon an opinion letter issued by the IRS, and each trust maintained pursuant thereto is exempt from the Internal Revenue Service with respect to its qualified status under Section 401(a) of the Code and its related trust’s exempt status Federal income taxation under Section 501(a) of the Code Code; (iv) no suit, action or other litigation has been brought or threatened in writing against any plan; and (v) all contributions to the Company is not aware of any circumstances likely plans that were required to result be made under such plans have been made, and all benefits accrued under any/all unfunded plans have been paid, accrued or other adequately reserved in the loss of the qualification of any such plan under Section 401(a) of the Codeaccordance with GAAP. (b) Except as would not, individually or in Neither the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan that is subject to Title IV or Section 302 nor any of ERISA or Section 412 or 4971 of the Code: (A) no Company Benefit Plan its Subsidiaries has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to incurred any Company Benefit Plan has been submitted; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation Corporation, the Internal Revenue Service, any multiemployer plan or otherwise with respect to any employee pension benefit plan currently or previously maintained or contributed to by members of the controlled group of companies (as defined in Sections 414(b), (c), (m) and (o) of the “PBGC”)Code) under Title IV of ERISA has been that includes or is expected to be incurred by included the Company or any entity of its Subsidiaries that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such planbeen satisfied in full, and, and no condition exists that presents a risk that to the Company or any of its Subsidiaries of incurring such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code)liability. (c) Except as would notspecifically provided in this Agreement or as set forth in Section 4. 15(c) of the Company Disclosure Schedule, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily for the benefit of current no employee or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by employee of the Company or any of its Significant Subsidiaries will become entitled to any bonus, severance or similar benefit (“Excluded Non-US Plans”): (Aincluding acceleration of vesting or exercise of an incentive award) (1) all employer and employee contributions required by Law or by the terms as a result of the Foreign Plan have been made, and all liabilities of transactions contemplated hereby. (d) Neither the Company and nor any of its Significant Subsidiaries have been satisfiedmaintains, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, contributes to or the book reserve established for each Foreign Plan, together with has any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations liability with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a any nonqualified deferred compensation plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as covered by Section 409A of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authoritiesCode.

Company Benefit Plans. (a) Except Set forth on Schedule 3.17 is a true and complete list of each “employee pension benefit plan” (as would not, individually or such term is defined in the aggregate, have a Material Adverse Effect, each Company Benefit Plan is in compliance in design and operation in all material respects with all applicable provisions Section 3(2) of ERISA and the U.S. Internal Revenue Code of 1986, as amended ERISA) (the “CodePension Plans”) and each “employee welfare benefit plan” (the “Welfare Plans”) maintained by Company (the Pension Plans and Welfare Plans being the “ERISA Benefit Plans”). In addition, set forth on Schedule 3.17 is a true and complete list of each stock ownership, stock purchase, stock option, phantom stock, bonus, deferred compensation, incentive compensation, employment, severance or termination pay, retention, change of control, death benefit and any other employee benefit plan, agreement or arrangement maintained by Company (the “Non-ERISA Commitments”). Except as set forth on Schedule 3.17, Company has never maintained or been required to contribute to any “employee pension benefit plan” subject to Section 302 or Title IV of ERISA or any “multiemployer plan,” as such term is defined in Section 3(37) of ERISA. Company does not have, nor has ever had, any ERISA Affiliate. Except as disclosed on Schedule 3.17, true copies of each ERISA Benefit Plan that and Non-ERISA Commitment, the annual reports required to be filed under ERISA for the last two years with respect to any ERISA Benefit Plans, and the financial statements and actuarial reports for the most recent two years for which such statements and reports exist with respect to any Pension Plan have been delivered or made available to Buyer. (b) None of Company, any other “disqualified person” (within the meaning of Section 4975 of the Code) or any “party in interest” (within the meaning of Section 3(14) of the Code) has engaged in any non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) with respect to any of the ERISA Benefit Plans. Except as disclosed on Schedule 3.17, each of the ERISA Benefit Plans: (i) has been administered in accordance with its terms; and (ii) complies in form, and has been administered in accordance with all Legal Requirements, including ERISA and, where applicable, the Code. None of the ERISA Benefit Plans or Non-ERISA Commitments is the subject of any audit, controversy or claim initiated by any Governmental Authority. Except as disclosed on Schedule 3.17, Company does not have material obligations under any of the ERISA Benefit Plans or otherwise to provide health or other welfare benefits to its former employees, except as specifically required by law. Company has at all times complied with the health care continuation requirements of Part 6 of Title I of ERISA. Except as disclosed on Schedule 3.17, each Pension Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service with respect IRS, and to its qualified status under Section 401(a) the Knowledge of the Code and its related trust’s exempt status under Section 501(a) of the Code and the Company is not aware of any circumstances likely to result in the loss of the qualification of any such plan under Section 401(a) of the Code. (b) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (A) no Company Benefit Plan has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Company Benefit Plan has been submitted; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived nothing has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, and no condition exists that presents a risk could cause the loss of such qualification. All contributions or payments that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no are due from Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code). (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company the ERISA Benefit Plan maintained primarily for Plans and Non-ERISA Commitments have been paid. There is no pending or, to the benefit Knowledge of current or former employeesCompany, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or threatened claim in respect of any of its Significant Subsidiaries (“Excluded the ERISA Benefit Plans or Non-US Plans”): (A) (1) all employer and employee contributions required by Law or by ERISA Commitments other than claims for benefits in the terms ordinary course of the Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authoritiesbusiness.

Company Benefit Plans. (a) Except as would notSchedule 4.17(a) contains a true, individually or in correct and complete list of each Company Benefit Plan. No Company Benefit Plan is subject to Laws of a country other than the aggregateUnited States. (b) With respect to each Company Benefit Plan, the Seller Parties have a Material Adverse Effectmade available to Buyer, to the extent applicable, true and complete copies of (i) all documents setting forth the current terms of such Company Benefit Plan, including the current plan document and any amendments thereto, (ii) the most recent determination letter received from the IRS with respect to each Company Benefit Plan is in compliance in design and operation in all material respects with all applicable provisions of ERISA and the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code, (iii) the three latest actuarial valuations, (iv) the three latest financial statements, (v) the three latest Form 5500 Annual Reports, including all schedules and attachments thereto, (vi) each current Contract relating to the implementation, administration or funding of any of such Company Benefit Plans, including any trust agreements and insurance policies, (vii) all current summary plan descriptions and summaries of material modifications thereto provided to employees, and (viii) all material correspondence for the past three (3) years to or from any Governmental Entity related to any Company Benefit Plan. Each Company Benefit Plan intended to be qualified under Code Section 401(a) has received a favorable determination letter from the Internal Revenue Service with respect IRS after January 1, 2006, which takes into account the Economic Growth and Tax Relief Reconciliation Act of 2001 and to its qualified status under Section 401(a) the Knowledge of the Code and its related trustSeller Parties nothing has occurred which could adversely affect such plan’s exempt status under Section 501(atax qualified status. (c) Each of the Code Company Benefit Plans is, and has been, operated in all material respects in accordance with its terms and each of the Company Benefit Plans, and administration thereof, is, and has been, in all material respects in compliance with the requirements provided by any and all applicable Laws currently in effect, including, but not limited to, ERISA, and the Code. The Acquired Companies have performed in all material respects all obligations required to be performed by them under, and there exists no material default or violation of, any Company Benefit Plan. Except as set forth on Schedule 4.17(c), the Acquired Companies have no Company Benefit Plan which is not aware of any circumstances likely intended to result in the loss of the qualification of any such plan qualify under Section 401(a) of the Code. All required reports and descriptions of the Company Benefit Plans (including, but not limited to, Form 5500 Annual Reports, Summary Annual Reports and Summary Plan Descriptions) have been in all material respects timely filed and distributed as required by ERISA and the Code. With respect to each Company Benefit Plan (i) no non-exempt prohibited transaction as defined in Section 406 of ERISA or Section 4975 of the Code has occurred or is expected to occur that would result in material liability to an Acquired Company, (ii) no act or omission has occurred in respect of any Company Benefit Plan that would give rise to the imposition on any Acquired Company of any fines, penalties, taxes or related charges under Chapter 43 of the Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA, and (iii) no action, suit, grievance, arbitration or other manner of litigation, or claim with respect to any Company Benefit Plan (other than routine claims for benefits made in the ordinary course of plan administration) is pending, or to the Knowledge of the Seller Parties threatened or imminent against or with respect to any of the Company Benefit Plans, the Acquired Companies, or, if material liability to an Acquired Company would result, any fiduciary, as such term is defined in Section 3(21) of ERISA (“Fiduciary”) . There are no audits, inquiries or proceedings pending or, to the Knowledge of the Seller Parties threatened by any Governmental Entity with respect to any Company Benefit Plan. (bd) Except as would notNone of the Acquired Companies maintains, individually sponsors, participates in, contributes to or otherwise has incurred any liability or obligation under (i) any employee pension benefit plan (within the meaning of Section 3(2) of ERISA) subject to Title IV of ERISA or Code Section 412; (ii) “multiemployer plan” within the meaning of Section 3(37) of ERISA; (iii) a “multiple employer plan” within the meaning of Code Section 413(c) or a “multiple employer welfare arrangement” (“MEWA”) within the meaning of Section 3(40) of ERISA asset; or (iv) any Company Benefit Plan intended to be exempt under Section 501(c)(9) or 501(c)(17) of the Code. With respect to any “employee pension benefit plan” within the meaning of Section 3(2) of ERISA subject to Title IV of ERISA or Code Section 412 and maintained or contributed to by any ERISA Affiliate, including without limitation, any multiemployer plan within the meaning of Section 4001(a)(3) of ERISA, nothing has occurred or is expected to occur that could result in any Acquired Company incurring any liability or obligation relating to such plan. (e) Each Acquired Company has timely paid all contributions, premiums, expenses and any other amounts payable to or in respect of any and all applicable Company Benefit Plans to the aggregateextent due and owing under the terms thereof and in accordance with applicable Laws (including, without limitation, ERISA and the Code). All contributions, premium payments, and other amounts payable by any Acquired Company under any Company Benefit Plan that have a Material Adverse Effect, with accrued but have not been paid and are not past due as of the Closing Date have been disclosed on the Financial Statements or are reflected in Net Working Capital. (f) With respect to each Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (A) no Company Benefit Plan has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Company Benefit Plan has been submitted; (B) no reportable event an employee welfare benefit plan within the meaning of Section 4043(c3(1) of ERISA ERISA, all claims incurred by each Company are (A) insured pursuant to a contract of insurance (that does not provide for any retrospective premium adjustments) whereby the insurance company bears any risk of loss with respect to such claims, (B) covered under a contract with a health maintenance organization (an “HMO”) pursuant to which the 30-day notice requirement HMO bears the liability for claims or (C) reflected as a liability or accrued for on the Financial Statements. With respect to any insurance policy providing funding for benefits under any Company Benefit Plan, (A) there is no liability of any Acquired Company in the nature of a retroactive rate adjustment, loss sharing arrangement or other actual or contingent liability, nor would there be any such liability if such insurance policy was terminated at or after the Closing and (B) no insurance company issuing any such policy is in receivership, conservatorship, liquidation or similar proceeding and, to the Knowledge of the Seller Parties, no such proceedings with respect to any insurer are imminent. (g) Except as set forth on Schedule 4.17(g), none of the Acquired Companies maintains, contributes to, or has not been waived has occurred any liability for medical, health, or life insurance benefits for terminated employees or for present employees after termination of their employment (other than any group health benefits provided in connection compliance with Section 4980B of the Bankruptcy CasesCode, Section 601 of ERISA or other applicable Law). No Acquired Company has any current or projected liability with respect to post-employment or post-retirement health or life insurance benefits for retired, former, or current employees of the Acquired Companies. (h) Each Company Benefit Plan that constitutes a “non-qualified deferred compensation plan” subject to Code Section 409A complies in all material respects with Code Section 409A with respect to its form and operation, and there is no obligation to reimburse or otherwise “gross-up” any Person for the interest or additional tax set forth under Code §409A(a)(1)(B). (i) Except as set forth on Schedule 4.17(i), the transactions contemplated by this Agreement will not result (either alone or in combination with any other event) in: (i) any payment of, or increase in, remuneration or benefits, to any officer, director, employee or consultant of any Acquired Company; or (ii) any cancellation of indebtedness owed to any Acquired Company by any employee, officer, director or consultant of such Acquired Company; (Ciii) no liability the acceleration of the vesting, funding or time of any payment or benefit to any employee, officer, director or consultant of any Acquired Company; or (other than for premiums to iv) result in any “parachute payment” within the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV meaning of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 280G of the Code (an whether or not such payment is considered to be reasonable compensation for services rendered). To the extent anything set forth on Schedule 4.17(i) could result (either alone or in combination with any other event) in any “ERISA Affiliate”parachute payment” within the meaning of Section 280G of the Code (whether or not such payment is considered to be reasonable compensation for services rendered); , the Seller Parties shall have (Di) approved pursuant to the PBGC has not instituted proceedings to terminate method provided for in the regulations promulgated under Section 280G of the Code any such plan "parachute payments" or made any inquiry which would reasonably be expected to lead to termination of any (ii) shall have voted upon and disapproved such planparachute payments, and, no condition exists that presents as a risk that consequence, such proceedings will "parachute payments" shall not be instituted made or which would constitute grounds under Section 4042 of ERISA provided for the termination of, or the appointment of a trustee to administer, in any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code)manner. (cj) Except as would not, individually None of the Acquired Companies has entered into any plan or in the aggregate, have a Material Adverse Effect, with respect binding commitment to each (i) create or cause to exist any additional Company Benefit Plan maintained primarily for the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law or by the terms of the Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign (ii) adopt, amend or terminate any Company Benefit Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authorities.

Company Benefit Plans. (ai) Except as has not had or would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Company Benefit Plan is in compliance in design and operation in all material respects with all applicable provisions of ERISA and the U.S. Internal Revenue Code of 1986, as amended (the “Code”A) and each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service with respect to its qualified status under Section 401(a) each Benefit Plan, the Company and each ERISA Affiliate, as well as each Benefit Plan, have complied, and are now in compliance with all provisions of ERISA, the Code and all laws and regulations applicable to such Benefit Plan; and (B) each Benefit Plan has been administered in accordance with its related trust’s exempt status under Section 501(a) of the Code terms and the Company is not aware of any circumstances likely all laws and regulations applicable to result in the loss of the qualification of any such plan under Section 401(a) of Benefit Plan, including ERISA and the Code. (bii) Except as has not had or would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and except for liabilities fully reserved for or identified in the Company Financial Statements filed prior to the date hereof, (A) no claim has been made, or to the knowledge of the Company, threatened, against the Company or any ERISA Affiliate related to the employment and compensation of employees or any Benefit Plan, including any claim related to the purchase of employer securities or to expenses paid under any defined contribution pension plan and (B) no event has occurred, and there exists no condition or set of circumstances, which could reasonably be expected to subject the Company or any Company Subsidiary to any liability under the terms of, or with respect to each Company to, any Benefit Plan that or under ERISA, the Code or any other applicable law. (iii) Neither the Company nor any ERISA Affiliate has ever maintained, established, sponsored, participated in, or contributed to, any (A) Benefit Plan which is or was subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (A) no Company Benefit Plan has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Company Benefit Plan has been submitted; (B) no reportable event “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA), (C) “multiple employer plan” within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(44001(a)(3) of ERISA or subject to Section 430(i)(4413(c) of the Code), or (D) “welfare benefit fund” within the meaning of Section 419 of the Code. (civ) Except as has not had or would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with respect (A) neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, unemployment compensation, “excess parachute payment” (within the meaning of Section 280G of the Code), forgiveness of indebtedness or otherwise) becoming due to each Company Benefit Plan maintained primarily for the benefit of any current or former employeesemployee, officers officer or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by director of the Company or any of its Significant Subsidiaries Company Subsidiary from the Company or any ERISA Affiliate under any Benefit Plan or otherwise, (“Excluded Non-US Plans”): ii) increase any benefits otherwise payable under any Benefit Plan, that would not be deductible under the Code, (Aiii) (1) all employer and employee contributions required by Law or by the terms result in any acceleration of the Foreign Plan have been madetime of payment or vesting of any such benefits, and all liabilities (iv) require the funding or increase in the funding of any such benefits or (v) result in any limitation on the right of the Company and its Significant Subsidiaries have been satisfiedor any ERISA Affiliate to amend, ormerge, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principlesterminate or receive a reversion of assets from any Benefit Plan or related trust, and (2B) neither the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and nor any ERISA Affiliate has taken, or permitted to be taken, any action that required, and, to the terms of such Foreign Plan; (B) as knowledge of the Effective DateCompany, no circumstances exist that will require the fair market value funding, or increase in the funding of any benefits or resulted, or will result, in any limitation on the right of the Company or any ERISA Affiliate to amend, merge, terminate or receive a reversion of assets of each funded Foreign Plan, from any Benefit Plan or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authoritiesrelated trust.

