Common use of Company Employee Plan Compliance Clause in Contracts

Company Employee Plan Compliance. Company has performed all obligations required to be performed by it under, is not in default or violation of, and Company has no knowledge of any default or violation by any other party to, any Company Employee Plan, and each Company Employee Plan has been established and maintained in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules, and regulations, including ERISA or the Code. Each Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either (i) applied for, prior to the expiration of the requisite remedial amendment period under applicable Treasury Regulations or IRS pronouncements, but has not yet received a response; (ii) obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, on which the employer is entitled to rely, as to its qualified status from the IRS since January 1, 2000; or (iii) still has a remaining period of time to apply for such a determination letter from the IRS and to make any amendments necessary to obtain a favorable determination and nothing has occurred since the date of the most recent determination that could reasonably be expected to cause any such Company Employee Plan or trust to fail to qualify under Section 401(a) or 501(a) of the Code. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending or, to the knowledge of Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Closing Date in accordance with its terms, without liability to Buyer, Company or any ERISA Affiliate (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or to the knowledge of Company or any ERISA Affiliates, threatened by the IRS, Department of Labor, or any other governmental entity with respect to any Company Employee Plan. Neither Company nor any ERISA Affiliate is subject to any penalty or Taxes with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. Company has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan.

Company Employee Plan Compliance. The Company has performed in -------------------------------- all material respects all obligations required to be performed by it under, is not in material default or violation of, and Company has no knowledge of any material default or violation by any other party to, any to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules, rules and regulations, including but not limited to ERISA or the Code. Each Company Employee Plan intended to be qualified qualify under Section 401(a) of the Code and each related trust intended to qualify under Section 501(a) of the Code has either (i) applied for, prior to the expiration of the requisite remedial amendment period under applicable Treasury Regulations or IRS pronouncements, but has not yet received a response; (ii) obtained a favorable determination, notificationopinion, notification or advisory and/or opinion letter, as applicable, on which letter from the employer is entitled IRS with respect to rely, each such Company Employee Plan as to its qualified status from under the IRS since January 1Code, 2000; including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or (iii) still has remaining a remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter from the IRS and to make any amendments necessary to obtain a favorable determination and nothing has occurred since as to the date qualified status of the most recent determination that could reasonably be expected to cause any each such Company Employee Plan or trust to fail to qualify under Section 401(a) or 501(a) of the CodePlan. No “"prohibited transaction,” " within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan. All contributions required to be made by the Company or Company Affiliate, to any Company Employee Plan have either been made on or before their due dates or a reasonable amount has been paid or accrued, in accordance with the Company's ordinary business procedures for the current plan years; provided, however, that any contributions made to a Company Employee Plan intended to be qualified under Code Section 401(k), have been timely made in accordance with DOL regulation Section 2510.3-102. There are no actions, suits or claims pending or, to the knowledge of the Company, claims pending or threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan (other than any stock option plan) can be amended, terminated, terminated or otherwise discontinued after the Closing Date in accordance with its termsEffective Time, without material liability to BuyerParent, the Company or any ERISA Affiliate of the Company Affiliates (other than benefits accrued to date and ordinary administration expenses). There are no audits, inquiries or proceedings pending or or, to the knowledge of Company or any ERISA Affiliatesthe Company, threatened by the IRS, Department of Labor, IRS or any other governmental entity DOL with respect to any Company Employee Plan. Neither the Company nor any ERISA Company Affiliate is subject to any penalty or Taxes tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. Company has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan.

Company Employee Plan Compliance. The Company has and its Company ERISA Affiliates have performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and Company has no knowledge of any default or violation by any other party to, any them under each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules, rules and regulations, including but not limited to ERISA or the Code. Each Any Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either (i) has either applied for, prior to the expiration of the requisite remedial amendment period under applicable Treasury Regulations or IRS pronouncements, but has not yet received a response; (ii) or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, on which the employer is entitled to rely, as to its qualified status from the IRS since January 1, 2000; or (iii) still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such a determination letter from the IRS and to make any amendments necessary to obtain a favorable determination determination, and nothing (ii) incorporates or has occurred since been amended to incorporate all provisions required to comply with the date Tax Reform Act of 1986 and subsequent legislation. To the Knowledge of the most recent determination that could reasonably be expected to cause any such Company, for each Company Employee Plan or trust that is intended to fail to qualify be qualified under Section 401(a) or 501(a) of the CodeCode there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending pending, or, to the knowledge Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan can be amended, terminated, terminated or otherwise discontinued after the Closing Date Effective Time of the Company Merger in accordance with its terms, without material liability to BuyerParent, Company or any of its Company ERISA Affiliate Affiliates (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or or, to the knowledge Knowledge of the Company or any Company ERISA Affiliates, threatened by the IRS, the U.S. Department of LaborLabor (“DOL”), or any other governmental entity Governmental Entity with respect to any Company Employee Plan. Neither the Company nor any Company ERISA Affiliate is subject to any penalty or Taxes tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company has and each Company ERISA Affiliate have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan, except as would not result in material liability to the Company or its Subsidiaries.

