Common use of Company Employee Plans Clause in Contracts

Company Employee Plans. (a) Part 3.19(a) of the Disclosure Schedule sets forth a complete and accurate list of each material Company Employee Plan. For purposes of this Agreement, “Company Employee Plan” means each (i) ”employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) other employment (other than offer letters with respect to Company Associates terminable by the Company Entities at will without liability to any Company Entity), bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance (including life and health insurance), vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, redundancy, retention, change of control and similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) currently maintained or contributed to for the benefit of or relating to any current or former employee or director of any Company Entity or any other trade or business (whether or not incorporated) which would be treated as a single employer with any Company Entity under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which any Company Entity has any current material Liability. No Company Entity maintains any Company Employee Plan in any non-United States jurisdiction primarily for the benefit of persons substantially all of whom are Non-United States Employees. The Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Company Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the plan documents and summary plan descriptions, and a written description of the terms of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Government relating to any compliance issues in respect of any such Company Employee Plan.

Company Employee Plans. (a) Part 3.19(aSection 3.11(a) of the Company Disclosure Schedule sets forth a complete and accurate list of Memorandum lists each material Company Employee Plan. For purposes of this Agreement, “Company Employee Plan” means each (i) ”employee benefit plan,” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA ERISA, and (ii) each other employment (other than offer letters with respect to Company Associates terminable by the Company Entities at will without liability to any Company Entity)employment, bonusseverance, stock optionincentive, stock purchase or other equityretention, consulting, change-basedin-control, fringe benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance (including life and health insurance), vacation, incentivecollective bargaining, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, redundancy, retention, change of control and similar fringe, welfare or other employee benefit compensatory plan, programpolicy, agreement, contract, policy agreement or binding arrangement (whether which is made or not in writing) currently maintained with or contributed to for the benefit of or relating to any current or former employee employee, director or director other personnel of other employment, severance, change in control, salary continuation, bonus, incentive, insurance, retention, consulting, fringe benefit, collective bargaining, deferred compensation or other compensatory plan, policy, agreement or arrangement that is maintained with or for the benefit of any current or former employee, consultant, director or other personnel of the Company Entity or any of its Subsidiaries or under which the Company or any of its Subsidiaries has any direct or indirect liability (collectively, the “Company Employee Plans”). The Company has delivered to Parent true and complete copies of each Company Employee Plan document, and, as applicable, true and complete copies of (1) any related trust agreements, insurance contracts or other trade funding agreements or business arrangements, (whether 2) the most recent summary plan description and any summary of material modifications, (3) the most recent determination letter or not incorporatedopinion letter issued by the IRS and any pending application for a determination letter or opinion letter, (4) the last two Form 5500 filings, (5) applicable nondiscrimination testing for the two (2) most recent Company Employee Plan years, and (6) the most recent audited financial statement and actuarial valuation. (b) Each Company Employee Plan which is a funded employee pension plan within the meaning of Section 3(2) of ERISA satisfies the requirements of Section 401(a) of the Code and each related trust or other funding vehicle is exempt from tax under Section 501(a) of the Code. Each Company Benefit Plan has been maintained and administered in all material respects in accordance with its terms and the provisions of applicable law, including ERISA and the Code. No compensation paid or required to be paid under any Company Benefit Plan is or will be subject to additional tax under Section 409A(1)(B) of the Code. All equity compensation awards issued by the Company have been made, accounted for, reported and disclosed in accordance with applicable law, accounting rules and stock exchange requirements. (c) With respect to any Company Employee Plan covered by Title I of ERISA, no non-exempt transaction prohibited by Section 406 of ERISA or Section 4975 of the Code has occurred. Neither the Company nor any Subsidiary has sponsored, participated in or contributed to any “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA. None of the Company, any Subsidiary of the Company nor any entity that, together with the Company or any Subsidiary of the Company, would be treated as a single employer with any Company Entity under Section 414 of the Code (an “ERISA Affiliate”)) contributes, or with respect to which any Company Entity nor within the six-year period ending on the date hereof has any current material Liability. of them contributed or been obligated to contribute or otherwise participated under any “multiemployer plan” (as defined in Section 3(37) of ERISA) or employee pension plan (within the meaning of Section 3(2) of ERISA) which is subject to Title IV of ERISA or Section 412 or 4971 of the Code. (d) No Company Entity maintains Employee Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for current or former employees, directors, consultants or other personnel of the Company or any of its Subsidiaries for periods extending beyond their retirement or other termination of service, other than group health plan continuation coverage mandated by applicable Law. (e) There are no pending or, to the Company’s knowledge, threatened, claims, lawsuits, arbitrations, investigations or audits asserted or instituted against any Company Employee Plan, any fiduciary (as defined by Section 3(21) of ERISA) thereto, the Company, any of its Subsidiaries or any employee or administrator thereof in connection with the existence, operation or administration of an Company Employee Plan, other than routine claims for benefits. (f) All contributions, premium and benefit payments required to be made under or in connection with each Company Benefit Plan through the date hereof have been made or properly accrued. (g) Except as otherwise specified in Section 3.11(g) of the Company Disclosure Memorandum, the consummation of the Transactions will not, either alone or in combination with any other event, (i) entitle any current or former employee, director or officer of the Company or any of its Subsidiaries to severance pay or any other payment or benefit, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee, director or officer, or (iii) require the Company to place in trust or otherwise set aside any amounts in respect of severance pay or any other payment or benefit. There are no agreements between the Company and any director, officer or employee pursuant to which the Company would be required to make a “parachute payment” (within the meaning of Section 280G(b)(2) of the Code) as a result of the consummation of the Transactions (whether alone or in combination with a termination of employment or other event). No payments required to be made after the date hereof, whether as a result of the consummation of the Transactions or otherwise, will be non-deductible by reason of Section 162(m) of the Code. (h) Each Company Employee Plan, if any, which is maintained outside of the United States jurisdiction primarily for the benefit of persons substantially State has been operated in all of whom are Non-United States Employees. The Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed material respects in conformance with the IRS for applicable statutes or governments regulations and rulings relating to such plans in the jurisdictions in which such Company Employee Plan is present or operates and, to the extent relevant, the United States. (i) Except as set forth in Company Disclosure Memorandum, no Company Employee Plan, excluding any short-term disability, non-qualified deferred compensation or flexible spending account plan or program, is self-funded, self-insured or funded through the general assets of the Company or an ERISA Affiliate. Except as set forth in the Company Disclosure Memorandum, no Company Employee Plan which is an employee welfare benefit plan under Section 3(1) of ERISA is funded by a trust or is subject to Section 419 or 419A of the Code. (j) With respect to each Company Employee Plan, including all schedules thereto; (B) other than restrictions under the most recent determination letterCode and ERISA, if any, from there are no restrictions on the IRS for any ability of the sponsor of each Company Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the plan documents and summary plan descriptions, and a written description of the terms of amend or terminate any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Government relating to any compliance issues in respect of any such Company Employee Plan.