Company Benefit Plans. (a) Section 4.11(a) of the Company Disclosure Letters sets forth a complete list of each material Company Benefit Plan. (b) With respect to each material Company Benefit Plan, such Company and its Subsidiaries have delivered or made available to Parent or its representatives copies of, to the extent applicable, (i) such Company Benefit Plan and any trust agreement relating to such plan, (ii) the most recent summary plan description for such Company Benefit Plan, (iii) the most recent annual report on Form 5500 and all attachments thereto filed with the Internal Revenue Service with respect to such Company Benefit Plan and (iv) the most recent determination or opinion letter, if any, issued by the Internal Revenue Service with respect to such Company Benefit Plan. (c) Except as would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect, : (i) each Company Benefit Plan is has been administered in compliance in design accordance with its terms and operation in all material respects with all applicable provisions of Legal Requirements, including ERISA and the U.S. Internal Revenue Code of 1986, as amended Code; (ii) all contributions required to be made with respect to any Company Benefit Plan on or before the “Code”date hereof have been made; and (iii) and each Company Benefit Plan that which is intended to be qualified under within the meaning of Section 401(a) of the Code has received a favorable determination or opinion letter from the as to its qualification or has been established under a standardized master and prototype or volume submitter plan for which a current favorable Internal Revenue Service advisory letter or opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer and, to the Knowledge of such Company, nothing has occurred with respect to the operation of such Company Benefit Plans that would reasonably be expected to cause the denial or loss of such qualification. (d) Neither such Company, its qualified status under Subsidiaries nor any of their respective ERISA Affiliates sponsor, maintain or contribute to, or since the Lookback Cutoff Date have sponsored, maintained, or been obligated to contribute to or had any liability in respect of (i) an “employee pension benefit plan” (as defined in Section 401(a3(2) of ERISA) subject to Title IV of ERISA, Section 412 of the Code and its related trust’s exempt status under or Section 501(a302 of ERISA (including any “multiemployer plan” within the meaning of Section (3)(37) of ERISA), (ii) a “multiple employer plan” (within the Code and the Company is not aware meaning of any circumstances likely to result in the loss of the qualification of any such plan under Section 401(a413(c) of the Code) or (iii) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA. (be) No Company Benefit Plan provides for post termination or retiree life insurance, health or other employee welfare benefits for any participant or any beneficiary of a participant, except as may be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or similar state Law and at the sole expense of such participant or the participant’s beneficiary. (f) Except as would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect, with respect to each the Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: Plans, (Ai) no Company Benefit Plan has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code actions, suits or Section 302 of ERISA) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Company Benefit Plan has been submitted; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred claims (other than routine claims for benefits in connection with the Bankruptcy Cases); (Cordinary course) no liability (other than for premiums are pending or, to the Pension Benefit Guaranty Corporation Knowledge of such Company, threatened, (ii) to the “PBGC”)) under Title IV Knowledge of ERISA has been such Company, no facts or is expected to be incurred by the Company or any entity circumstances exist that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead give rise to termination of any such planactions, andsuits or claims and (iii) no event has occurred, and to the Knowledge of the Company, no condition exists that presents a risk that would, by reason of such proceedings will be instituted Company’s affiliation with any of their ERISA Affiliates, subject such Company to any tax, fine, lien, penalty or which would constitute grounds other liability imposed by ERISA, the Code or other Laws. (g) Except as set forth on Section 4.11(g) of the Company Disclosure Letters, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby shall, either alone or in connection with any other event(s), (i) result in any payment or benefit becoming due to any current or former employee, contractor or director of such Company or its Subsidiaries or under Section 4042 any Company Benefit Plan, (ii) increase any amount of ERISA for the termination ofcompensation or benefits otherwise payable to any current or former employee, contractor or director of such Company or its Subsidiaries or under any Company Benefit Plan, or (iii) result in the appointment acceleration of a trustee the time of payment, funding or vesting of any benefits to administerany current or former employee, contractor or director of such Company or its Subsidiaries or under any such plan; and (E) no Company Benefit Plan isPlan. (h) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby shall, either alone or is expected in connection with any other event(s) give rise to be, in any “at-riskexcess parachute payment” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4280G(b)(1) of the Code or any excise tax owing under Section 4999 of the Code). (ci) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily for the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled There is no material action currently contemplated by the such Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law or by the terms of the Foreign Plan have been madeSubsidiaries, and all liabilities no material action has been taken by such Company or its Subsidiaries, in respect of the Company such Company’s and its Significant Subsidiaries have been satisfied, orSubsidiaries’ service providers or such individuals’ compensation or benefits, in each case accruedcase, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according response to the actuarial assumptions and valuations used COVID-19 pandemic. (j) SNR does not sponsor, maintain, contribute to account for such obligations as or have any liability in respect of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authoritiesany Company Benefit Plans.

Company Benefit Plans. 18 (a) Except as would not, individually or in the aggregate, have a Material Adverse Effect, Schedule 4.18 lists each material Company Benefit Plan is in compliance in design and operation in all material respects with all applicable provisions of ERISA and the U.S. Internal Revenue Code of 1986Plan, as amended (the “Code”) and each other than any Company Benefit Plan that is terminable at will or provides for an annual base salary of $250,000 or less. (b) Neither the Company nor any of its ERISA Affiliates has ever maintained, sponsored, contributed to, or had an obligation to maintain, sponsor or contribute to, or has any liability under or with respect to (i) a “defined benefit plan,” as defined in Section 3(35) of ERISA, (ii) a pension plan subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code, (iii) a “multiemployer plan,” as defined in Section 3(37) of ERISA, (iv) a “multiple employer plan” (within the meaning of Section 413 of the Code), (v) a “voluntary employees’ beneficiary association” (within the meaning of Section 501(c)(9) of the Code), (vi) an organization or trust described in Sections 501(c)(17) or 501(c)(20) of the Code or (vii) a “welfare benefits fund” described in Section 419(e) of the Code. No current or former employee, officer, director, consultant or other service provider of the Company or any of its Subsidiaries is or may become entitled under any Company Benefit Plan to receive health, life insurance or other welfare benefits (whether or not insured), beyond their retirement or other termination of service, other than health continuation coverage as required by Section 4980B of the Code or other applicable law. (c) Each Company Benefit Plan has been administered in all material respects in accordance with its terms and applicable Law. Each Company Benefit Plan intended to be qualified under Section 401(a) of the Code has either received a favorable determination letter from the Internal Revenue Service with respect IRS or may rely on a favorable opinion letter issued by the IRS, and, to its qualified status under Section 401(a) the Knowledge of the Code and its related trust’s exempt status under Section 501(aCompany, nothing has occurred since the date of such determination or opinion letter that would reasonably be expected to adversely affect such qualification. (d) of the Code and the Company is Except as would not aware of any circumstances be reasonably likely to result in the loss of the qualification of any such plan under Section 401(a) of the Code. (b) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect there are no actions, suits, audits or investigations by any Governmental Authority or other claims (except for routine claims for benefits) pending or, to each the Knowledge of the Company, threatened, against or involving any Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 Plan. (e) Neither the execution and delivery of the Code: (A) no Company Benefit Plan has failed to satisfy Transaction Documents, nor the minimum funding standard (within the meaning of Sections 412 and 430 consummation of the Code transactions contemplated hereby will (whether alone or Section 302 upon the occurrence of ERISAany additional or further acts or events) applicable (i) result in any payment becoming due to such any current or former employee, officer, director or independent contractor of the Company or any Subsidiary thereof or satisfy any prerequisite (whether exclusive or non-exclusive) to any payment or benefit to any current or former employee, director or independent contractor of the Company or any Subsidiary thereof, (ii) increase any benefits under any Company Benefit Plan, whether or not waived and no application for a waiver (iii) result in the acceleration of the minimum time of payment, vesting or funding standard with respect to of any such benefits under any Company Benefit Plan has been submitted; Plan, or (Biv) no reportable event within result in the meaning forgiveness of Section 4043(c) any indebtedness of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV any current or former employee, officer, director or independent contractor of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code)Subsidiary thereof. (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily for the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law or by the terms of the Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authorities.

Company Benefit Plans. (a) Except as would notSchedule 4.17(a) sets forth a list of each material Benefit Plan. None of the Benefit Plans are maintained, individually contributed to or required to be contributed to outside the United States or otherwise covers any employee or other individual service provider of the Company who resides or works outside of the United States on behalf of the Company. (b) As applicable with respect to each material Benefit Plan, the Company has made available to Acquiror true and complete copies of (i) each Benefit Plan, including all amendments thereto (and in the aggregatecase of an unwritten Benefit Plan, have a Material Adverse Effectwritten description thereof), (ii) the most recent summary plan description and each summary of material modifications thereto, (iii) the most recent Internal Revenue Service determination or opinion letter, (iv) the most recently filed annual reports (Form 5500) and all schedules thereto, (v) the most recent summary annual reports, financial statements and trustee reports, (vi) all related trust agreements, insurance contracts or other funding vehicles and (vii) all communications between the Company on the one hand, and any Governmental Authority on the other hand, during the last three (3) years concerning IRS or DOL (or similar state or local authority) audits or investigations. (c) Each Benefit Plan is has been maintained, operated and administered in compliance in design and operation in all material respects with its terms and all applicable provisions of Laws, including ERISA and the U.S. Internal Revenue Code Code. Each Benefit Plan, which is an “employee pension benefit plan” within the meaning of 1986Section 3(2) of ERISA, as amended (and which is intended to meet the “qualification requirements of Section 401(a) of the Code”) , and each Company trust that is related to a Benefit Plan that is and intended to be tax exempt under Section 501(a) of the Code, has been determined by the IRS to be qualified under Section 401(a) of the Code has received a favorable determination letter or exempt from the Internal Revenue Service with respect to its qualified status under Section 401(a) of the Code and its related trust’s exempt status taxation under Section 501(a) of the Code and Code, as applicable, and, to the Company is not aware of any circumstances likely to result in the loss Knowledge of the Company, nothing has occurred that would adversely affect any such qualification or tax exemption of any such Benefit Plan or related trust. There are no pending or, to the Knowledge of the Company, threatened, Actions or audits with respect to any Benefit Plan (other than routine claims for benefits). (d) All payments under the Benefit Plans that have become due have been made, in all material respect, on a timely basis. (e) Neither the Company nor any of its ERISA Affiliates has, within six (6) years prior to the date hereof, maintained, sponsored, participated in, contributed to, or incurred any Liability in respect of, and no Benefit Plan is, (i) a plan under that is subject to Section 401(a412 of the Code or Section 302 or Title IV of ERISA, (ii) a multiple employer plan as described in Section 413(c) of the Code, (iii) a multiemployer plan as defined in Section 3(37) of ERISA, or (iv) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA). (f) No Benefit Plan provides retiree or post-employment welfare benefits beyond termination of service, other than coverage mandated by Law and at the sole cost of the applicable employee. No Benefit Plan constitutes a “non-qualified deferred compensation plan” within the meaning of Section 409A of the Code. (bg) Except as would The execution and performance of this Agreement and the consummation of the Transactions will not, individually either alone or together with any other event(s), (i) result in any payment becoming due to any current or former employee, director, officer, or individual independent contractor of the Company, (ii) increase any amount of compensation or benefits otherwise payable to any such current or former employee, director, officer, or individual independent contractor of the Company, (iii) result in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 acceleration of the Code: time of payment, funding or vesting of any benefits, (Aiv) no Company Benefit Plan has failed require any contributions or payments to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) applicable to such Company fund any obligations under any Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard (v) result in, from or with respect to any Company Benefit Plan has been submitted; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums Plan, to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been any current or is expected to be incurred by the Company former employee, director, officer or any entity that is required to be aggregated with the Company pursuant to Section 414 individual independent contractor of the Code (an “ERISA Affiliate”); (D) Company, either alone or in conjunction with any other payment, event or occurrence, the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination payment of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds “excess parachute payment” under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) 280G of the Code). No such current or former employee, director, officer or independent contractor of the Company has any “gross up” or indemnification agreements or other assurance of reimbursement for any Taxes under Section 409A or Section 4999 of the Code. (ch) Except as would not, individually The Company does not have any legally binding commitment to modify or in the aggregate, have a Material Adverse Effect, with respect to each Company amend any Benefit Plan maintained primarily for the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions except as required by Law or by to retain the terms tax qualified status of the Foreign Plan have been madeany Benefit Plan) or to establish any new benefit plan, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, program or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authoritiesarrangement.

Company Benefit Plans. (a) Schedule 2.16 contains a true and complete list of each material Company Benefit Plan. (b) Except as would not, individually or set forth in the aggregate, have a Material Adverse Effect, Schedule 2.16, (i) With respect to each Company Benefit Plan identified on Schedule 2.16, the Company has heretofore delivered or made available to the Purchaser true and complete copies of the plan documents and any amendments thereto (or if the plan is in compliance in design not written, a written description thereof), any related trust or other funding vehicle, annual reports required to be filed within the last three years with any Governmental Entity with respect to such plan, actuarial reports, funding and operation in financial information returns and statements, all professional opinions (whether or not internally prepared) regarding such plans, all contracts with any parties providing services or insurance to such plan, all material respects internal memoranda regarding such plans, copies of material correspondence with all applicable provisions of ERISA Governmental Entities, plan summaries or summary plan descriptions, summary annual reports, booklets and the U.S. Internal Revenue Code of 1986personnel manuals and any other reports or summaries required under ERISA, as amended (the “Code”) and each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable and all other applicable laws, regulations, orders or other legislative, administrative or judicial promulgations (“Applicable Benefit Laws”), the most recent determination letter received from the Internal Revenue Service with respect to each such plan intended to qualify under Section 401 of the Code, and such other documentation with respect to any such Company Benefit Plan as is reasonably requested by the Purchaser. (ii) No Company Benefit Plan is or was at any time (A) subject to Title IV of ERISA or Section 412 of the Code, (B) a “multiemployer plan”, as defined in Section 3(37) of ERISA, (C) subject to Section 302 of ERISA, (D) a “multiple employer plan” within the meaning of Sections 4063, 4064 or 4066 of ERISA or (E) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA. The Company has not incurred, and, to the Knowledge of the Seller Parties, no facts exist which reasonably could be expected to result in, liability to the Company with respect to any Employee Plan of an ERISA Affiliate. (iii) Each Company Benefit Plan has been established, registered, qualified, invested, operated and administered in all respects in accordance with its qualified status terms and in compliance with all Applicable Benefit Laws. The Company has not incurred, and, to the Knowledge of the Seller Parties, no facts exist which reasonably could be expected to result in, any liability to the Company with respect to any Company Benefit Plan including without limitation, any liability, tax, penalty or fee under ERISA, the Code or any Applicable Benefit Law (other than to pay premiums, contributions or benefits in the ordinary course consistent with the terms of such plans). (iv) Each Company Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of the Code is so qualified and its related trust’s the trusts maintained thereunder that are intended to be exempt status from taxation under Section 501(a) of the Code are so exempt, and, to the Knowledge of the Seller Parties, no event has occurred and no condition exists with respect to the form or operation of such Company is not aware of any circumstances Benefit Plan that would be likely to result in cause the loss of such qualification or exempt status. (v) No Company Benefit Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for current or former employees, managers, officers, consultants, independent contractors, contingent workers or leased employees (or any of their dependents, spouses or beneficiaries) of the Company, any ERISA Affiliate or any predecessor in interest of them for periods extending beyond their retirement or other termination of service, other than continuation coverage mandated by Applicable Benefit Law and only to the extent required under such law for which the applicable person pays the full premium therefor. (vi) All contributions or premiums required to be made by the Company or any ERISA Affiliate under the terms of each Company Benefit Plan or by Applicable Benefit Laws have been made in a timely fashion in accordance with Applicable Benefit Laws and the terms of the Company Benefit Plan. Each Company Benefit Plan is fully funded or fully insured or both on an ongoing and termination or wind-up basis. (vii) The Company or ERISA Affiliate, as applicable, has the right under the terms of each Company Benefit Plan and under Applicable Benefit Law to amend, revise, merge or terminate such plan (or its participation in such plan) at any time exclusively and unilaterally by action of the Company, and no additional contributions or funding would be required to properly effect such termination. (viii) The execution, delivery and performance of, and consummation of the transactions contemplated by, this Agreement, either alone or in combination with any related event, including without limitation termination of employment or other service, will not (1) entitle any current or former employee, manager, officer, consultant, independent contractors, contingent worker or leased employee (or any of their dependents, spouses or beneficiaries) of the Company to severance pay, unemployment compensation or any other payments, (2) accelerate the time of payment or vesting, or increase the amount of compensation due, any such individual, or (3) increase the amount of or accelerate the time of payment or vesting of any amounts under any Company Benefit Plan. (ix) There are no pending or, to the Knowledge of the Seller Parties, threatened or anticipated claims, investigations, examinations, audits or other proceedings or actions by, against, involving or on behalf of any Company Benefit Plan (other than routine claims for benefits in the ordinary course consistent with the terms of the Company Benefit Plan), and, to the Knowledge of the Seller Parties, there exists no state of facts which after notice or lapse of time or both reasonably could be expected to give rise to any such claim, investigation, examination, audit or other proceeding or to affect the qualification of any such plan under Company Benefit Plan intended to be qualified within the meaning of Section 401(a) of the Code. (bx) Except Each service provider of the Company who has been classified as would notan “employee” or as an “independent contractor” has been properly classified as such, individually and to the Knowledge of the Seller Parties, there exists no condition or set of circumstances that could subject the Company or any Company Benefit Plan to any liability, tax, penalty or fee under ERISA, the Code or any Applicable Benefit Law relating to the failure to properly classify any service provider of the Company as an “employee” or “independent contractor.” (xi) None of the Company, any ERISA Affiliate, any employee, officer or agent thereof, nor any trustee, administrator, fiduciary or other “party in interest” or “disqualified person” has engaged in a nonexempt “prohibited transaction” within the aggregate, have a Material Adverse Effect, meaning of Section 4975 of the Code or Section 406 of ERISA with respect to each any Company Benefit Plan. (xii) Each Company Benefit Plan that is a nonqualified deferred compensation plan or arrangement subject to Section 409A of the Code is and has been at all times in written compliance, and has been operated and administered at all times in compliance, with Section 409A of the Code. The Company does not have any obligation to make any gross-up payment associated with, or reimburse for, any Taxes, interest or penalties incurred under Section 409A of the Code. (xiii) The Company has not made any commitment to adopt or establish any new Company Benefit Plan or to modify or amend any Company Benefit Plan, except as required by law. (xiv) To the extent any Company Benefit Plan is intended to be grandfathered under the terms of the Patient Protection and Affordable Care Act of 2010 (“PPACA”), the Company has complied with the applicable provisions of PPACA, the Code, ERISA and Applicable Benefit Laws, and the Company has not taken, or failed to take, any action which would cause such Company Benefit Plan to lose such grandfathered status. No event has occurred and no condition exists with respect to any Company Benefit Plan that is subject to Title IV or Section 302 PPACA, the Health Care and Education Reconciliation Act of ERISA or Section 412 or 4971 of 2010 (“HCERA”) and all applicable regulations and guidance thereunder that would subject the Code: (A) no Company Benefit Plan has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Company Benefit Plan has been submitted; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (Taxes, fine, interest or penalty or other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been imposed by PPACA or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code)HCERA. (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily for the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law or by the terms of the Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authorities.