Company Employee Plan Compliance. Except as set forth in Section 3.14(c) of the Disclosure Schedule, the Company has performed in all material respects all obligations required to be performed by it under, is not in material default or violation of, and the Company has no does not have knowledge of any material default or violation by any other party to, any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable lawsLaws, statutes, orders, rules, rules and regulations, including ERISA or the Internal Revenue Code. Each Any Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Internal Revenue Code has either (i) applied for, prior to the expiration of the requisite remedial amendment period under applicable Treasury Regulations treasury regulations or IRS pronouncements, but or has not yet received a response; (ii) obtained a favorable determination, notification, advisory and/or determination letter (or opinion letter, as if applicable, on which the employer is entitled to rely, ) as to its qualified status from under the IRS since January 1, 2000; or (iii) still has a remaining period of time to apply for such a determination letter from the IRS and to make any amendments necessary to obtain a favorable determination and nothing has occurred since the date of the most recent determination that could reasonably be expected to cause any such Company Employee Plan or trust to fail to qualify under Section 401(a) or 501(a) of the Internal Revenue Code. No “prohibited transaction,” within the meaning of Section 4975 of the Internal Revenue Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee PlanPlan that could give rise to any material liability of the Company. Each Company Employee Plan can be amended, terminated, terminated or otherwise discontinued after the Closing Date Effective Time in accordance with its terms, without liability to BuyerParent, the Company or any ERISA Affiliate (other than ordinary administration expenses). There Except as set forth in Section 3.14(c) of the Disclosure Schedule, there are no audits, inquiries or proceedings pending or or, to the knowledge of the Company or any ERISA Affiliates, threatened by the IRSInternal Revenue Service, Department of LaborDOL, or any other governmental entity Governmental Entity with respect to any Company Employee Plan. Neither the Company nor any ERISA Affiliate is subject to any penalty or Taxes Tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Internal Revenue Code. The Company has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan.

Company Employee Plan Compliance. The Company has performed in all material respects all obligations required to be performed by it under, is not in material default or violation of, and Company has no knowledge of any material default or violation by any other party to, any to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules, rules and regulations, including but not limited to ERISA or the Code. Each Company Employee Plan intended to be qualified qualify under Section 401(a) of the Code and each related trust intended to qualify under Section 501(a) of the Code has either (i) applied for, prior to the expiration of the requisite remedial amendment period under applicable Treasury Regulations or IRS pronouncements, but has not yet received a response; (ii) obtained a favorable determination, notificationopinion, notification or advisory and/or opinion letter, as applicable, on which letter from the employer is entitled IRS with respect to rely, each such Company Employee Plan as to its qualified status from under the IRS since January 1Code, 2000; including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or (iii) still has remaining a remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter from the IRS and to make any amendments necessary to obtain a favorable determination and nothing has occurred since as to the date qualified status of the most recent determination that could reasonably be expected to cause any each such Company Employee Plan or trust to fail to qualify under Section 401(a) or 501(a) of the CodePlan. No “"prohibited transaction,” " within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan. All contributions required to be made by the Company or Company Affiliate, to any Company Employee Plan have either been made on or before their due dates or a reasonable amount has been paid or accrued, in accordance with the Company's ordinary business procedures for the current plan years; provided, however, that any contributions made to a Company Employee Plan intended to be qualified under Code Section 401(k), have been timely made in accordance with DOL regulation Section 2510.3-102. There are no actions, suits or claims pending or, to the knowledge of the Company, claims pending or threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan (other than any stock option plan) can be amended, terminated, terminated or otherwise discontinued after the Closing Date in accordance with its termsEffective Time, without material liability to BuyerParent, the Company or any ERISA Affiliate of the Company Affiliates (other than benefits accrued to date and ordinary administration expenses). There are no audits, inquiries or proceedings pending or or, to the knowledge of Company or any ERISA Affiliatesthe Company, threatened by the IRS, Department of Labor, IRS or any other governmental entity DOL with respect to any Company Employee Plan. Neither the Company nor any ERISA Company Affiliate is subject to any penalty or Taxes tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. Company has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan.

Company Employee Plan Compliance. Company has performed all obligations required to be performed by it under, is not in default or violation of, and Company has no knowledge of any default or violation by any other party to, any Other than a Company Employee PlanPlan that is a Multiemployer Plan and except as would not, and individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect: (i) each Company Employee Plan and Company Employee Agreement has been established and maintained in all respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules, and regulationsLaws, including but not limited to ERISA or and the Code. Each Code (to the extent applicable); (ii) each Company Employee Plan intended to be qualified qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either (i) applied for, prior to the expiration of the requisite remedial amendment period under applicable Treasury Regulations or IRS pronouncements, but has not yet received a response; (ii) obtained a favorable determination, notification, advisory and/or determination or opinion letter, as applicable, on which letter from the employer is entitled IRS with respect to rely, each such Company Employee Plan as to its qualified status from under the IRS since January 1Code, 2000; including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or (iii) still has remaining a remaining period of time under applicable United States Treasury Regulations or IRS pronouncements in which to apply for such a determination letter from the IRS and to make any amendments necessary to obtain a favorable determination and nothing has occurred since as to the date qualified status of the most recent determination that could reasonably be expected to cause any each such Company Employee Plan or trust to fail to qualify under Section 401(aPlan; (iii) or 501(a) of the Code. No no “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, for which the Company or any Company Subsidiary would incur material liability has occurred with respect to any Company Employee Plan. There ; (iv) there are no actions, suits or claims pending or, to the knowledge Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or any Company Employment Agreement or against the assets of any Company Employee Plan. Each ; (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated, terminated or otherwise discontinued after the Closing Date in accordance with its termsDate, without liability to Buyer, Merger Sub, the Company or any ERISA Affiliate Company Subsidiary (other than for benefits accrued to date and ordinary administration expenses). There ; (vi) there are no audits, inquiries or proceedings pending or or, to the knowledge Knowledge of the Company or any Company ERISA AffiliatesAffiliate, threatened by the IRS, Department of Labor, IRS or any other governmental entity DOL with respect to any Company Employee Plan. Neither ; (vii) neither the Company nor any ERISA Affiliate is subject to has incurred liability for any penalty tax imposed under section 4971 through 4980E of the Code or Taxes civil liability under section 501(i) or (l) of ERISA; (viii) no tax has been imposed under section 511 of the Code with respect to any Company Employee Plan under Section 502(i(or trust or funding vehicle pursuant thereto); and (ix) of ERISA or Sections 4975 through 4980 of the Code. Company has timely made all contributions and other payments required by and due under the terms of each to Company Employee PlanPlans that were required to be made under such Company Employee Plans have been made on a timely basis.

Company Employee Plan Compliance. Company has performed all obligations required to be performed by it under, is not in default or violation of, and Company has no knowledge of any default or violation by any other party to, any Company Employee Plan, and each Company Employee Plan has been established and maintained in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules, and regulations, including ERISA or the Code. Each Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either (i) applied for, prior to the expiration of the requisite remedial amendment period under applicable Treasury Regulations or IRS pronouncements, but has not yet received a response; (ii) obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, on which the employer is entitled to rely, as to its qualified status from the IRS since January 1, 2000; or (iii) still has a remaining period of time to apply for such a determination letter from the IRS and to make any amendments necessary to obtain a favorable determination and nothing has occurred since the date of the most recent determination that could reasonably be expected to cause any such Company Employee Plan or trust to fail to qualify under Section 401(a) or 501(a) of the Code. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending or, to the knowledge of Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Closing Date in accordance with its terms, without liability to Buyer, Company or any ERISA Affiliate (other than ordinary ​ ​ administration expenses). There are no audits, inquiries or proceedings pending or to the knowledge of Company or any ERISA Affiliates, threatened by the IRS, Department of Labor, or any other governmental entity with respect to any Company Employee Plan. Neither Company nor any ERISA Affiliate is subject to any penalty or Taxes with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. Company has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan.