Company Benefit Plans. (a) Except as would notSection 4.12(a) of the Company Disclosure Schedule sets forth a correct and complete list of each material Company Benefit Plan (other than any offer letter or similar document that provides for “at will” (or following a notice period imposed by applicable Law) employment and does not include any contractual obligation on the part of an Acquired Company to provide any payments or benefits). To the extent applicable, individually the Company has either delivered or made available to Parent prior to the execution of this Agreement with respect to each material Company Benefit Plan accurate and complete copies of: (i) all plan documents and all amendments thereto, and all related trust or other funding documents, and in the case of unwritten material Company Benefit Plans, written descriptions thereof, (ii) all determination letters, rulings, opinion letters, information letters or advisory opinions issued by the IRS or the United States Department of Labor, (iii) the most recently filed annual return/report (Form 5500) and accompanying schedules and attachments thereto, (iv) the most recently prepared actuarial report and financial statements and (v) the most recent prospectus or summary plan descriptions and any material modifications thereto. (b) None of the Acquired Companies nor any ERISA Affiliate sponsors, maintains or contributes or is obligated to contribute to, or has in the past six (6) years sponsored, maintained or contributed or in the aggregatepast six (6) years has been obligated to contribute to, or has or is reasonably expected to have a Material Adverse Effectany direct or indirect liability with respect to, each any plan subject to Title IV of ERISA or any multiemployer plan within the meaning of Section 4001(a)(3) or 3(37) of ERISA. (c) Each Company Benefit Plan is in compliance in design and operation in all material respects with all applicable provisions of ERISA and the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received or is permitted to rely upon a favorable determination or opinion letter from the Internal Revenue Service with respect that it is so qualified, and there are no circumstances that would reasonably be expected to its qualified status under Section 401(a) of the Code and its related trust’s exempt status under Section 501(a) of the Code and the Company is not aware of any circumstances likely to result in the loss of the qualification of any adversely affect such plan under Section 401(a) of the Codequalification. (bi) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (A) no Each Company Benefit Plan has failed to satisfy been operated and maintained in compliance in all material respects with its terms and with the minimum funding standard requirements prescribed by applicable Laws, including ERISA and the Code; (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISAii) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard material Legal Proceeding is pending with respect to any Company Benefit Plan has been submitted; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than routine claims for benefits) and, to the Knowledge of the Company, no such Legal Proceeding is threatened; and (iii) to the Knowledge of the Company, there are no material governmental audits or investigations pending or threatened in connection with any Company Benefit Plan. (e) Except as provided in Section 3.7, neither the Bankruptcy Cases); (C) no liability (other than for premiums to execution and delivery of this Agreement nor the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 consummation of the Code Transactions will (an “ERISA Affiliate”); either alone or together with any other event) (Di) result in, or cause the PBGC has not instituted proceedings to terminate any such plan accelerated vesting, funding or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination delivery of, or increase the appointment of a trustee to administeramount or value of, any such plan; and severance, bonus or other payment or benefit to any current or former employee, officer, director or other service provider of any Acquired Company, (Eii) no Company Benefit Plan is, or is expected to be, result in any “at-riskparachute payment” status (as defined in Section 303(i)(4280G(b)(2) of the Code) or (iii) limit or restrict the right of any of the Acquired Companies or, after Effective Time, Parent or the Surviving Corporation, to merge, amend or terminate any Company Benefit Plan. (f) None of the Acquired Companies has any obligation to pay or provide any tax “gross-up” or similar “make-whole” payments or indemnities to any current or former employee, officer, director or other service provider of any Acquired Company. (g) No Company Benefit Plan provides for post-retirement or post-termination health, life insurance or other welfare benefits except as required under Part 6 of Subtitle B of Title I of ERISA or Section 430(i)(44980B of the Code or similar state Law. (h) Each Company Benefit Plan that is a “non-qualified deferred compensation plan” (as such term is defined in Section 409A(d)(1) of the Code). (c) Except as would not, individually or has been operated and maintained in material compliance with the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily for the benefit requirements of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law or by the terms Section 409A of the Foreign Plan have been made, Code and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authoritiesguidance issued thereunder.

Company Benefit Plans. (a) Except as would not, individually or in the aggregate, have Schedule 4.14(a) sets forth a Material Adverse Effect, complete list of each material Company Benefit Plan is in compliance in design and operation in all material respects with all applicable provisions of ERISA and the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service with respect to its qualified status under Section 401(a) of the Code and its related trust’s exempt status under Section 501(a) of the Code and the Company is not aware of any circumstances likely to result in the loss of the qualification of any such plan under Section 401(a) of the CodePlan. (b) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with With respect to each Company Benefit Plan that is subject listed on Schedule 4.14(a), the Company has delivered or made available to Title IV Acquiror correct and complete copies (or Section 302 of ERISA to the extent no copy exists, an accurate summary) of, if applicable: (i) the current plan document and any trust agreement or Section 412 or 4971 a written summary of the Code: material terms of such plan to the extent not evidenced by a written plan document; (Aii) no Company Benefit Plan has failed the most recent summary plan description; (iii) the most recent annual report on Form 5500 filed with the Internal Revenue Service (or, with respect to satisfy non-U.S. plans, any comparable annual or periodic report) and attached schedules (if applicable); (iv) the minimum funding standard most recent actuarial valuation; (v) the most recent determination or opinion letter issued by the Internal Revenue Service (or applicable comparable Governmental Authority); (vi) all material non-routine filings and correspondence with any Governmental Authority received within the meaning of Sections 412 last three years; and 430 of (vii) all insurance contracts and material administrative agreements under which the Code or Section 302 of ERISA) applicable to Company has any ongoing obligation which implement each such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Company Benefit Plan has been submitted; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code). (c) Except as would not, individually or in the aggregate, have reasonably be expected to be material to the Company and its Subsidiaries, taken as a Material Adverse Effectwhole, with respect to (i) each Company Benefit Plan maintained primarily for has been administered in compliance with its terms and all applicable Laws, including ERISA and the benefit of current or former employeesCode, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1ii) all employer and employee contributions required by Law or by to be made under the terms of any Company Benefit Plan as of the Foreign Plan date this Agreement is made have been madetimely made or, if not yet due, have been properly reflected in the Company’s Financial Statements, and all liabilities (iii) there are no pending or, to the Company’s knowledge, written threatened claims, actions, investigations or audits (other than routine claims for benefits) by, on behalf of or against any of the Company Benefit Plans or any trusts related thereto. The Company and each of the Company ERISA Affiliates are in compliance in all material respects with (i) the applicable requirements of Health Insurance Portability and Accountability Act, as amended, and the regulations (including the proposed regulations) thereunder, (ii) the Patient Protection and Affordable Care Act of 2010, as amended, and (iii) the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and any similar state laws. (d) Each Company Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code: (i) has received a favorable determination or opinion letter from the Internal Revenue Service as to its Significant Subsidiaries have qualification; (ii) has been satisfiedestablished under a standardized master and prototype or volume submitter plan for which a current favorable Internal Revenue Service advisory letter or opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer; or (iii) has time remaining under applicable Laws to apply for a determination or opinion letter or to make any amendments necessary to obtain a favorable determination or opinion letter, orand to the knowledge of the Company, no event has occurred that would reasonably be expected to result in each case accrued, the loss of the tax-qualified status of such plans. All matching contributions owed by the Company and its Significant Subsidiaries under any Company Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code have been timely made or, if not yet due, have been properly reflected in accordance with generally accepted accounting principlesthe Company’s Financial Statements. (e) Neither the Company, and any of its Subsidiaries nor any of their respective Company ERISA Affiliates have sponsored, maintained, contributed to or were required to contribute to, at any point during the six year period prior to the date hereof, (2i) a multiemployer pension plan (as defined in Section 3(37) of ERISA) (a “Multiemployer Plan”) or (ii) other than any Foreign Company Benefit Plan identified on Schedule 4.14(k), a defined benefit pension plan subject to Title IV of ERISA or Section 412 of the Code, in each case, regardless of whether or not it is subject to Title IV of ERISA. For purposes of this Agreement, “Company ERISA Affiliate” means any entity (whether or not incorporated) other than the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as or a Subsidiary of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign PlanCompany that, together with the Company or any accrued contributionsSubsidiary of the Company, is sufficient to procure considered under common control and treated as a single employer under Section 414(b), (c), (m) or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basiso) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authoritiesCode.

Company Benefit Plans. (a) Set forth on Schedule 4.17(a) is a list of each Company Benefit Plan and Non-U.S. Plan. With respect to each Company Benefit Plan and Non-U.S. Plan, the Company has made available to the Purchaser true and complete copies of each of the following, to the extent currently effective: (i) the plan document, together with all amendments, or if unwritten, a written summary of all material plan terms; (ii) where applicable, any trust agreements, insurance policies and other documents establishing other funding arrangements; (iii) any summary plan descriptions and employee handbooks; (iv) in the case of any Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination letter (or opinion letter or advisory letter), if any, from the Internal Revenue Service (the “IRS”); (v) all filings required to be made with any Governmental Entity during the two (2) calendar years preceding the date of this Agreement; (vi) the two (2) most recent financial statements and actuarial valuation reports thereof; and (vii) any correspondence or filings with or from any Government Entity relating to any government investigation or audit or any submission under any voluntary compliance procedures. (b) Neither the Company, any Subsidiary nor any ERISA Affiliate has ever maintained or been required to contribute to any benefit plan subject to Title IV of ERISA, or subject to Section 412 of the Code or Section 302 of ERISA. Neither the Company, any Subsidiary nor any ERISA Affiliate has been required to contribute to any “multiemployer plan” as defined in Section 4001(a)(3) of ERISA. No liability under Title IV of ERISA has been or is expected to be incurred by the Company or any of its Subsidiaries. (c) Except as would not, individually or in the aggregate, have a Material Adverse Effectotherwise disclosed on Schedule 4.17(c), each Company Benefit Plan is Plan, including any associated trust or fund, has been administered in compliance in design and operation in all material respects with all applicable provisions of ERISA its terms and the U.S. Internal Revenue applicable requirements of ERISA, the Code of 1986, as amended (the “Code”) and each any other applicable Laws. Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or is the subject of a favorable opinion letter or advisory letter from the Internal Revenue Service IRS on the form of such Company Benefit Plan, and, to the Knowledge of the Company, no event has occurred and no facts or circumstances exist that would cause the IRS to revoke or fail to issue such letter. Neither the Company nor any Subsidiary has filed, and is not considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Company Benefit Plan. (d) None of the Company, any of its qualified status under Subsidiaries, nor, to the Knowledge of the Company, any other “disqualified person” or “party in interest” (as defined in Section 401(a4975(e)(2) of the Code and its related trust’s exempt status Section 3(14) of ERISA, respectively) has engaged in any transaction with respect to any Company Benefit Plan that would be reasonably likely to subject the Company to any Taxes or penalty (civil or otherwise) imposed by ERISA, the Code or other applicable Law. (e) Except as set forth on Schedule 4.17(e), all contributions, assessments and premium payments required to be made on account of each Company Benefit Plan have either been made or accrued on the financial statements of the Company (or the applicable Subsidiary), and the Company (or the applicable Subsidiary) has timely deposited all amounts withheld from employees into appropriate trusts or accounts, and no event has occurred or condition exists that would reasonably be expected to result in a material increase in the level of such amounts paid or accrued for the most recently ended fiscal year. There are no existing or, to the Knowledge of the Company, threatened Legal Proceedings relating to a Company Benefit Plan, other than routine claims for information or benefits in the Ordinary Course and, to the Knowledge of the Company, there is no reasonable basis for any such Legal Proceeding (other than such routine claims). (f) Except as set forth on Schedule 4.17(f), neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby could (either alone or in connection with other events) (i) result in, or cause the accelerated vesting, payment, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer, director, manager or other service provider of the Company or any Subsidiary under any Company Benefit Plan or Non-U.S. Plan; (ii) result in any severance, termination or similar types of payments or benefits; or (iii) result in a requirement to pay any tax “gross-up” or similar “make-whole” payments to any employee, director or consultant of the Company or any Subsidiary. The agreements listed on Schedule 4.17(f) constitute all of the obligations of the Company and any Subsidiary to make payments (including, “success fees” or bonuses, or severance payments, and any amounts payable to offset any excise Taxes imposed under Section 501(a) 4999 of the Code and any related income Taxes) to or for the benefit of current or former officers, directors, managers or employees of the Company is not aware of or any circumstances likely to Subsidiary exclusively as a result in the loss of the qualification of any such plan under Section 401(a) transactions contemplated by this Agreement, other than those relating to amounts paid by the Company prior to the Closing Date and statutory payments to officers, directors, managers or employees of the CodeCompany or any Subsidiary outside of the United States and ordinary course accrued bonuses and wages and other payments that are not triggered exclusively by the transactions contemplated by this Agreement. (bg) Except Each Company Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (h) Each Non-U.S. Plan has been administered in compliance with its terms and complies in all material respects with all applicable Laws. (i) No Company Benefit Plan provides for, as would nota result of any of the transactions contemplated by this Agreement (whether alone or in connection with other events), any payment of any amount of money or other property to, or the acceleration of or provision of any other rights or benefits to, any current or former officer, employee, independent contractor, manager or director of the Company or any of its Subsidiaries that could reasonably be expected, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan that is subject to Title IV or Section 302 result in the payment of ERISA or Section 412 or 4971 of the Code: (A) no Company Benefit Plan has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Company Benefit Plan has been submitted; (B) no reportable event “excess parachute payments” within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) 280G of the Code). (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily for the benefit of . No current or former employeesofficer, officers employee, independent contractor, manager or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by director of the Company or any of its Significant Subsidiaries is entitled to any gross-up or any other payment from the Company or any of its Subsidiaries in respect of any Tax (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law including Taxes imposed under Section 409A or by the terms Section 4999 of the Foreign Plan have been made, and all liabilities Code) or any interest or penalty related thereto. (j) None of the Company Benefit Plans promises retiree medical, disability or life insurance benefits to any current or former employee, consultant or director, except as required by Section 4980B of the Code, Part 6 of Title I of ERISA or similar applicable state or local Law. (k) The representations and its Significant Subsidiaries have been satisfied, or, warranties contained in each case accrued, by this Section 4.17 constitute the sole representations and warranties of the Company relating to Company Benefit Plans and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authoritiesNon-U.S. Plans.

Company Benefit Plans. (ai) Except as has not had or would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) with respect to each Benefit Plan, the Company and each ERISA Affiliate, as well as each Benefit Plan, have complied, and are now in compliance with all provisions of ERISA, the Code and all laws and regulations applicable to such Benefit Plan; and (B) each Benefit Plan has been administered in accordance with its terms and all laws and regulations applicable to such Benefit Plan, including ERISA and the Code. (ii) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and except for liabilities fully reserved for or identified in the Company Financial Statements filed prior to the date hereof, (A) no claim has been made, or to the knowledge of the Company threatened, against the Company or any ERISA Affiliate related to the employment and compensation of employees or any Benefit Plan, including any claim related to the purchase of employer securities or to expenses paid under any defined contribution pension plan and (B) no event has occurred, and there exists no condition or set of circumstances, which could reasonably be expected to subject the Company or any Company subsidiary to any liability under the terms of, or with respect to, any Benefit Plan or under ERISA, the Code or any other applicable law. (iii) Neither the Company nor any ERISA Affiliate has ever maintained, established, sponsored, participated in, or contributed to, any (A) Benefit Plan which is or was subject to Title IV of ERISA or Section 412 of the Code, (B) “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA), (C) “multiple employer plan” within the meaning of Section 4001(a)(3) of ERISA or subject to Section 413(c) of the Code, or (D) “welfare benefit fund” within the meaning of Section 419 of the Code. (iv) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Company Benefit Plan is in compliance in design and operation in all material respects with all applicable provisions of ERISA and the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service with respect to its qualified status under Section 401(a) of the Code and its related trust’s exempt status under Section 501(a) of the Code and the Company is not aware of any circumstances likely to result in the loss of the qualification of any such plan under Section 401(a) of the Code. (b) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (A) no Company Benefit Plan has failed to satisfy neither the minimum funding standard execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, unemployment compensation, “excess parachute payment” (within the meaning of Sections 412 and 430 Section 280G of the Code Code), forgiveness of indebtedness or Section 302 of ERISAotherwise) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect becoming due to any Company Benefit Plan has been submitted; (B) no reportable event within the meaning current or former employee, officer or director of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with subsidiary of the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code). (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily for the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by from the Company or any of its Significant Subsidiaries ERISA Affiliate under any Benefit Plan or otherwise, (“Excluded Non-US Plans”): ii) increase any benefits otherwise payable under any Benefit Plan, (Aiii) (1) all employer and employee contributions required by Law or by the terms result in any acceleration of the Foreign Plan have been madetime of payment or vesting of any such benefits, and all liabilities (iv) require the funding or increase in the funding of any such benefits or (v) result in any limitation on the right of the Company or any ERISA Affiliate to amend, merge, terminate or receive a reversion of assets from any Benefit Plan or related trust and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as neither the Company nor any ERISA Affiliate has taken, or permitted to be taken, any action that required, and no circumstances exist that will require the funding, or increase in the funding, of any benefits or resulted, or will result, in any limitation on the right of the Effective DateCompany or any ERISA Affiliate to amend, the fair market value merge, terminate or receive a reversion of the assets of each funded Foreign Plan, from any Benefit Plan or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authoritiesrelated trust.