Company Employee Plan Compliance. (i) The Company has has, to its knowledge, performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and Company has no knowledge of any default or violation by any other party to, any to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules, rules and regulations, including but not limited to ERISA or the Code. Each ; (ii) each Company Employee Plan intended to be qualified qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either (i) applied for, prior to the expiration of the requisite remedial amendment period under applicable Treasury Regulations or IRS pronouncements, but has not yet received a response; (ii) obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, on which determination letter from the employer is entitled IRS with respect to rely, each such Plan as to its qualified status from under the IRS since January 1Code, 2000; including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or (iii) still has remaining a remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter from the IRS and to make any amendments necessary to obtain a favorable determination and nothing has occurred since the date of the most recent determination that could reasonably be expected to cause any such Company Employee Plan or trust to fail to qualify under Section 401(adetermination; (iii) or 501(a) of the Code. No “no "prohibited transaction,” " within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There ; (iv) to the Company's knowledge, there are no actions, suits or claims pending or, to the knowledge of Company, or threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each ; (v) each Company Employee Plan can be amended, terminated, terminated or otherwise discontinued after the Closing Date Effective Time in accordance with its terms, without liability to BuyerParent, the Company or any ERISA Affiliate of its Affiliates (other than ordinary administration expensesexpenses typically incurred in a termination event). There ; (vi) to the Company's knowledge, there are no audits, inquiries or proceedings pending or to the knowledge of Company or any ERISA Affiliates, threatened by the IRS, Department of Labor, IRS or any other governmental entity DOL with respect to any Company Employee Plan. Neither ; and (vii) to the Company?s knowledge, neither the Company nor any ERISA Affiliate is subject to any penalty or Taxes tax with respect to any Company Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code. Company has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan.

Company Employee Plan Compliance. The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and the Company has no knowledge Knowledge of any default or violation by of any other party to, any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules, and regulationsLaw, including ERISA or the Code. Each Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either (i) applied forfor a favorable determination letter, prior to the expiration of the requisite remedial amendment period under applicable Treasury Regulations or IRS pronouncements, but has not yet received a response; (ii) obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, on which the employer is entitled to rely, as to its qualified status from the IRS since January 1, 2000IRS; or (iii) still has a remaining period of time to apply for such a determination letter from the IRS and to make any amendments necessary to obtain a favorable determination determination, and nothing has occurred since the date of the most recent determination that could reasonably be expected to cause any such Company Employee Plan or trust to fail to qualify under Section § 401(a) or 501(a) of the Code. No “"prohibited transaction,” " within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending or, to the knowledge Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee PlanPlan and, to the Knowledge of the Company or any ERISA Affiliates, no fact or circumstance exists that would make such an action, suit or claim likely to occur. Each Company Employee Plan can be amended, terminated, terminated or otherwise discontinued after the Closing Date Effective Time in accordance with its terms, without liability to Buyer, Buyer or the Company or any ERISA Affiliate (other than ordinary administration expenses), other than those Company Employee Plans identified on Section 5.20(a) of Disclosure Schedule that require assent of a participant thereof to effect an amendment or termination. There are no audits, inquiries or proceedings pending or that have been initiated, or to the knowledge Knowledge of the Company or any ERISA Affiliates, threatened by the IRS, United States Department of Labor, or any other governmental entity Governmental Authority with respect to any Company Employee Plan. Neither The Company nor any ERISA Affiliate is not subject to any material fine, assessment, penalty or Taxes other Tax or liability with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the CodeCode or otherwise by operation of law or contract. The Company has timely made in all material respects all contributions and other payments required by and due under the terms of each Company Employee Plan.