Company Benefit Plans. Except as provided in Section 5.17 of the Seller Disclosure Schedule: (a) Except as would not, individually or in the aggregate, have a Material Adverse Effect, each Company Benefit Each Seller Plan is listed in compliance in design and operation in all material respects with all applicable provisions Section 5.17 of ERISA and the U.S. Internal Revenue Code of 1986Seller Disclosure Schedule (collectively, as amended (the “CodeEmployee Plans”). The Sellers have made available to the Purchaser true and complete copies of (i) all Employee Plans and each Company Benefit Plan that is intended to be qualified under Section 401(arelated trust agreements, annuity contracts or other funding instruments, (ii) of the Code has received a favorable determination letter from the latest Internal Revenue Service determination or opinion letter obtained with respect to its any such Employee Plan qualified status or exempt under Section 401(a) 401 or 501 of the Code Code, as applicable, and its related trustthe results of discrimination testing for the most recently completed three (3) fiscal years for each such Employee Plan, (iii) Forms 5500 and certified financial statements for the most recently completed three (3) fiscal years for each Employee Plan required to file such form, together with the most recent actuarial report, if any, prepared by the Employee Plan’s exempt status enrolled actuary, (iv) the current summary plan descriptions for each Employee Plan required to prepare, file and distribute summary plan descriptions, (v) all summaries furnished to Employees, officers or directors of the Sellers of all incentive compensation, other plans and fringe benefits for which a summary plan description is not required and (vi) the form notifications to Employees of their rights under Section 501(a) of the Code and the Company is not aware of any circumstances likely to result in the loss of the qualification of any such plan under Section 401(a) 4980B of the Code. (b) None of the Employee Plans is a “multiemployer plan” (as defined in Section 3(37) of ERISA), is or has been subject to Sections 4063 or 4064 of ERISA, or is or has been subject to subject to Title IV of ERISA or Code Section 412 or 430. Neither Sellers nor any of their ERISA Affiliates have any Liability under Title IV of ERISA or Code Section 412 or 430. None of the Employee Plans is subject to any Laws outside of the United States. (c) Each Employee Plan has been established, administered and invested in accordance with its material terms and is in material compliance with all applicable Laws. The Sellers have performed and complied in all material respects with all of their respective obligations under or with respect to the Employee Plans. Each Employee Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code (“Qualified Plan”) and each trust that is intended to be exempt under Section 501 of the Code (“Exempt Trust”) has received a determination or opinion letter from the Internal Revenue Service to the effect that such Qualified Plan is so qualified and such Exempt Trust is so exempt, and, to Sellers’ Knowledge, nothing has occurred since the date of the most recent Internal Revenue Service determination or opinion letter, as applicable, that would materially and adversely affect the tax-qualified status of any Qualified Plan or Exempt Trust. (d) There is no action, order, writ, injunction, judgment or decree outstanding or proceeding, arbitral action, governmental audit, or investigation relating to, or seeking benefits under, any Employee Plan that is pending or, to the Knowledge of Sellers, threatened against any of Sellers (other than any claims for benefits under the Employee Plans in the Ordinary Course of Business). None of Sellers, or to the Knowledge of Sellers, any fiduciary of any Employee Plan, has any material liability with respect to any transaction in violation of Sections 404 or 406 of ERISA or any “prohibited transaction,” as defined in Section 4975(c)(1) of the Code, for which no exemption exists under Section 408 of ERISA or Section 4975(c)(2) or (d) of the Code. (e) No Employee Plan provides post-retirement or post-termination employee benefits (including death, medical or health benefits) to or in respect of any Employees or former Employees or their beneficiaries, and none of Sellers has any obligation to provide such benefits other than COBRA Continuation Coverage. Except as would notset forth on Schedule 5.17(e) of the Seller Disclosure Schedule, individually no Employee Plan provides health benefits that are not fully insured through an insurance Contract. All contributions or premiums required to be made by Sellers to or under each Employee Plan have been made in a timely fashion in accordance with applicable Law, the terms of the applicable Employee Plan and any applicable collective bargaining agreement, and no Seller has, and as of the Closing Date will not have, any actual or potential unfunded Liabilities with respect to any Employee Plans. (f) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result, separately or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan that is subject to Title IV or Section 302 in the payment of ERISA or Section 412 or 4971 of the Code: (A) no Company Benefit Plan has failed to satisfy the minimum funding standard (any “excess parachute payment” within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Company Benefit Plan has been submitted; §280G (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 corresponding provision of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such planstate, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination oflocal, or foreign Tax law) or in the appointment imposition of a trustee to administeran excise tax under Code Section 4999, (or any such plan; and (E) no Company Benefit Plan iscorresponding provisions of state, local or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Codeforeign Tax law). (cg) Except as would not, individually Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (whether alone or in conjunction with any other event) will result in forgiveness of Indebtedness or the aggregate, have a Material Adverse Effect, with respect acceleration or creation of any rights of any person to each Company Benefit benefits under any Assumed Plan maintained primarily for (including the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law or by the terms acceleration of the Foreign accrual or vesting of any benefits under any such Employee Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign acceleration or creation of any rights under any employment, severance, retention, parachute or change in control agreement or the right to receive any transaction bonus or other similar payment) or the obligation to take action to secure any benefits payable under any Assumed Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authorities.

Company Benefit Plans. (a) Section 4.11 of the Company Disclosure Schedules sets forth a true, correct and complete list of each material Company Benefit Plan (provided that to the extent such Company Benefit Plans do not materially deviate from a standard form, such standard form may be listed thereon). Except as would notnot reasonably be expected to be, individually or in the aggregate, have a Material Adverse Effectmaterial to the Company, each Company Benefit Plan is has been established, maintained, funded and administered in compliance in design accordance with its terms and operation in all material respects with all applicable provisions of ERISA and the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and each Laws. Each Company Benefit Plan that was or is intended to be meet the requirements of a “qualified plan” under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service and nothing has occurred that would reasonably be expected to adversely affect the qualification of such Company Benefit Plan. No Company Benefit Plan is and the Company has no Liability under or with respect to its qualified status under any “defined benefit plan” (as defined in Section 401(a3(35) of ERISA, whether or not subject thereto), any “multiemployer plan” (as defined in Section 3(37) of ERISA) or any plan that is or was subject to Section 412 of the Code and its related trust’s exempt status under or Title IV of ERISA, any “multiple employer plan” (as defined in Section 501(a) 210 of the Code and the Company is not aware of any circumstances likely to result in the loss of the qualification of any such plan under ERISA or Section 401(a413(c) of the Code. ), or any “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA or a plan, program, policy, agreement or arrangement that provides post-termination or post-ownership welfare benefits, except as may be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or similar state or other applicable Law and at the sole expense of such participant or the participant’s beneficiary. The Company has no material Liability (bwhether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code or on account of at any time being considered a single employer under Section 414 of the Code with any other Person. Except as would notnot reasonably be expected to be, individually or in the aggregate, material to the Company, all contributions and premiums required to be made with respect to the Company Benefit Plans on or before the date hereof have a Material Adverse Effectbeen timely made and all such amounts for any period ending on or before the Closing Date that are not yet due have been made or properly and sufficiently accrued for in the respective Financial Statements. (b) No material claim or Proceeding with respect to any Company Benefit Plan (other than routine claims for benefits or domestic relations order) is pending or, to the Company’s knowledge, threatened. There has been no non-exempt prohibited transaction (as defined in Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary duty (as determined under ERISA) with respect to any Company Benefit Plan where any material liability remains outstanding. (c) With respect to each material Company Benefit Plan, the Company has provided Plum copies of (to the extent applicable): (i) the current plan and trust documents (and all amendments thereto); (ii) the most recent summary plan description provided to participants (and all summaries of material modifications); (iii) the most recent Form 5500 annual report (and all schedules and attachments thereto); (iv) all related insurance contracts or other funding arrangements; (v) the most recent determination, advisory or opinion letter received from the Internal Revenue Service; and (vi) all non-routine and material correspondence with any Governmental Authority. (d) With respect to each Company Benefit Plan that is subject to Title IV or Section 302 the Laws of ERISA or Section 412 or 4971 of the Code: (A) no Company Benefit Plan has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Company Benefit Plan has been submitted; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (jurisdiction other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code). (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily for the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each whether or not United States Law also applies) (a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1i) all material employer and employee contributions to each Foreign Plan required by Law or by the terms of the such Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, timely made or, in each case accruedif applicable, by the Company and its Significant Subsidiaries accrued in accordance with generally accepted normal accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Planpractices; (Bii) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient Plan required to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan be registered has been registered as required and has been maintained in good standing in all material respects with applicable regulatory authorities; and (iii) no Foreign Plan is a defined benefit plan (as defined in ERISA, whether or not subject to ERISA). All contributions required to have been made by the Company with respect to a plan maintained by a Governmental Authority have been timely made. (e) Neither the execution and delivery of this Agreement by the Company nor the consummation of the Transactions would (whether alone or in connection with any subsequent event) (i) result in the acceleration or creation of any rights of any Person to payments or benefits or increases in any payments or benefits under any Company Benefit Plan or otherwise, (ii) result in the acceleration of the time of payment, funding or vesting, or forfeiture, of any compensation or benefits to any Person under any Company Benefit Plan or otherwise or (iii) result in severance pay or any increase in severance pay upon any termination of employment. (f) Except for tax equalization agreements set forth on Section 4.11 of the Company Disclosure Schedules, the Company does not maintain any obligations to gross-up or reimburse any individual for any tax or related interest or penalties incurred by such individual, including under Sections 409A, 457A or 4999 of the Code or otherwise. (g) Each Company Benefit Plan that is a “nonqualified deferred compensation plan” subject to Section 409A of the Code or Section 457A of the Code has been established, documented, operated and maintained in compliance with Section 409A of the Code or Section 457A of the Code, in all material respects, and all applicable regulations and notices issued thereunder. (h) No payment, amount or benefit that would be, or has been, received by or provided to (whether in cash or property or the vesting of cash or property or the cancellation of indebtedness) any current or former employee, officer, shareholder, director or other individual service provider of the Company or any of its Affiliates as a result of the execution and delivery of this Agreement or the consummation of the Transactions (whether alone or in connection with any subsequent event) would, separately or in the aggregate, reasonably be expected to be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code).

Company Benefit Plans. Section 3.11(a) of the Company Disclosure Schedule sets forth a true, complete and correct list of each material Company Benefit Plan (aas defined in Section 6.5) . Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each Company Benefit Plan is in compliance in design and operation in all material respects with all applicable provisions of ERISA and the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and each Company Benefit Plan that is intended to be qualified under “qualified” within the meaning of Section 401(a) or 401(k) of the Code is so qualified; (ii) no Controlled Group Liability could reasonably be expected to be incurred by the Company or any of its ERISA Affiliates; (iii) neither the Company nor a Company Subsidiary has received engaged in a favorable determination letter from the Internal Revenue Service with respect to its qualified status transaction that would result in a civil penalty or tax under Section 401(a409 or 502(i) of the Code and its related trust’s exempt status under ERISA or Section 501(a) of the Code and the Company is not aware of any circumstances likely to result in the loss of the qualification of any such plan under Section 401(a) 4975 or 4976 of the Code. ; and (biv) there are no pending, threatened or anticipated claims against any of the Company Benefit Plans or any trusts related thereto. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with respect to each Company Benefit Plan that is subject to Title IV neither the execution or Section 302 delivery of ERISA or Section 412 or 4971 this Agreement nor the consummation of the Code: transactions contemplated by this Agreement will, either alone or in conjunction with any other event, (Ai) no Company Benefit Plan has failed result in any payment or benefit becoming due or payable, or required to satisfy be provided, to any Employee, (ii) materially increase the minimum funding standard amount or value of any benefit or compensation otherwise payable or required to be provided to any Employee, (within iii) result in the meaning of Sections 412 and 430 acceleration of the Code time of payment, vesting or Section 302 funding of ERISAany such benefit or compensation or (iv) applicable result in any material limitation on the right of Company or any of its Subsidiaries to such Company Benefit Planamend, whether or not waived and no application for a waiver of the minimum funding standard with respect to merge or, terminate any Company Benefit Plan has been submitted; or related trust. “Controlled Group Liability” means any and all liabilities (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)i) under Title IV of ERISA, (ii) under Section 302 of ERISA, (iii) under Sections 412 and 4971 of the Code, and (iv) as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA has been or is expected to be incurred by and section 4980B of the Company or Code. “ERISA Affiliate” means any entity that is required to be aggregated if it would have ever been considered a single employer with the Company pursuant to under ERISA Section 414 4001(b) or part of the Code (an same “ERISA Affiliate”); (D) controlled group” as the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 Company for purposes of ERISA for the termination of, Section 302(d)(8)(C) or the appointment of a trustee to administer, any such plan; and (ECode Sections 414(b) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code). (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily Member of an affiliated service group for the benefit purposes of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”Code Section 414(m), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law or by the terms of the Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authorities.

Company Benefit Plans. (a) Except as would not, individually or in the aggregate, have a Material Adverse Effect, Schedule 3.17 lists each material Company Benefit Plan is in compliance in design and operation in all material respects with all applicable provisions of ERISA and the U.S. Internal Revenue Code of 1986Plan, as amended (the “Code”) and each other than any Company Benefit Plan that is terminable at will and provides for an annual base salary of $250,000 or less. (b) Neither the Company nor any of its ERISA Affiliates has ever maintained, sponsored, contributed to, or had an obligation to maintain, sponsor or contribute to, or has any liability under or with respect to (i) a “defined benefit plan,” as defined in Section 3(35) of ERISA, (ii) a pension plan subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code, (iii) a “multiemployer plan,” as defined in Section 3(37) of ERISA, (iv) a “multiple employer plan” (within the meaning of Section 413 of the Code), (v) a “voluntary employees’ beneficiary association” (within the meaning of Section 501(c)(9) of the Code), (vi) an organization or trust described in Sections 501(c)(17) or 501(c)(20) of the Code or (vii) a “welfare benefits fund” described in Section 419(e) of the Code. No current or former employee, officer, director, consultant or other service provider of the Company or any of its Subsidiaries is or may become entitled under any Company Benefit Plan to receive health, life insurance or other welfare benefits (whether or not insured), beyond their retirement or other termination of service, other than health continuation coverage as required by Section 4980B of the Code or other applicable law. (c) Each Company Benefit Plan has been administered in all material respects in accordance with its terms and applicable Law. Each Company Benefit Plan intended to be qualified under Section 401(a) of the Code has either received a favorable determination letter from the Internal Revenue Service with respect IRS or may rely on a favorable opinion letter issued by the IRS, and, to its qualified status under Section 401(a) the Knowledge of the Code and its related trust’s exempt status under Section 501(aCompany, nothing has occurred since the date of such determination or opinion letter that would reasonably be expected to adversely affect such qualification. (d) of the Code and the Company is Except as would not aware of any circumstances be reasonably likely to result in the loss of the qualification of any such plan under Section 401(a) of the Code. (b) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect there are no actions, suits, audits or investigations by any Governmental Authority or other claims (except for routine claims for benefits) pending or, to each the Knowledge of the Company, threatened, against or involving any Company Benefit Plan that is subject to Title IV or Section 302 Plan. (e) Neither the execution and delivery of ERISA or Section 412 or 4971 this Agreement, nor the consummation of the Code: transactions contemplated hereby will (Awhether alone or upon the occurrence of any additional or further acts or events) no Company Benefit Plan has failed (i) result in any payment becoming due to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 any current or former employee, officer, director or independent contractor of the Code Company or Section 302 any Subsidiary thereof or satisfy any prerequisite (whether exclusive or non-exclusive) to any payment or benefit to any current or former employee, director or independent contractor of ERISAthe Company or any Subsidiary thereof, (ii) applicable to such increase any benefits under any Company Benefit Plan, whether or not waived and no application for a waiver (iii) result in the acceleration of the minimum time of payment, vesting or funding standard with respect to of any such benefits under any Company Benefit Plan has been submitted; Plan, or (Biv) no reportable event within result in the meaning forgiveness of Section 4043(c) any indebtedness of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV any current or former employee, officer, director or independent contractor of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code)Subsidiary thereof. (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily for the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law or by the terms of the Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authorities.