Company Employee Plan Compliance. The Company has performed all obligations required to be performed by it under, is are not in default or violation of, and the Company has no knowledge Knowledge of any default or violation by any other party to, any Company Employee Plan, and each Company Employee Plan has been established and maintained in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules, and regulationsApplicable Law, including ERISA or and the Code. Each Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either (i) applied for, prior to the expiration of the requisite remedial amendment period under applicable Treasury Regulations or IRS pronouncements, but has not yet received a response; (ii) obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, on which the employer is entitled to rely, as to its qualified status from the IRS since January 1IRS, 2000; or (iii) still has a remaining period obtained an opinion of time counsel as to apply for such a determination letter from the IRS qualified status of the plan, and to make any amendments necessary the Company’s Knowledge (solely with respect to obtain a favorable determination and the iSolved 401(k) Plan). nothing has occurred since the date of the most recent determination that could would reasonably be expected to cause any such Company Employee Plan or trust to fail to qualify under Section 401(a) or 501(a) of the Code. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has involving the Company, any Affiliate, or employees, officers or shareholders thereof, occurred with respect to the iSolved 401(k) Plan. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, occurred with respect to any Company Employee Plan (other than the iSolved 401(k) Plan). There are no actions, suits or claims pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan that include the Company, any Affiliate or any employees, officers, directors or shareholders thereof as a necessary or likely party, or against the assets of the iSolved 401(k) Plan. There are no actions, suits or claims pending or, to the knowledge Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan (other than the iSolved 401(k) Plan). Each Company Employee Plan Plan, to the extent not addressed in Section 8.2(a)(xviii) and to the extent permissible under Applicable Law, can be amended, terminated, terminated or otherwise discontinued after the Closing Date in accordance with its terms, terms without liability to BuyerPurchaser, Company the Company, or any ERISA Affiliate (other than ordinary administration expenses). There are no audits, inquiries or proceedings involving the Company, any Affiliate, or employees, officers, directors or shareholders thereof, pending or to the knowledge Knowledge of the Company or any ERISA Affiliates, threatened by the IRS, Department DOL, or any other governmental entity with respect to the iSolved 401(k) Plan. There are no audits, inquiries or proceedings pending or to the Knowledge of Laborthe Company or any ERISA Affiliates, threatened by the IRS, DOL, or any other governmental entity with respect to any Company Employee Plan (other than the iSolved 401(k) Plan). Neither the Company nor any ERISA Affiliate is subject to any fine, assessment, penalty or Taxes other Tax or liability with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. Company has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan.4975

Company Employee Plan Compliance. The Company has performed all obligations required to be performed by it them under, is are not in default or violation of, and the Company has no knowledge Knowledge of any default or violation by any other party to, any Company Employee Plan, and each Company Employee Plan has been established and maintained in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules, and regulationsApplicable Law, including ERISA or and the Code. Each Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either (i) applied for, prior to the expiration of the requisite remedial amendment period under applicable Treasury Regulations or IRS pronouncements, but has not yet received a response; (ii) obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, on which the employer is entitled to rely, as to its qualified status from the IRS since January 1IRS, 2000; or (iii) still has a remaining period of time to apply for such a determination letter from the IRS and to make any amendments necessary to obtain a favorable determination and nothing has occurred since the date of the most recent determination that could reasonably be expected to cause any such Company Employee Plan or trust to fail to qualify under Section 401(a) or 501(a) of the Code. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending or, to the knowledge Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan can be amended, terminated, terminated or otherwise discontinued after the Closing Date in accordance with its terms, without liability to Buyer, Company the Company, or any ERISA Affiliate (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or to the knowledge Knowledge of the Company or any ERISA Affiliates, threatened by the IRS, Department of LaborDOL, or any other governmental entity Governmental Entity with respect to any Company Employee Plan. Neither the Company nor any ERISA Affiliate is subject to any fine, assessment, penalty or Taxes other Tax or liability with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the CodeCode or otherwise by operation of law or contract. The Company has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan. No event has occurred that could give rise to loss of the tax-qualified or tax-exempt status of any Company Employee Plan.

Company Employee Plan Compliance. Company has performed all obligations required to be performed by it under, is not in default or violation of, and Company has no knowledge of any default or violation by any other party to, any Company Employee Plan, and each Company Employee Plan has been established and maintained in accordance with its terms and in compliance with all applicable lawsLaws, statutes, orders, rules, rules and regulations, including ERISA or the Code. Each Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either (i) applied for, prior to the expiration of the requisite remedial amendment period under applicable Treasury Regulations or IRS pronouncements, but has not yet received a response; (ii) obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, on which the employer is entitled to rely, as to its qualified status from the IRS since January 1, 2000; or (iii) still has a remaining period of time to apply for such a determination letter from the IRS and to make any amendments necessary to obtain a favorable determination and nothing has occurred since the date of the most recent determination that could reasonably be expected to cause any such Company Employee Plan or trust to fail to qualify under Section 401(a) or 501(a) of the Code. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending or, to the knowledge of Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan can be amended, terminated, terminated or otherwise discontinued after the Closing Date in accordance with its terms, without liability to Buyer, Company or any ERISA Affiliate (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or to the knowledge of Company or any ERISA Affiliates, threatened by the IRS, Department of Labor, or any other governmental entity Governmental Entity with respect to any Company Employee Plan. Neither Company nor any ERISA Affiliate is subject to any penalty or Taxes with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. Company has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan.