Company Benefit Plans. (a) Except Schedule 4.15(a) contains a true, complete and correct list of each material Seller Plan. (b) None of the Seller Plans is a “multiemployer plan” (as defined in Section 3(37) of ERISA), is a “multiple employer welfare arrangement” (as defined in Section 3(40)(A) of ERISA), nor, to the Knowledge of the Seller, is or has been subject to Sections 4063 or 4064 of ERISA. Neither the Seller, nor any Acquired Subsidiary, nor any of their ERISA Affiliates have incurred any Liability under Title IV of ERISA or Code Section 412 or 430 which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 4.15(b): (i) no legal or administrative action has been taken by the PBGC to terminate or to appoint a trustee to administer any Seller Plan, (ii) all minimum required contributions, as determined in accordance with Code Section 430, for each Company Seller Defined Benefit Plan is (as defined in compliance in design Section 7.15(e)) for the 2009 and operation in all material respects with all applicable provisions of ERISA and 2010 plan years which are due on or prior to September 15, 2010 have been or will be contributed to the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service with respect to its qualified status under Section 401(a) of the Code and its related trust’s exempt status under Section 501(a) of the Code and the Company is not aware of any circumstances likely to result in the loss of the qualification of any trust for such plan by Seller or one of its ERISA Affiliates on or prior to the due date required under Code Section 401(a412, (iii) of the Code. (b) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Seller Defined Benefit Plan that is subject Pension Plan, all required premium payments to Title IV the PBGC have been or, if due before the Closing Date, will be paid when due by Seller or Section 302 one of its ERISA or Section 412 or 4971 of the Code: Affiliates, and (Aiv) no Company Benefit Retirement Plan has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) applicable to such Company Benefit Plan, whether or not waived and no application for had a waiver of the minimum funding standard with respect to any Company Benefit Plan has been submitted; (B) no “reportable event event” within the meaning of Section 4043(c) 4043 of ERISA and the regulations thereunder for which the 30-day notice requirement has not been waived has occurred (other than in connection with by the PBGC or which would be triggered by the transactions contemplated by this Agreement or the occurrence of a proceeding under the Bankruptcy Cases); Code. (Cc) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA Each Seller Plan has been established, administered and invested in accordance with its terms and in material compliance with all applicable Laws and the Seller and each Acquired Subsidiary has performed and complied in all material respects with all of their respective obligations under or is with respect to Seller Plans, except where such failure to comply or perform would not reasonably be expected to be incurred by the Company have a Material Adverse Effect. (d) All contributions or any entity that is premiums required to be aggregated made by the Seller and each Acquired Subsidiary to or under each Seller Plan have been made in a timely fashion in accordance with applicable Law, the Company pursuant to Section 414 terms of the applicable Seller Plan and any applicable collective bargaining agreement, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect and neither the Seller nor any Acquired Subsidiary has, or as of the Closing Date will have, any actual or potential unfunded Liabilities with respect to any Seller Plan, other than as set forth in its Financial Statements or as set forth on Schedule 4.15(d). (e) Except as set forth on Schedule 4.15(e), neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result, separately or in the aggregate, in the payment of any "excess parachute payment" within the meaning of Code §280G (or any corresponding provision of state, local, or foreign Tax law) or in the imposition of an “ERISA Affiliate”); excise tax under Code Section 4999 (Dor any corresponding provisions of state, local or foreign Tax Law) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which that would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code). (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect. (f) Except as set forth on Schedule 4.15(f), with respect each benefits plan or other plan, program or contract of an Acquired Subsidiary that is subject to each Company Benefit Plan maintained primarily for or governed by the benefit laws of current or former employees, officers or directors employed, or otherwise engaged, outside a jurisdiction other than the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law or by the terms of the Foreign Plan which would have been madetreated as an “employee benefit plan” under ERISA had it been a U.S. plan, and all liabilities of the Company and its Significant Subsidiaries (i) have been satisfied, or, maintained in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date material respects in accordance with applicable generally accepted accounting principles; and Law, (Cii) the Foreign Plan has been registered that are intended to qualify for special Tax treatment meet all material requirements for such treatment, (iii) that are required to be funded and/or book reserved are funded and/or book reserved, as required and has been maintained appropriate, based upon reasonable actuarial assumptions in good standing accordance with applicable regulatory authoritiesLaw.

Company Benefit Plans. (a) Except as would notnot have, and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, (i) the Company and the other members of the AB Group, as of the date hereof, have complied, and are now in compliance, with the Applicable Laws regarding each Company Benefit Plan is and each Company Benefit Plan has been administered in compliance accordance with its terms; and (ii) each Company Benefit Plan intended to qualify for a particular tax treatment under Applicable Law meets all the requirements for such treatment and has received, to the extent available, confirmation of its intended tax treatment from the applicable Governmental Authority. (b) Except as would not have, and would not reasonably be expected to have, individually or in design and operation in all material respects with all applicable provisions of ERISA and the U.S. Internal Revenue Code of 1986aggregate, as amended (the “Code”) and a Company Material Adverse Effect, each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service with respect to its qualified status under Section 401(a) of the Code and its related trust’s exempt status under Section 501(a) of the Code and the Company funded and/or book-reserved is not aware of any circumstances likely to result in the loss of the qualification of any such plan under Section 401(a) of the Code. (b) Except fully funded and/or book reserved, as would notappropriate, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (A) no Company Benefit Plan has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Company Benefit Plan has been submitted; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code)based upon reasonable actuarial assumptions. (c) Except as would notnot have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, other than in respect of the Company Benefits Plans identified in Section 4.18(c) of the Company Disclosure (the “UK Pension Arrangements”), none of the Company or any other members of the AB Group or, to the Knowledge of the Company, any AB Principal JV, is or has at any time been the employer, or connected or associated with the employer (as those terms are used in the UK Pensions Act 2004) in relation to a UK defined benefit pension scheme. Except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no notifiable event (as defined in Section 69 of the UK Pensions Act 2004) has occurred in relation to any Company Benefit Plan subject to the Applicable Laws of the United Kingdom and the completion of the transactions contemplated by this Agreement will not constitute such a notifiable event. Except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no circumstances exist or have existed which could lead to any material liability for the Company or any other members of the AB Group or, to the Knowledge of the Company, any AB Principal JV, under Sections 38 to 56 of the UK Pensions Xxx 0000. Except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no debt under Section 75 has arisen in respect of the Company or any other members of the AB Group or, to the Knowledge of the Company, any AB Principal JV, that has not been settled in full nor will any such debt arise on completion of the transactions contemplated by this Agreement. (d) Except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the defined benefit pension schemes of Boots Norge AS and Alliance Healthcare Norge AS which were liquidated with effect from January 1, 2011 have been fully funded in accordance with their terms and Applicable Laws to cover (i) any payment of disability pension (Nw.: “uførepensjon”) to members under said schemes, (ii) any future disability pension obligations for members who prior to the liquidation of said schemes had a pending application for disability pension with the Norwegian National Insurance authority (Nw.: “Folketrygden”); and (iii) any and all rights that can be derived from the paid-up pension policies (Nw.: “fripoliser”) issued to the members of the scheme as a result of the defined benefit pension schemes being liquidated. (e) Since the last 12 months prior to the Signing Date, no Employee, officer, director or consultant who is party to a Material Employment Agreement has given or received notice terminating his or her employment or service relationship with the Company or any other members of the AB Group. (f) Except as set forth on Section 4.18(f) of the Company Disclosure Schedule, neither the execution, delivery and performance of this Agreement or any of the other Transaction Documents, nor the consummation of the Transactions, will (either alone or in conjunction with any other event) result in, cause the accelerated vesting, funding or delivery of, or increase the amount or value of, any payment or benefit to any Employee or officer or director of the Company or any other members of the AB Group or, to the Knowledge of the Company, any AB Principal JV. (g) Except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) there are no pending or, to the Knowledge of the Company, threatened Proceedings (other than claims for benefits in the ordinary course) which have been asserted or instituted, and, (ii) to the Knowledge of the Company, no set of circumstances exists which may reasonably give rise to a Proceeding, against the Company Benefit Plans, any fiduciaries thereof with respect to their duties to the Company Benefit Plans or the assets of any of the trusts or other funding arrangements under any of the Company Benefit Plans which could reasonably be expected to result in any Liability of the Company or any of its subsidiaries to any Governmental Authority, any Company Benefit Plan, any participant in a Company Benefit Plan, or any other party. (h) Except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each individual who renders services to the Company or any other member of the AB Group or, to the Knowledge of the Company, any AB Principal JV, who is classified by the Company or such other Person, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under Company Benefit Plans) is properly so characterized under Applicable Law. (i) None of the Company or any other members of the AB Group has any Liability with respect to the purchase of Qualifying Securities or Remaining Qualifying Securities (in each case as defined in Part D of Schedule 6 of the MEP Agreement) from any Manager (as defined in Section 1.1. of the MEP Agreement). (j) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, with respect to the Share Plans, (i) each Company Benefit Share Plan maintained primarily for the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled has at all times been operated by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law or by the terms relevant member of the Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries AB Group in accordance with generally accepted accounting principlesits terms, and (2) and, to the Company and its Significant Subsidiaries are in compliance with all requirements Knowledge of applicable Law and the terms of such Foreign PlanCompany, there is no ground on which approval for an HM Revenue & Customs-approved Share Plan may be withdrawn or cease to apply; (Bii) as all national insurance elections and elections under Chapter 2 of Part 7 of the Effective Date, ITEPA 2003 have been properly entered into by the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current Employees concerned and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principlestheir employer; and (Ciii) all reporting requirements in relation to the Foreign Plan has Employees’ participation in the Share Plans, including filing requirements under Section 421J of ITEPA 2003, have been registered as required and has been maintained in good standing with applicable regulatory authoritiescomplied with.

Company Benefit Plans. (a) Except as would notSchedule 3.15(a) identifies each Company Benefit Plan. True, individually or in correct and complete copies of each of the aggregateCompany Benefit Plans, and related trusts, if applicable, including all amendments thereto, have a Material Adverse Effectbeen Made Available to Parent. There has also been Made Available to Parent, with respect to each Company Benefit Plan and to the extent applicable: (i) the three most recent annual or other reports filed with each Governmental Entity with respect to each such plan, including all applicable schedules and audited financial statements attached thereto, (ii) each insurance contract and other funding agreement, and all amendments thereto, (iii) the most recent summary plan description and any summaries of material modifications thereto; (iv) the most recent audited financial statements or accounts and actuarial report or valuation required to be prepared under Applicable Laws; and (v) the most recent determination letter or opinion letter issued by the Internal Revenue Service. (b) Neither the Company nor any of its ERISA Affiliates, if applicable, contributes to or has any obligation to contribute to, or had any such obligation during the past six-year period preceding the Closing Date, and no Company Benefit Plan is (i) a plan subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code, (ii) a “multiemployer plan” as defined in Section 3(37) of ERISA, (iii) a plan described in Section 413 of the Code, or (iv) a plan funded through a trust that is intended to be exempt from federal income taxation pursuant to Section 501(c)(9) of the Code. (c) All contributions required to be made or accrued by the Company or any of its ERISA Affiliates to the Company Benefit Plans pursuant to their terms and provisions or pursuant to Applicable Laws have been timely made or accrued in all material respects. (d) Except as otherwise set forth on Schedule 3.15(d): (i) each Company Benefit Plan has been established, documented, administered and operated in compliance in design and operation in all material respects with Applicable Laws and its governing documents; (ii) all applicable provisions of ERISA reports and disclosures relating to the U.S. Internal Revenue Code of 1986Company Benefit Plans required to be filed with or furnished to Governmental Entities, as amended (the “Code”) and each Company Benefit Plan that is participants or Company Benefit Plan beneficiaries have been filed or furnished in substantial compliance with Applicable Laws in a timely manner; (iii) each of the Company Benefit Plans intended to be qualified under Section 401(a) of the Code satisfies in all material respects the requirements of Section 401(a), and (A) is maintained in all material respects pursuant to a prototype document approved by the Internal Revenue Service, or has received a favorable determination letter from the Internal Revenue Service which has neither expired nor been revoked regarding such qualified status, and has not been amended or operated in a way which would reasonably be expected to adversely affect such qualified status; or (B) still has a remaining period of time in which to apply for or receive such letter and to make any amendments necessary to obtain a favorable determination; (iv) there are no Actions pending (other than routine claims for benefits) or, to the Knowledge of the Company, threatened against, or with respect to its qualified status under Section 401(a) to, any of the Code and its related trust’s exempt status under Section 501(aCompany Benefit Plans or their assets; (v) of the Code and the as to any Company is not aware of any circumstances likely Benefit Plan intended to result in the loss of the qualification of any such plan be qualified under Section 401(a) of the Code. (b) Except as would not, individually there has been no termination or in partial termination of the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (A) no Company Benefit Plan has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Company Benefit Plan has been submitted; (B) no reportable event within the meaning of Section 4043(c411(d)(3) of ERISA for which the 30-day notice requirement has not been waived has occurred Code; (vi) there is no matter pending (other than routine qualification determination filings) with respect to any of the Company Benefit Plans before any Governmental Entity; and (vii) except as otherwise disclosed under this Agreement, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (A) require the Company or any ERISA Affiliate to make a larger contribution to, or pay greater amounts or benefits 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, service credits or other benefits or payments under any Company Benefit Plan. (e) Except as otherwise set forth on Schedule 3.15(e), in connection with the Bankruptcy Cases); (C) consummation of the transactions contemplated by this Agreement, no liability (payments of money or property, acceleration of benefits, or provisions of other than for premiums rights have or will be made hereunder, under the Company Benefit Plans or under any other agreement which, in the aggregate and with respect to the Pension Benefit Guaranty Corporation (Company, its ERISA Affiliates and its respective employees and other service providers, would be reasonably likely to result in imposition of the “PBGC”)) sanctions imposed under Title IV Sections 280G and 4999 of ERISA has been the Code, whether or is expected not some other subsequent action or event would be required to cause such payment, acceleration or provision to be incurred by the triggered. (f) Each Company Benefit Plan which is an “employee benefit plan,” as such term is defined in Section 3(3) of ERISA, may be unilaterally amended or any entity that is required to be aggregated terminated in its entirety, in accordance with the Company terms thereof, without liability except as to benefits accrued thereunder prior to such amendment or termination. (g) Except to the extent required pursuant to Section 414 4980B(f) of the Code (an “ERISA Affiliate”); (D) and the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination corresponding provisions of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination ofERISA, or the appointment of a trustee to administerexcept as otherwise set forth on Schedule 3.15(g), any such plan; and (E) no Company Benefit Plan isprovides retiree medical or retiree life insurance benefits to any Person, or and the Company is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code). (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily for the benefit of current or former employees, officers or directors employed, not contractually or otherwise engaged, outside the United States obligated (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored whether or not otherwise sponsored, maintained in writing) to provide any Person with life insurance or controlled by the Company medical benefits upon retirement or any termination of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law or by the terms of the Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authoritiesemployment.

Company Benefit Plans. Section 3.11(a) of the Company Disclosure Schedule sets forth a true, complete and correct list of each material Company Benefit Plan (a) as defined in Section 6.5). Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each Company Benefit Plan is in compliance in design and operation in all material respects with all applicable provisions of ERISA and the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and each Company Benefit Plan that is intended to be qualified under “qualified” within the meaning of Section 401(a) or 401(k) of the Code is so qualified; (ii) no Controlled Group Liability could reasonably be expected to be incurred by the Company or any of its ERISA Affiliates; (iii) neither the Company nor a Company Subsidiary has received engaged in a favorable determination letter from the Internal Revenue Service with respect to its qualified status transaction that would result in a civil penalty or tax under Section 401(a409 or 502(i) of the Code and its related trust’s exempt status under ERISA or Section 501(a) of the Code and the Company is not aware of any circumstances likely to result in the loss of the qualification of any such plan under Section 401(a) 4975 or 4976 of the Code. ; and (biv) there are no pending, threatened or anticipated claims against any of the Company Benefit Plans or any trusts related thereto. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with respect to each Company Benefit Plan that is subject to Title IV neither the execution or Section 302 delivery of ERISA or Section 412 or 4971 this Agreement nor the consummation of the Code: transactions contemplated by this Agreement will, either alone or in conjunction with any other event, (Ai) no Company Benefit Plan has failed result in any payment or benefit becoming due or payable, or required to satisfy be provided, to any Employee, (ii) materially increase the minimum funding standard amount or value of any benefit or compensation otherwise payable or required to be provided to any Employee, (within iii) result in the meaning of Sections 412 and 430 acceleration of the Code time of payment, vesting or Section 302 funding of ERISAany such benefit or compensation or (iv) applicable result in any material limitation on the right of Company or any of its Subsidiaries to such Company Benefit Planamend, whether or not waived and no application for a waiver of the minimum funding standard with respect to merge or, terminate any Company Benefit Plan has been submitted; or related trust. “Controlled Group Liability” means any and all liabilities (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)i) under Title IV of ERISA, (ii) under Section 302 of ERISA, (iii) under Sections 412 and 4971 of the Code, and (iv) as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA has been or is expected to be incurred by and section 4980B of the Company or Code. “ERISA Affiliate” means any entity that is required to be aggregated if it would have ever been considered a single employer with the Company pursuant to under ERISA Section 414 4001(b) or part of the Code (an same “ERISA Affiliate”); (D) controlled group” as the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 Company for purposes of ERISA for the termination of, Section 302(d)(8)(C) or the appointment of a trustee to administer, any such plan; and (ECode Sections 414(b) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code). (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily Member of an affiliated service group for the benefit purposes of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”Code Section 414(m), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law or by the terms of the Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authorities.