Company Employee Plan Compliance. The Company has and its Company ERISA Affiliates have performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and Company has no knowledge of any default or violation by any other party to, any them under each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules, rules and regulations, including but not limited to ERISA or the Code. Each Any Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either (i) has either applied for, prior to the expiration of the requisite remedial amendment period under applicable Treasury Regulations or IRS pronouncements, but has not yet received a response; (ii) or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, on which the employer is entitled to rely, as to its qualified status from the IRS since January 1, 2000; or (iii) still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such a determination letter from the IRS and to make any amendments necessary to obtain a favorable determination determination, and nothing (ii) incorporates or has occurred since been amended to incorporate all provisions required to comply with the date Tax Reform Act of 1986 and subsequent legislation. To the Knowledge of the most recent determination that could reasonably be expected to cause any such Company, for each Company Employee Plan or trust that is intended to fail to qualify be qualified under Section 401(a) or 501(a) of the CodeCode there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No “"prohibited transaction,” " within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending pending, or, to the knowledge Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan can be amended, terminated, terminated or otherwise discontinued after the Closing Date Effective Time of the Company Merger in accordance with its terms, without material liability to BuyerParent, Company or any of its Company ERISA Affiliate Affiliates (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or or, to the knowledge Knowledge of the Company or any Company ERISA Affiliates, threatened by the IRS, the U.S. Department of LaborLabor ("DOL"), or any other governmental entity Governmental Entity with respect to any Company Employee Plan. Neither the Company nor any Company ERISA Affiliate is subject to any penalty or Taxes tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company has and each Company ERISA Affiliate have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan, except as would not result in material liability to the Company or its Subsidiaries.

Company Employee Plan Compliance. Except as set forth on Section 3.23(c) of the Company has Disclosure Schedule, the Acquired Companies have performed all obligations required to be performed by it them under, is are not in default or Material violation of, and the Company has no knowledge Knowledge of any default or violation by any other party to, any Company Employee Plan, and each Company Employee Plan has been established and maintained in all Material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules, and regulations, including ERISA or the CodeLaw. Each Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either (i) applied forfor a favorable determination letter, prior to the expiration of the requisite remedial amendment period under applicable Treasury Regulations or IRS pronouncements, but has not yet received a response; (ii) obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, on which the employer is entitled to rely, as to its qualified status from the IRS since January 1, 2000IRS; or (iii) still has a remaining period of time to apply for such a determination letter from the IRS and to make any amendments necessary to obtain a favorable determination determination; or (iv) is entitled to rely on an opinion letter from the IRS on the form of an applicable prototype plan or volume submitter plan and nothing has occurred since the date of the most recent determination that could reasonably be expected to cause any such Company Employee Plan or trust to fail to qualify under Section 401(a) or 501(a) of the Code. No Except as set forth on Section 3.23(c) of the Company Disclosure Schedule, no “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims Legal Proceedings pending or, to the knowledge Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Closing Date in accordance with its terms, without liability to Buyer, Company or any ERISA Affiliate (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or or, to the knowledge Knowledge of Company or any ERISA Affiliatesthe Company, threatened by the IRS, Department of LaborDOL, or any other governmental entity Governmental Entity with respect to any Company Employee Plan. Neither Except as set forth on Section 3.23(c) of the Company nor any ERISA Affiliate Disclosure Schedule, none of the Acquired Companies is subject to any fine, assessment, penalty or Taxes other Material Tax or liability with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the CodeCode or otherwise by operation of law or Contract. Except as set forth on Section 3.23(c) of the Company has Disclosure Schedule, the Acquired Companies have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan. The Company has no Knowledge of any event that could give rise to loss of the tax-qualified or tax-exempt status of any Company Employee Plan.