Company Benefit Plans. (a) Except as would notSection 4.14(a) of the Company Disclosure Letter is a true and complete list of each material employee benefit plan of a Mobile Company (each, individually a “Company Benefit Plan”). No Mobile Company is or has in the aggregatepast six (6) years been a member of a “controlled group” for purposes of Section 414(b), have a Material Adverse Effect(c), each (m) or (o) of the Code with any entity other than the Mobile Companies themselves. (b) Each Company Benefit Plan is and during the past six (6) years has been operated in material compliance in design and operation with all applicable Laws in all material respects with all applicable provisions of respects, including ERISA and the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and each . Each Company Benefit Plan that which is intended to be qualified under “qualified” within the meaning of Section 401(a) of the Code (i) has been determined by the IRS to be so qualified (or is based on a IRS approved plan which has received a favorable determination letter opinion letter) during the period from its adoption to the Internal Revenue Service with respect to its qualified status under Section 401(adate of this Agreement and (ii) of the Code and its related trust’s trust has been determined to be exempt status from taxation under Section 501(a) of the Code and or uses a form of trust agreement that is compatible with the plan’s IRS preapproved plan documents. To the Company’s knowledge, no fact exists which could adversely affect the qualified status of such Company Benefit Plans or the exempt status of such trusts. (c) With respect to each Company Benefit Plan which covers any current or former officer, director, consultant or employee (or beneficiary thereof) of a Mobile Company, the Company is has provided to Acquiror accurate and complete copies, if applicable, of: (i) all executed plan documents and related trust agreements or annuity Contracts (including any amendments, modifications or supplements thereto); (ii) all summary plan descriptions and material modifications thereto; (iii) the three (3) most recent Forms 5500, if applicable, including all schedules thereto; (iv) the most recent annual and periodic accounting of plan assets; (v) the three (3) most recent nondiscrimination testing reports; (vi) the most recent determination letter received from the IRS, if any; (vii) the most recent actuarial valuation; and (viii) all material communications with any Governmental Authority since January 1, 2019. (d) With respect to each Company Benefit Plan, except as would not aware of any circumstances likely to result in material liability for the loss Company: (i) no breach of fiduciary duty has occurred; (ii) no Legal Proceeding is pending, or to the Company’s knowledge, threatened (other than routine claims for benefits arising in the ordinary course of administration); (iii) no prohibited transaction, as defined in Section 406 of ERISA or Section 4975 of the qualification Code, has occurred, excluding transactions effected pursuant to a statutory or administration exemption; and (iv) all contributions and premiums due through the Closing Date have been made in all material respects as required under ERISA or have been fully accrued in all material respects on the Company financial statements. (e) Except as set forth in Section 4.14(e) of the Company Disclosure Letter, no Company Benefit Plan is a “defined benefit plan” (as defined in Section 414(j) of the Code), a “multiemployer plan” (as defined in Section 3(37) of ERISA) or a “multiple employer plan” (as described in Section 413(c) of the Code) or is otherwise subject to Title IV of ERISA or Section 412 of the Code, and no Mobile Company has incurred any Liability or otherwise could have any Liability, contingent or otherwise, under Title IV of ERISA and no condition presently exists that is reasonably expected to cause such plan under Liability to be incurred. No Mobile Company currently maintains or has in the past three (3) years maintained, or is required currently or has ever been required to contribute to or otherwise participate in, a multiple employer welfare arrangement or voluntary employees’ beneficiary association as defined in Section 401(a501(c)(9) of the Code. (bf) No arrangement exists pursuant to which a Mobile Company will be required to “gross up” or otherwise compensate any person because of the imposition of any excise tax on a payment to such person. (g) Each Mobile Company has during the past six (6) years complied in all material respects with the provisions of Section 601 et seq. of ERISA and Section 4980B of the Code (“COBRA”). (h) Except as would set forth in Section 4.14(h) of the Company Disclosure Letter, the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements will not: (i) entitle any individual to severance pay, individually unemployment compensation or other benefits or compensation; (ii) accelerate the time of payment or vesting, or increase the amount of any compensation due, or in respect of, any individual; or (iii) result in or satisfy a condition to the aggregatepayment of compensation that would, have a Material Adverse Effectin combination with any other payment, with respect to each Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (A) no Company Benefit Plan has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Company Benefit Plan has been submitted; (B) no reportable event result in an “excess parachute payment” within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) 280G of the Code). (ci) Except as would not, individually or in to the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily for the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions extent required by Law COBRA or by the terms similar state Law, no Mobile Company provides health or welfare benefits to any former or retired employee or is obligated to provide such benefits to any active employee following such employee’s retirement or other termination of the Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, employment or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authoritiesservice.

Company Benefit Plans. (a) Except as would not, individually or in the aggregate, have Schedule 3.13(a) contains a Material Adverse Effect, each true and complete list of all material Company Benefit Plan is in compliance in design and operation in all material respects with all applicable provisions of ERISA and the U.S. Internal Revenue Code of 1986, as amended (the “Code”) Plans and each Multiemployer Plan to which the Company contributes or is directly required to contribute for the benefit of current or former employees, directors or consultants of the Company or any of its Subsidiaries. (b) Each of the Company Benefit Plan Plans that is intended to be qualified under Section 401(a) of the Code has received is subject to a favorable determination letter from the Internal Revenue Service with respect IRS or is a prototype or other plan that is entitled to its rely on an opinion or advisory letter issued by the IRS to the plan sponsor regarding qualification of the form of the prototype or other plan, and nothing has occurred that could reasonably be expected to adversely affect the qualified status under Section 401(a) of such Company Benefit Plan. Each Company Benefit Plan has been funded, administered and maintained, in form and in operation, in all material respects in accordance with its terms and with all applicable Laws, including but not limited to the requirements of the Code and its related trust’s exempt status under ERISA. No “prohibited transaction,” within the meaning of Section 501(a) 4975 of the Code or Sections 406 and the 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred and no breaches of fiduciary duty (as determined under ERISA) have occurred with respect to any Company is not aware of any circumstances likely Benefit Plan that would reasonably be expected to result in any material liability. Except as set forth on Schedule 3.13(b) or would not reasonably be expected to result in material liability to the loss Company and its Subsidiaries, taken as a whole, there are no current Claims pending, or, to the Company’s knowledge, threatened or reasonably anticipated (other than routine Claims for benefits) with respect to any Company Benefit Plan or, to the Company’s knowledge, any Multiemployer Plan. (c) With respect to each Company Benefit Plan and Multiemployer Plan, except as would not reasonably be expected to result in material liability to the Company and its Subsidiaries, taken as a whole, all required contributions, premiums, or other payments that are due have been made on a timely basis, and any amounts not yet due have been properly accrued. (d) With respect to each material Company Benefit Plan, the Company has made available to the Purchaser true and complete copies of, in each case, to the extent applicable, (i) all material plan documents and amendments thereto, related trust documents, group insurance policies and material Contracts, (ii) the most recent determination, opinion, notification, or advisory letter received from the IRS, (iii) the most recent Form 5500 annual report, (iv) the most recent summary plan description and all summaries of material modifications thereto, (v) the most recently completed plan years’ compliance and discrimination tests, (vi) the most recent actuarial valuation report or recent summary of material outstanding obligations, and (vii) any non-routine correspondence with a Governmental Entity dated within the past thirty six (36) months with respect to any matter involving such Company Benefit Plan that would reasonably be expected to result in material liability to the Company and its Subsidiaries, taken as a whole. With respect to each Multiemployer Plan to which the Company contributes to or is directly obligated to contribute for the benefit of current or former employees, directors, or consultants of the qualification Company and its Subsidiaries, to the extent available in the Company’s possession at the Company’s headquarters location, the Company has made available copies of: (x) the most recent actuarial valuation report, (y) the most recent annual funding notice, and (z) any material correspondence from the Multiemployer Plan’s sponsor regarding plan funding and withdrawal liability estimates. (e) Except as set forth on Schedule 3.13(e), no Company Benefit Plan is, and none of the Company, or any of its Subsidiaries maintains, sponsors, contributes to, is directly required to contribute to (for the benefit of current or former employees, directors or consultants of the Company or any of its Subsidiaries) or has any current or contingent liability (with respect to current or former employees, directors or consultants of the Company or any of its Subsidiaries) with respect to, (i) any “defined benefit plan” (as such term is defined in Section 3(35) of ERISA) or any other employee benefit plan under that is or was subject to Title IV of ERISA or Section 401(a412 of the Code, (ii) any Multiemployer Plan, (iii) a “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code), or (iv) a “multiple employer welfare arrangement” (as such term is defined in Section 3(40) of ERISA). Neither the Company nor any of its Subsidiaries has any outstanding liability or obligations with respect to any employee benefit plan maintained, sponsored, contributed to, or required to be contributed to by an ERISA Affiliate. Except as set forth on Schedule 3.13(e), no Company Benefit Plan provides, and neither the Company nor any of its Subsidiaries has any actual or potential obligation to provide, any material post-employment health, life or other welfare benefits, other than as required under Section 4980B of the Code or any similar applicable Law for which the covered individual pays the full cost of coverage. (bf) Except as would notnot reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, (i) the Company and its Subsidiaries have a Material Adverse Effectcomplied and are in compliance with the requirements of COBRA as well as the Patient Protection and Affordable Care Act, including the Health Care and Education Reconciliation Act of 2010, as amended and including any guidance issued thereunder (“PPACA”), and (ii) neither the Company nor any of its Subsidiaries has incurred, or is reasonably expected to incur or to be subject to, any Tax, penalty or other liability that may be imposed under PPACA, including pursuant to Sections 4980B, 4980D, or 4980H of the Code (g) Except as set forth on Schedule 3.13(g), without limiting the generality of the other provisions of this Section 3.13, with respect to each Company Benefit Plan that is subject to Title IV or Section 302 the Laws of ERISA or Section 412 or 4971 of the Code: (A) no Company Benefit Plan has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Company Benefit Plan has been submitted; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (jurisdiction other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code). (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily for the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (whether or not United States Law also applies) (each such plan, a “Foreign Company Benefit Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1i) all material employer and employee contributions to each Foreign Company Benefit Plan required by Law or by the terms of the such Foreign Company Benefit Plan have been timely made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accruedif applicable, by the Company and its Significant Subsidiaries accrued in accordance with generally accepted normal accounting principlespractices, and (2ii) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient Company Benefit Plan required to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan be registered has been registered as required and has been maintained in good standing in all material respects with applicable regulatory authorities, and (iii) no Foreign Company Benefit Plan is a defined benefit plan (as defined in ERISA, whether or not subject to ERISA). (h) Each agreement, contract, arrangement or Company Benefit Plan of the Company and its Subsidiaries that is a “nonqualified deferred compensation plan” subject to Section 409A of the Code to which the Company or any of its Subsidiaries is a party materially complies with and has been maintained in all material respects in accordance with the requirements of Section 409A of the Code and any U.S. Department of Treasury or IRS guidance issued thereunder. Neither the Company nor any of its Subsidiaries has any legally binding obligation to reimburse or otherwise “gross-up” any Person for any Taxes as a result of Section 409A of the Code. (i) Except as expressly provided otherwise under this Agreement, or as set forth on Schedule 3.13(i), the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or in combination with the occurrence of any other event) constitute an event under any Company Benefit Plan that will result in any material payment (whether severance pay or otherwise), give rise to any material liability, acceleration, forgiveness of Company Indebtedness, vesting, distribution, increase in benefits or compensation, forfeiture or obligation to fund benefits thereunder. (j) Neither the Company nor any Subsidiary is a party to any agreement, contract, arrangement or Company Benefit Plan that has resulted or could result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code (or any corresponding provision of state, local or foreign Tax law) and any U.S. Department of Treasury or IRS guidance issued thereunder in connection with the transactions contemplated hereby (either alone or in combination with the occurrence of any other event). (k) Neither the Company nor any of its Subsidiaries has any actual or potential obligation to reimburse or otherwise “gross-up” any Person for any Taxes as a result of Sections 280G or 4999 of the Code.

Company Benefit Plans. (a) Except as would not, individually or in the aggregate, have a Material Adverse Effect, With respect to each Company Benefit Plan is (as defined in Section 6.4) and as Previously Disclosed, the Company has made available to Parent a current, correct and complete copy (or, to the extent no such copy exists, an accurate description) thereof. (i) Each Company Benefit Plan has been established, operated and administered in all material respects in accordance with its terms, and in compliance in design and operation in all material respects with all the applicable provisions of ERISA and the U.S. Internal Revenue Code Employee Retirement Income Security Act of 19861974, as amended (“ERISA”), the “Code”Code and other laws; (ii) and each Company Benefit Plan that is intended to be qualified under within the meaning of Section 401(a) of the Code is so qualified (and each corresponding trust is exempt under Section 501 of the Code) and has received or is the subject of a favorable determination letter from the Internal Revenue Service with respect to its qualified status under Section 401(a) of the Code and its related trust’s exempt status under Section 501(a) of the Code and the Company is not aware of any circumstances likely to result in the loss of the qualification of any such plan under Section 401(a) of the Code. (b) Except as would not, individually or in the aggregate, have uses a Material Adverse Effect, with respect to each Company Benefit Plan prototype document that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 a favorable opinion letter relating to the most recently completed Internal Revenue Service (“IRS”) remedial amendment period cycle, and, to the Knowledge of the Code: Company, nothing has occurred (Awhether by action or failure to act) that could reasonably be expected to adversely affect the qualified status of any Company Benefit Plan (or the exempt status of any related trust) or require the filing of a submission under the IRS’s employee plans compliance resolution system (“EPCRS”) or the taking of other corrective action pursuant to EPCRS in order to maintain such qualified (or exempt) status, and no Company Benefit Plan has failed to satisfy is the minimum funding standard subject of any pending correction or application under EPCRS; (within the meaning of Sections 412 and 430 of the Code or iii) no “reportable event” (as such term is defined in Section 302 4043 of ERISA) applicable that could reasonably be expected to such result in liability has occurred with respect to any Company Benefit Plan, whether or not waived no non-exempt “prohibited transaction “ (as such term is defined in Section 406 of ERISA and no application for a waiver Section 4975 of the minimum funding standard Code) has been engaged in by the Company or any of its Subsidiaries with respect to any Company Benefit Plan that has been submittedor is expected to result in any material liability, and no “accumulated funding deficiency” (as such term is defined in Section 302 of ERISA and Section 412 of the Code (whether or not waived) has occurred with respect to any Company Benefit Plan; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (Civ) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Subtitle C or D of Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required of its Subsidiaries with respect to be aggregated with any ongoing, frozen or terminated “single-employer plan,” within the Company pursuant to meaning of Section 414 4001(a)(15) of ERISA, currently or formerly maintained by any of them, or the Code (an “single-employer plan of any ERISA Affiliate”); (Dv) the PBGC has there does not instituted proceedings to terminate now exist, nor do any such plan or made any inquiry which circumstances exist that would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administerresult in, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) Controlled Group Liability that would be a liability of ERISA or Section 430(i)(4) of the Code). (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily for the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries Subsidiaries; (“Excluded Non-US Plans”): (Avi) (1) all employer and employee contributions required except as expressly contemplated by Law or by the terms of the Foreign Plan have been madethis Agreement, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, there is no present intention by the Company and that any Company Benefit Plan be materially amended, suspended or terminated, or otherwise modified to change benefits (or the levels thereof) in a manner that results in an increased cost to the Company or any of its Significant Subsidiaries (other than an immaterial increase in accordance with generally accepted accounting principles, and administrative costs or changes required by law) under any Company Benefit Plan at any time within the twelve months immediately following the date hereof; (2vii) the Company and its Significant Subsidiaries are have not incurred any current or projected liability under any Company Benefit Plan (or any other plan or arrangement to which the Company or a Subsidiary thereof is a party) in compliance with all respect of post-employment or post-retirement health, medical or life insurance benefits for current, former or retired employees of the Company or any of its Subsidiaries, except as required to avoid an excise tax under Section 4980B of the Code or otherwise except as may be required pursuant to any other laws; (viii) each Company Benefit Plans that is intended to satisfy the requirements of applicable Law Section 125, 423 or 501(c)(9) of the Code satisfies such requirements; (ix) no Company Benefit Plan is funded through a “welfare benefit fund” as defined in Section 419 of the Code; and (x) all contributions required to have been made under the terms of such Foreign Plan; any Company Benefit Plan or pursuant to ERISA and the Code have been timely made and, to the extent required, all obligations in respect of each the Company Benefit Plan have been properly accrued and reflected in the Company Financial Statements. As used in this Agreement, the term “Controlled Group Liability” means any and all liabilities (Bi) under Title IV of ERISA, (ii) Xxxxxxx 000 xx 0000(x) xx XXXXX, (xxx) under Sections 412, 430 and 4971 of the Code, and (iv) as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authoritiesCode.

Company Benefit Plans. (a) Except Section 2.9(a) of the Disclosure Schedules contains a true and complete list of all Company Benefit Plans. The Company has previously made available to Buyer, as would notapplicable, individually or in the aggregate, have a Material Adverse Effect, true and complete copies of: (i) each Company Benefit Plan (or, to the extent no such copy exists, an accurate description thereof); (ii) each trust agreement, administrative agreement, insurance policy or other funding contract related to each such Company Benefit Plan; (iii) the most recent financial statements and the most recent Form 5500 required to have been filed with respect to each such Company Benefit Plan; (iv) the most recently received IRS determination letters or opinion letters, if any, with respect to any such Company Benefit Plan that is intended to qualify under Section 401(a) of the Code; and (v) the most recent summary plan description for each such Company Benefit Plan, including any summary of material modifications required under ERISA. (b) Each Company Benefit Plan has been established, operated and administered in compliance and in design accordance with its terms and operation applicable Laws, including, but not limited to, ERISA, the Code and in all material respects with all applicable provisions of ERISA and each case the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and each regulations thereunder. Each Company Benefit Plan that is intended to be qualified under within the meaning of Section 401(a) of the Code is so qualified and has received or has an application pending or remains within the remedial amendment period for obtaining a favorable determination letter from as to its qualification, or if such Company Benefit Plan is a prototype plan, the Internal Revenue Service opinion or notification letter for each such Company Benefit Plan, and nothing has occurred that would reasonably be expected to cause the loss of such qualification. There are no material actions, suits or claims (other than routine claims for benefits in the normal course), investigations, audits, inquiries or proceedings pending or, to the Knowledge of the Seller, threatened by the IRS or any other Governmental Entity with respect to its qualified status under Section 401(a) of the Code and its related trust’s exempt status under Section 501(a) of the Code and the any Company is not aware of any circumstances likely to result in the loss of the qualification of any such plan under Section 401(a) of the CodeBenefit Plan. (bc) Except as would notThe Company has not incurred (including by virtue of being an ERISA Affiliate of any other Person), individually or in the aggregate, have a Material Adverse Effect, any liability with respect to each Company Benefit Plan (i) any “employee pension plan,” as defined in Section 3(2) of ERISA, that is subject to Title IV or Section 302 of ERISA or Section 412 or Section 4971 of the Code: (A) no Company Benefit Plan has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or (ii) any “multiemployer plan” (as defined in ERISA Section 302 of ERISA3(37)). (d) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any No Company Benefit Plan has been submitted; provides for medical or welfare benefits (B) no reportable event within through insurance or otherwise), or for the meaning continuation of such benefits or coverage, in any case, after retirement or other termination of employment, except as may be required by Part 6 of Subtitle B of Title I of ERISA, the Consolidated Omnibus Budget Reconciliation Act, as may be amended, and Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 4980B of the Code or similar state group health plan continuation Law or foreign Law. (an “ERISA Affiliate”); e) Except as set forth on Section 2.9(e) of the Disclosure Schedules, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement (Deither alone or in conjunction with any other event) the PBGC has not instituted proceedings to terminate any such plan will, or made any inquiry which would could reasonably be expected to lead to termination result in any payment (including severance, unemployment compensation, forgiveness of indebtedness or otherwise) becoming due under any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code)Plan. (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily for the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law or by the terms of the Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authorities.

Company Benefit Plans. Section 2.20(a) of the Company Disclosure Letter contains a complete list of all "employee benefit plans" as defined in Section 3(3) of ERISA (athe "Company Employee Benefit Plans"), "employee pension benefit plans" as defined in Section 3(2) Except of ERISA (the "Company Employee Pension Plans"), and "employee welfare benefit plans" as would notdefined in Section 3(1) of ERISA (together with the Company Employee Benefit Plans and the Company Pension Plans, individually or in the aggregate, have a Material Adverse Effect, each "Company Benefit Plan is Plans"), sponsored, maintained or contributed to, or required to be contributed to, by the Company. All Company Benefit Plans have been administered in compliance in design and operation in all material respects with all their terms and the applicable provisions of ERISA and the U.S. Internal Revenue Code of 1986Code. With respect to each such Company Benefit Plan, as amended (the “Code”i) and each Company Benefit Plan that which is intended to be qualified under within the meaning of Section 401(a) of the Code has received operates in all material respects in accordance with the requirements for such qualifications and is the subject of a favorable determination letter from the Internal Revenue Service with respect as to its qualified status under Section 401(a) of qualification, and to the Code and its related trust’s exempt status under Section 501(a) of the Code and the Company is not aware of any circumstances likely Company's Knowledge, nothing has occurred, whether by action or failure to result in act, that could reasonably be expected to cause the loss of such qualification; (ii) all contributions, premiums or other payments required under the qualification of any such plan under Section 401(a) terms of the Code. (b) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan that is subject to Title IV Plans or Section 302 of ERISA Other Plans (as defined below) or Section 412 or 4971 under applicable Law have been made within the time required by Law and the terms of the Code: (A) no Company Benefit Plan has failed to satisfy the minimum funding standard Plans or Other Plans; (within the meaning of Sections 412 and 430 iii) there have been no "prohibited transactions" (as described in Section 4975 of the Code or Section 302 in Part 4 of Subtitle B of Title I of ERISA) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Company Benefit Plan has been submitted; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such planPlan; and (Eiv) there are no inquiries, proceedings, claims or suits pending or, to the Company's Knowledge, threatened by any Governmental Entity or by any participant or beneficiary against any of the Company Benefit Plans, the assets of any of the trusts under such Company Benefit Plans or the Company Benefit Plan issponsor or the Company Benefit Plan administrator, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) against any fiduciary of ERISA or Section 430(i)(4) any of the Code). (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, such Company Benefit Plans with respect to each Company Benefit Plan maintained primarily for the benefit of current design or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law or by the terms of the Foreign Plan have been made, and all liabilities operation of the Company and its Significant Subsidiaries have been satisfiedBenefit Plans, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established other than routine claims for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authoritiesbenefits.

Company Benefit Plans. (a) Except as would not‎Section 5.13(a) of the Company Disclosure Letter is a true and complete list of each material Benefit Plan of a Rubicon Company (each, individually a “Company Benefit Plan”). No Rubicon Company is or has in the aggregatepast been a member of a “controlled group” for purposes of Section 414(b), have a Material Adverse Effect(c), each (m) or (o) of the Code with respect to entities other than the Rubicon Companies. (b) Each Company Benefit Plan is and has been operated at all times in material compliance in design with the terms of such Company Benefit Plan and operation all applicable Laws in all material respects with all applicable provisions of respects, including ERISA and the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and each . Each Company Benefit Plan that which is intended to be qualified under “qualified” within the meaning of Section 401(a) of the Code (i) has been determined by the IRS to be so qualified (or is based on a prototype plan which has received a favorable determination letter opinion letter) during the period from its adoption to the Internal Revenue Service with respect to its qualified status under Section 401(adate of this Agreement and (ii) of the Code and its related trust’s trust has been determined to be exempt status from taxation under Section 501(a) of the Code and or the Rubicon Companies have requested an initial favorable IRS determination of qualification and/or exemption within the period permitted by applicable Law. To any Rubicon Company’s knowledge, no fact exists which could adversely affect the qualified status of such Company Benefit Plans or the exempt status of such trusts. (c) With respect to each Company Benefit Plan which covers any current or former officer, director, individual service provider, consultant or employee (or beneficiary thereof) of a Rubicon Company, the Company is has provided to Acquiror accurate and complete copies, if applicable, of: (i) all plan documents (or, to the extent such plan has not aware been reduced to writing, a written summary of material terms) and agreements and related trust or custodial agreements, annuity Contracts, or other funding vehicles (including any circumstances likely amendments, modifications or supplements thereto); (ii) all summary plan descriptions and material modifications thereto; (iii) the three (3) most recent Forms 5500, if applicable, and annual report, including all schedules thereto; (iv) the most recent annual and periodic accounting of plan assets; (v) the three (3) most recent nondiscrimination testing reports; (vi) the most recent determination letter received from the IRS, if any; (vii) the most recent actuarial valuation; and (viii) all material communications with any Governmental Authority for the past three (3) years; and (ix) Forms 1094-C and 1095-C for the three (3) previous years. (d) With respect to each Company Benefit Plan, except as would not result in material liability for the loss Company, no breach of fiduciary duty has occurred. No Legal Proceeding is pending, or to any Rubicon Company’s knowledge, threatened (other than routine claims for benefits arising in the ordinary course of administration). No prohibited transaction, as defined in Section 406 of ERISA or Section 4975 of the qualification Code, has occurred, excluding transactions effected pursuant to a statutory or administration exemption. All contributions and premiums due through the Closing Date have been timely made as required under the terms of the Company Benefit Plans or applicable law or have been fully accrued on the Financial Statements. (e) None of the Rubicon Companies nor their ERISA Affiliates is a participant in, contributes to, has any obligation to contribute to, and each such plan entity has not, in the past six (6) years, had an obligation to contribute to, or has any liability or obligation (including any liability on account of an ERISA Affiliate) under or with respect to a “defined benefit plan” (as defined in Section 401(a414(j) of the Code), a “multiemployer plan” (as defined in Section 3(37) of ERISA) or a “multiple employer plan” (as described in Section 413(c) of the Code) or is otherwise subject to Title IV of ERISA or Section 412 of the Code, and no Rubicon Company has incurred any Liability or otherwise could have any Liability, contingent or otherwise, under Title IV of ERISA and no condition presently exists that is reasonably expected to cause such Liability to be incurred. No Rubicon Company currently maintains or has in the past three (3) years maintained, or is required currently or has ever been required to contribute to or otherwise participate in, a multiple employer welfare arrangement or voluntary employees’ beneficiary association as defined in Section 501(c)(9) of the Code. (bf) Except as would set forth on ‎Section 5.13(f) of the Company Disclosure Letter, no arrangement exists pursuant to which a Rubicon Company will be required to “gross up” or otherwise compensate any person because of the imposition of any excise tax or other tax on a payment to such person. (g) Each Rubicon Company and each of their ERISA Affiliates has complied in all material respects with the provisions of Section 601 et seq. of ERISA and Section 4980B of the Code. The Rubicon Companies (i) have offered their full-time employees minimum essential coverage that is affordable and provides minimum value to the extent required to avoid a penalty under Code Section 4980H; and (ii) have satisfied the requirements of Code Sections 6055 and 6056, to the extent applicable. (h) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements will not: (i) entitle any individual to severance pay, individually unemployment compensation or other benefits or compensation; (ii) accelerate the time of payment or vesting, or increase the amount of any compensation due, or in respect of, any individual; or (iii) result in or satisfy a condition to the aggregatepayment of compensation that would, have a Material Adverse Effectin combination with any other payment, with respect result in an “excess parachute payment” within the meaning of Section 280G of the Code; or (iv) restrict the right to each amend or terminate any Company Benefit Plan. (i) Each Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (A) no Company Benefit Plan has failed to satisfy the minimum funding standard (a “nonqualified deferred compensation plan” within the meaning of Sections 412 and 430 Section 409A(d)(1) of the Code has been operated in all material respects in good faith compliance with Section 409A of the Code since January 1, 2018 or its inception (whichever is later), and all applicable regulations and notices issued thereunder. No Company Benefit Plan provides for the gross-up of any Taxes imposed by Section 302 4999 or 409A of ERISAthe Code. (j) applicable There are no pending, or to the Rubicon Company’s knowledge, threatened actions, suits or claims by or on behalf of any Company Benefit Plan, by any employee or beneficiary covered under any such Company Benefit Plan, whether as applicable, or not waived and no application for a waiver of the minimum funding standard with respect to otherwise involving any such Company Benefit Plan has been submitted; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than routine claims for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Codebenefits). (ck) Except as would not, individually or in to the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily for the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions extent required by Law or by the terms Section 4980B of the Foreign Plan have been madeCode or similar state Law, and all liabilities no Rubicon Company provides health or welfare benefits to any former or retired employee or service provider or is obligated to provide such benefits to any active employee following such employee’s retirement or other termination of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, employment or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authoritiesservice.

Company Benefit Plans. (a) Except as would not‎Section 4.14(a) of the Company Disclosure Letter is a true and complete list of each material employee benefit plan of a Mobile Company (each, individually a “Company Benefit Plan”). No Mobile Company is or has in the aggregatepast six (6) years been a member of a “controlled group” for purposes of Section 414(b), have a Material Adverse Effect(c), each (m) or (o) of the Code with any entity other than the Mobile Companies themselves. (b) Each Company Benefit Plan is and during the past six (6) years has been operated in material compliance in design and operation with all applicable Laws in all material respects with all applicable provisions of respects, including ERISA and the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and each . Each Company Benefit Plan that which is intended to be qualified under “qualified” within the meaning of Section 401(a) of the Code (i) has been determined by the IRS to be so qualified (or is based on a IRS approved plan which has received a favorable determination letter opinion letter) during the period from its adoption to the Internal Revenue Service with respect to its qualified status under Section 401(adate of this Agreement and (ii) of the Code and its related trust’s trust has been determined to be exempt status from taxation under Section 501(a) of the Code and or uses a form of trust agreement that is compatible with the plan’s IRS preapproved plan documents. To the Company’s knowledge, no fact exists which could adversely affect the qualified status of such Company Benefit Plans or the exempt status of such trusts. (c) With respect to each Company Benefit Plan which covers any current or former officer, director, consultant or employee (or beneficiary thereof) of a Mobile Company, the Company is has provided to Acquiror accurate and complete copies, if applicable, of: (i) all executed plan documents and related trust agreements or annuity Contracts (including any amendments, modifications or supplements thereto); (ii) all summary plan descriptions and material modifications thereto; (iii) the three (3) most recent Forms 5500, if applicable, including all schedules thereto; (iv) the most recent annual and periodic accounting of plan assets; (v) the three (3) most recent nondiscrimination testing reports; (vi) the most recent determination letter received from the IRS, if any; (vii) the most recent actuarial valuation; and (viii) all material communications with any Governmental Authority since January 1, 2019. (d) With respect to each Company Benefit Plan, except as would not aware of any circumstances likely to result in material liability for the loss Company: (i) no breach of fiduciary duty has occurred; (ii) no Legal Proceeding is pending, or to the Company’s knowledge, threatened (other than routine claims for benefits arising in the ordinary course of administration); (iii) no prohibited transaction, as defined in Section 406 of ERISA or Section 4975 of the qualification Code, has occurred, excluding transactions effected pursuant to a statutory or administration exemption; and (iv) all contributions and premiums due through the Closing Date have been made in all material respects as required under ERISA or have been fully accrued in all material respects on the Company financial statements. (e) Except as set forth in Section 4.14(e) of the Company Disclosure Letter, no Company Benefit Plan is a “defined benefit plan” (as defined in Section 414(j) of the Code), a “multiemployer plan” (as defined in Section 3(37) of ERISA) or a “multiple employer plan” (as described in Section 413(c) of the Code) or is otherwise subject to Title IV of ERISA or Section 412 of the Code, and no Mobile Company has incurred any Liability or otherwise could have any Liability, contingent or otherwise, under Title IV of ERISA and no condition presently exists that is reasonably expected to cause such plan under Liability to be incurred. No Mobile Company currently maintains or has in the past three (3) years maintained, or is required currently or has ever been required to contribute to or otherwise participate in, a multiple employer welfare arrangement or voluntary employees’ beneficiary association as defined in Section 401(a501(c)(9) of the Code. (bf) No arrangement exists pursuant to which a Mobile Company will be required to “gross up” or otherwise compensate any person because of the imposition of any excise tax on a payment to such person. (g) Each Mobile Company has during the past six (6) years complied in all material respects with the provisions of Section 601 et seq. of ERISA and Section 4980B of the Code (“COBRA”). (h) Except as would set forth in Section 4.14(h) of the Company Disclosure Letter, the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements will not: (i) entitle any individual to severance pay, individually unemployment compensation or other benefits or compensation; (ii) accelerate the time of payment or vesting, or increase the amount of any compensation due, or in respect of, any individual; or (iii) result in or satisfy a condition to the aggregatepayment of compensation that would, have a Material Adverse Effectin combination with any other payment, with respect to each Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (A) no Company Benefit Plan has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Company Benefit Plan has been submitted; (B) no reportable event result in an “excess parachute payment” within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) 280G of the Code). (ci) Except as would not, individually or in to the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily for the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions extent required by Law COBRA or by the terms similar state Law, no Mobile Company provides health or welfare benefits to any former or retired employee or is obligated to provide such benefits to any active employee following such employee’s retirement or other termination of the Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, employment or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authoritiesservice.

Company Benefit Plans. (a) Except as would notSeller's Disclosure Schedule sets forth a true, individually or in the aggregate, have a Material Adverse Effect, correct and complete list of all Company Benefit Plans. The Company has made available to Buyer complete and accurate copies of (i) each Company Benefit Plan is (or, in the case of any unwritten Company Benefit Plan, a brief description thereof), (ii) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to any Company Benefit Plan (if any such report was required) and (iii) each trust agreement and group annuity contract relating to any Company Benefit Plan. (b) There has been no prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code (for which a statutory, regulatory, individual or class exemption does not exist), with respect to any of the Company Benefit Plans; and each Company Benefit Plan has been administered in material compliance in design with its terms and operation in all material respects with all the applicable provisions of ERISA and all other applicable Laws. Neither the U.S. Internal Revenue Company nor any entity that is treated with the Company as a single employer under Section 414 of the Code of 1986, as amended (the “Code”"Company ERISA Affiliate") and each maintains or contributes to any Company Benefit Plan that is subject to the provisions of Title IV of ERISA. Neither the Company nor any Company ERISA Affiliate has any unsatisfied material liability under the Code, ERISA or any other law in respect of any Company Benefit Plan (except for liabilities to pay contributions and/or benefits in the normal course of plan operation). Each Company Benefit Plan that is an employee pension plan that is intended to be qualified under Section 401(a) of the Code has received is subject to a favorable determination letter from the Internal Revenue Service with respect stating it is so qualified and the Seller has no Knowledge of facts that would be reasonably likely to its qualified status under Section 401(a) cause revocation of such letter. There are no material pending or, to the Knowledge of the Code and its related trust’s exempt status Seller, threatened claims, suits or arbitrations involving any Company Benefit Plan except any routine claim for benefits under Section 501(a) of the Code and the a Company is not aware of any circumstances likely to result in the loss of the qualification of any such plan under Section 401(a) of the CodeBenefit Plan. (bc) Except No manager, officer or employee of the Company and the Subsidiaries will be entitled to any additional economic benefit (including, without limitation, the acceleration of the time of payment or vesting of any economic benefit) as would nota result of the consummation of the transactions contemplated by this Agreement. (d) None of the Company and the Subsidiaries is a party to any Contract that, individually or in the aggregate, have a Material Adverse Effector when taken together with any payment that may be made under this Agreement or any agreements contemplated by this Agreement, with respect could give rise to each Company Benefit Plan that is subject to Title IV or Section 302 the payment of ERISA or Section 412 or 4971 of the Code: (A) no Company Benefit Plan has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Company Benefit Plan has been submitted; (B) no reportable event "excess parachute payment" within the meaning of Section 4043(c280G of the Code. (e) of Neither the Company nor any Company ERISA for which the 30-day notice requirement Affiliate has not been waived has occurred incurred (other than in connection with the Bankruptcy Cases); (Ci) no any liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected ERISA, (ii) any liability under Section 412 of the Code, (iii) any material liability as a result of the failure to be incurred by the Company or any entity that is required to be aggregated comply with the Company pursuant to Section 414 requirements of the Code COBRA; or (an “ERISA Affiliate”); (Div) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds material liability under Section 4042 Title I of ERISA for failure to comply with the termination of, requirements of law or breach of fiduciary duty. (f) The Company and the appointment Subsidiaries has paid in full all amounts that are required under the terms of a trustee to administer, any such plan; and (E) no each Company Benefit Plan is, or is expected funding arrangement to be, in “at-risk” status (have been paid as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code). (c) Except as would not, individually or in date of this Agreement. The Company and the aggregate, Subsidiaries have a Material Adverse Effect, accrued all liabilities with respect to each employee or former employee in each Company Benefit Plan maintained primarily for in accordance with GAAP. (g) The Company and the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (Subsidiaries and each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law or by the terms of the Foreign Benefit Plan have been made, and all liabilities of properly classified individuals providing services to the Company and its Significant the Subsidiaries have been satisfiedas independent contractors, orleased employees or employees, in each as the case accrued, by the may be. (h) No Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with Benefit Plan provides benefits to any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authoritiesnon-U.S. employees.

Company Benefit Plans. (a) Except Neither the Company nor any of its Subsidiaries (i) has withdrawn at any time within the preceding six years from any multiemployer plan, or incurred any withdrawal liability which remains unsatisfied, and no events have occurred and no circumstances exist that could reasonably be expected to result in a Company Material Adverse Effect or (ii) has any actual or potential liability with respect to a “defined benefit plan” as would notdefined in Section 3(35) of ERISA, individually or a pension plan subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code, except to the extent such liability could not reasonably be expected to result in the aggregate, have a Company Material Adverse Effect, each Company Benefit Plan is in compliance in design and operation in all material respects with all applicable provisions of ERISA and the U.S. Internal Revenue Code of 1986, as amended . (the “Code”b) and With respect to each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service with respect to its qualified status under Section 401(a) of the Code and its related trust’s exempt status under Section 501(a) of the Code and the Company is not aware of any circumstances likely to result in the loss of the qualification of any such plan qualify under Section 401(a) of the Code. , such plan, and its related trust, has received a determination letter (b) Except as would not, individually or opinion letters in the aggregatecase of any prototype plans) from the IRS that it is so qualified and that its trust is exempt from tax under Section 501(a) of the Code, have a Material Adverse Effect, and to the Knowledge of the Company nothing has occurred with respect to each Company Benefit Plan that is subject to Title IV or Section 302 the operation of ERISA or Section 412 or 4971 of the Code: (A) no Company Benefit Plan has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Company Benefit Plan has been submitted; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination cause the loss of such qualification or exemption or the imposition of any material liability, penalty or tax under ERISA or the Code, except to the extent such planliability, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination ofpenalty, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is tax could not reasonably be expected to be, result in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code)a Company Material Adverse Effect. (c) Except as would notThere are no pending or, to the Knowledge of the Company, threatened actions, claims or lawsuits against or relating to the Company Benefit Plans (other than routine benefits claims) that could reasonably be expected to result (whether individually or in the aggregate, have ) in a Company Material Adverse Effect, with respect to each . (d) Each Company Benefit Plan maintained primarily for has been established, administered and funded in compliance with its terms and the benefit applicable provisions of current ERISA, the Code and other applicable Laws, except where non-compliance could not reasonably be expected to result (whether individually or former employees, officers or directors employed, or otherwise engaged, outside in the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by aggregate) in material liability to the Company or any of its Significant Subsidiaries Subsidiaries. (“Excluded Non-US Plans”): e) Except as could not reasonably be expected to result (Awhether individually or in the aggregate) in a Company Material Adverse Effect, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in combination with any other event) (1i) all employer and result in any material payment becoming due, or any material increase in the amount of any compensation or benefits due, to any current or former employee contributions required by Law or by the terms of the Foreign Plan have been made, and all liabilities of the Company and or any of its Significant Subsidiaries Subsidiaries; (ii) materially increase any benefits otherwise payable under any Company Benefit Plan; or (iii) result in the acceleration of the time of any material payment or vesting of any such compensation or benefits. (f) Except as could not reasonably be expected to result (whether individually or in the aggregate) in a Company Material Adverse Effect, all Company Benefit Plans subject to the laws of any jurisdiction outside of the United States (i) have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are maintained in compliance with all requirements of applicable Law and the terms of such Foreign Planrequirements; (Bii) as of the Effective Dateif they are intended to qualify for special tax treatment, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to meet all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account requirements for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principlestreatment; and (Ciii) the Foreign Plan has been registered if they are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as required and has been maintained in good standing with applicable regulatory authoritiesappropriate, based upon reasonable actuarial assumptions.

Company Benefit Plans. (a) Except The Buyer (i) shall not be responsible for any existing or future liability under any plan, program, or arrangement maintained by the Company or Parent, other than the Cepillos Benefit Plans (as would nothereinafter defined), individually or in under which the aggregateCompany or Parent has or may have any obligation to contribute, have a Material Adverse Effectwith respect to any Cosmetics Employee, whether such plan, program or arrangement is formal or informal, written or unwritten, and whether or not such plan, program, or arrangement is an "employee benefit plan" subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (collectively, "COMPANY BENEFIT PLANS") and (ii) shall not be obligated to administer or maintain any Company Benefit Plan. (b) The Company has provided to the Buyer true and complete copies of: (i) each Company Benefit Plan that is in compliance in design and operation in all material respects with all applicable provisions an "employee welfare benefit plan" under Section 3(1) of ERISA and the U.S. Internal Revenue Code of 1986, as amended ERISA; (the “Code”ii) and each Company Benefit Plan that is intended to be tax-qualified under Section 401(a), 401(f), or 403(a) of the Code has received a favorable and is an "employee pension benefit plan" under Section 3(2) of ERISA; (iii) the most recent annual report, including Form 5500, required for each Company Benefit Plan described under (i) and (ii); and (iv) the most recent determination letter received from the Internal Revenue Service ("SERVICE") with respect to its qualified status a Company Benefit Plan described under Section 401(a) of (ii), or the Code and its related trust’s exempt status under Section 501(a) of application therefor, if such letter has not been issued by the Code and the Company is not aware of any circumstances likely to result in the loss of the qualification of any such plan under Section 401(a) of the CodeService. (bc) Except as would not, individually or in the aggregate, have a Material Adverse Effectset forth on SCHEDULE 2.18, with respect to each Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the CodePlan: (Ai) such plan has been administered and enforced in accordance with its terms and all applicable laws in all material respects; (ii) no breach of fiduciary duty has occurred with respect to which any Company Benefit Plan has failed to satisfy the minimum funding standard may be liable or otherwise damaged in any material respect; (iii) no material disputes are pending or threatened; and (iv) no "prohibited transaction" (within the meaning of Sections 412 and 430 either Section 4975(c) of the Code or Section 302 406 of ERISA) applicable has occurred with respect to which any Company Benefit Plan may be liable or otherwise damaged in any material respect. (d) Each Company Benefit Plan that is intended to satisfy any provision of the Code in order to receive tax-favored treatment does satisfy and has at all prior times satisfied such provision, in all material respects. Each Company Benefit Plan that is intended to be "qualified" within the meaning of Section 401(a), 401(f), or 403(a) of the Code is, and has at all times been, so qualified and is the subject of a determination letter from the Service to the effect that such Company Benefit Plan and the trust or trusts thereunder (if any) are qualified and exempt from federal income taxes under Sections 401(a), 401(f), 403(a), and 501(a), whichever is respectively applicable, of the Code; PROVIDED that if such determination letter has not yet been issued by the Service, the Company shall provide a copy of such letter to the Buyer when a favorable letter is issued by the Service or shall notify the Buyer that such Company Benefit Plan is not qualified under Section 401(a), 401(f), or 403(a) of the Code, if the Service does not issue a favorable letter with respect to such Company Benefit Plan. (e) The Buyer shall not be responsible for any existing agreement between the Company and any Cosmetics Employee, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Company Benefit Plan has been submitted; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); Cepillos Employees (Cas hereinafter defined) no liability and severance benefits as provided herein, including an agreement (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (Di) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry benefits of which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination ofare contingent, or the appointment terms of which are materially altered, upon the occurrence of a trustee to administer, transaction involving the Buyer in the nature of any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code). transactions contemplated by this Agreement, (cii) Except as would not, individually providing any term of employment or in compensation guarantee or (iii) providing severance benefits or other benefits after the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily for the benefit termination of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any employment of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and such employee contributions required by Law or by the terms regardless of the Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account reason for such obligations as termination of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authoritiesemployment.

Company Benefit Plans. (a) Except as would notSchedule 4.13(a) sets forth a list of each material Benefit Plan. None of the Benefit Plans are maintained, individually contributed to or required to be contributed to outside the United States or otherwise covers any employee or other individual service provider of any Company Entity who resides or works outside of the United States on behalf of any Company Entity. (b) As applicable with respect to the material Benefit Plans, the Company has made available to Acquiror, true and complete copies of (i) each Benefit Plan, including all amendments thereto (and in the aggregatecase of an unwritten Benefit Plan, have a Material Adverse Effectwritten description thereof), (ii) the current summary plan description and each summary of material modifications thereto, (iii) the most recent Internal Revenue Service determination or opinion letter, (iv) the most recently filed annual reports (Form 5500) and all schedules thereto, (v) the most recent summary annual reports, financial statements and trustee reports, (vi) all related trust agreements, insurance contracts or other funding vehicles and (vii) all communications between the Company Benefit Plan Entities or any ERISA Affiliate on the one hand, and any Governmental Authority on the other hand, during the last three (3) years concerning IRS or DOL audits or investigations by any Governmental Authority. (c) Each Company Entity is in compliance in design and operation in all material respects with the provisions of ERISA, the Code and other Laws applicable to the Benefit Plans. Each Benefit Plan has been maintained, operated and administered in compliance in all material respects with its terms and all applicable provisions of Laws, including ERISA and the U.S. Internal Revenue Code Code. Each Benefit Plan, which is an “employee pension benefit plan” within the meaning of 1986Section 3(2) of ERISA, as amended (and which is intended to meet the “qualification requirements of Section 401(a) of the Code”) , and each Company trust that is related to a Benefit Plan that is and intended to be tax exempt under Section 501(a) of the Code, has been determined by the IRS to be qualified under Section 401(a) of the Code has received a favorable determination letter or exempt from the Internal Revenue Service with respect to its qualified status under Section 401(a) of the Code and its related trust’s exempt status taxation under Section 501(a) of the Code and Code, as applicable, and, to the Company is not aware of any circumstances likely to result in the loss Knowledge of the Company, nothing has occurred that would adversely affect any such qualification or tax exemption of any such plan Benefit Plan or related trust. (d) No Company Entity has incurred (whether or not assessed) or is subject to any payment, Tax penalty or other liability under the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act, including under Section 401(a) 4980H of the Code or with respect to the reporting requirements under Section 6055 or Section 6056 of the Code. (be) Except as would notset forth in Schedule 4.13(e), individually all payments under the Benefit Plans that have become due have been made, in all material respects, on a timely basis. (f) No Company Entity nor to the Knowledge of the Company, any fiduciary, trustee or administrator of any Benefit Plan, has engaged in or, in connection with the aggregateTransactions, have a Material Adverse Effectwill engage in, any transaction with respect to each Company any Benefit Plan that is which would subject any such Benefit Plan, any Company Entity, Merger Sub, the Surviving Entity or Acquiror or any of its Affiliates to Title IV any material tax, penalty or liability for a “prohibited transaction” under Section 302 406 of ERISA or Section 412 or 4971 4975 of the Code: . (Ag) no None of the Company Benefit Plan has failed Entities nor any of their respective ERISA Affiliates have maintained, sponsored, participated in, or contributed to satisfy the minimum funding standard (within the meaning of Sections or been obligated to maintain, sponsor, participate in, or contribute to), (i) a plan which is subject to Section 412 and 430 of the Code or Section 302 of ERISA) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Company Benefit Plan has been submitted; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred (other than in connection with the Bankruptcy Cases); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to ERISA, (ii) a multiple employer plan as described in Section 414 413(c) of the Code (an “ERISA Affiliate”); (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination ofCode, or the appointment of (iii) a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-riskmultiple employer welfare arrangement” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code3(40). (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Company Benefit Plan maintained primarily for the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law or by the terms of the Foreign Plan have been made, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, or, in each case accrued, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authorities.

Company Benefit Plans. (a) Except Section 3.17(a) of the Company Disclosure Letter lists each material Company Benefit Plan (excluding any Company Benefit Plan solely providing benefits required by applicable Law). For each Company Benefit Plan set forth in Section 3.17(a) of the Company Disclosure Letter, the Company has made available to Buyer a copy of such plan (or a description of the material terms thereof) and all amendments thereto and, as applicable: (i) for each such Company Benefit Plan that is an “employee benefit plan” within the meaning of Section 3(3) of ERISA, the most recently prepared actuarial reports and financial statements and (ii) all material correspondence relating thereto received from or provided to the IRS, the Department of Labor or the PBGC during the past three years. (b) No Title IV Plan is in “at-risk status” (within the meaning of Section 303(i)(4) of ERISA), and no condition exists that could constitute grounds for termination of any Title IV Plan by the PBGC, except, in each case, as would not, individually or in the aggregate, not reasonably be likely to have a Material Adverse Effect. None of the following events has occurred in connection with any Title IV Plan: (i) a “reportable event,” within the meaning of Section 4043 of ERISA, other than any such event for which the 30-day notice period has been waived by the PBGC, or (ii) any event described in Section 4062 or 4063 of ERISA, except, in each case, as would not reasonably be likely to have a Material Adverse Effect. None of the assets of the Company and its Subsidiaries are now subject to any lien imposed under Section 303(k) of ERISA or Section 430(k) of the Code by reason of a failure of the Company or any of its ERISA Affiliates (or any predecessor of any such entity) to make timely installments or other payments required under Section 412 of the Code, except as would not reasonably be likely to have a Material Adverse Effect. (c) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) has (i) engaged in any transaction described in Section 4069 or 4212(c) of ERISA or (ii) incurred, or reasonably expects to incur, any liability under (x) Title IV of ERISA arising in connection with the termination of any plan covered or previously covered by Title IV of ERISA or (y) Section 4971 of the Code, except, in each case, as would not reasonably be likely to have a Material Adverse Effect. (d) With respect to any Company Benefit Plan is in compliance in design and operation in all material respects with all applicable provisions covered by Subtitle B, Part 4 of Title I of ERISA and or Section 4975 of the U.S. Internal Revenue Code Code, no non-exempt prohibited transaction has occurred that has caused or would reasonably be expected to cause the Company or any of 1986its Subsidiaries to incur any liability under ERISA or the Code, except as amended would not reasonably be likely to have a Material Adverse Effect. (e) Neither the “Code”Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) and each sponsors, maintains, administers or contributes to (or has any obligation to contribute to) a Multiemployer Plan. With respect to any Multiemployer Plan contributed to by the Company or any of its ERISA Affiliates in the past six years, neither the Company nor any ERISA Affiliate has incurred material withdrawal liability under Title IV of ERISA which remains unsatisfied. (f) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service IRS or has applied to the IRS for such a letter within the applicable remedial amendment period or such period has not expired and, to the Company’s Knowledge, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being issued or reissued or a penalty under the IRS Closing Agreement Program if discovered during an IRS audit or investigation. (g) (i) Each Company Benefit Plan has been maintained in compliance with respect to its qualified status under Section 401(a) of terms and all applicable Law, including ERISA and the Code and its related trust’s exempt status under Section 501(a(ii) no action, suit, investigation, audit, proceeding or claim (other than routine claims for benefits) is pending against or involves or is threatened against or threatened to involve, any Company Benefit Plan before any arbitrator or any Governmental Entity, including the IRS, the Department of Labor or the Code and the Company is PBGC, except, in each case, as would not aware of any circumstances reasonably be likely to result in the loss of the qualification of any such plan under Section 401(a) of the Code. (b) Except as would not, individually or in the aggregate, have a Material Adverse Effect. (h) Neither the Company nor any of its Subsidiaries has any current or projected liability for, with respect to each Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (A) and no Company Benefit Plan has failed to satisfy the minimum funding standard provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (within the meaning of Sections 412 and 430 of the Code whether insured or Section 302 of ERISAself-insured) applicable to such Company Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Company Benefit Plan has been submitted; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred current or former Service Provider (other than in connection with the Bankruptcy Casescoverage mandated by applicable Law, including COBRA); (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any entity that is required to be aggregated with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”); (D) the PBGC has , except as would not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected likely to lead to termination of any such plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (E) no Company Benefit Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code). (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect. (i) All contributions, with respect to premiums and payments that are due have been made for each Company Benefit Plan maintained primarily within the time periods prescribed by the terms of such plan and applicable Law, and all contributions, premiums and payments for any period ending on or before the benefit Closing Date that are not due are properly accrued to the extent required to be accrued under applicable accounting principles, except as would not reasonably be likely to have a Material Adverse Effect. (j) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby (either alone or together with any other event) will (i) entitle any current or former employeesService Provider to any payment or benefit, officers including any bonus, retention, severance, retirement or directors employedjob security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or otherwise engagedincrease the amount payable or trigger any other obligation under, outside any Company Benefit Plan or (iii) limit or restrict the United States (each a “Foreign Plan”), excluding any Foreign Plans that are statutorily required, government sponsored or not otherwise sponsored, maintained or controlled by right of the Company or any of its Significant Subsidiaries (“Excluded Non-US Plans”): (A) (1) all employer and employee contributions required by Law or, after the Closing, Buyer, to merge, amend or by the terms of the Foreign Plan have been madeterminate any Company Benefit Plan, and all liabilities of the Company and its Significant Subsidiaries have been satisfied, orexcept, in each case accruedcase, by the Company and its Significant Subsidiaries in accordance with generally accepted accounting principles, and (2) the Company and its Significant Subsidiaries are in compliance with all requirements of applicable Law and the terms of such Foreign Plan; (B) as of the Effective Date, the fair market value of the assets of each funded Foreign Plan, or the book reserve established for each Foreign Plan, together with any accrued contributions, is sufficient would not reasonably be likely to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan determined on an ongoing basis (rather than on have a plan termination basis) according to the actuarial assumptions and valuations used to account for such obligations as of the Effective Date in accordance with applicable generally accepted accounting principles; and (C) the Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authoritiesMaterial Adverse Effect.