Company Employee Plans. (a) Part 3.19(a3.18(a) of the Disclosure Schedule Letter sets forth a complete and accurate list of each material Company Employee Plan. For purposes of this Agreement, “"Company Employee Plan” " means each (i) ”"employee benefit plan” " (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) other employment (other than offer letters with respect to Company Associates that do not provide for any guaranteed and that are terminable by the Company Entities at will without liability to any Company Entity), bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance (including life and health insurance), vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, redundancy, retention, change of control and similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) currently maintained or contributed to for the benefit of or relating to any current or former employee or director of any Company Entity or any other trade or business (whether or not incorporated) which would be treated as a single employer with any Company Entity under Section 414 of the Code (an “"ERISA Affiliate”"), or with respect to which any Company Entity has any current material Liability. No Company Entity maintains Part 3.18(a) of the Disclosure Letter separately lists any Company Employee Plan maintained in any a non-United States jurisdiction primarily for the benefit of persons substantially all of whom are Non-United States EmployeesU.S. jurisdiction. The Company has made available to Parent true and complete and accurate copies of (A) the most recent annual report (including on Form 5500 5500) required to have been filed with the IRS Government for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Company Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the plan documents and summary plan descriptions, and a written description of the terms of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Government having jurisdiction relating to any compliance issues in respect of any such Company Employee Plan.

Company Employee Plans. (a) Part 3.19(a) of the Disclosure Schedule sets forth a complete and accurate list of each material Company Employee Plan. For purposes of this Agreement, “Company Employee Plan” means each (i) ”“employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) other employment (other than offer letters with respect to Company Associates terminable by the Company Entities at will without liability to any Company Entity), bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance (including life and health insurance), vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, redundancy, retention, change of control and similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) currently maintained or contributed to for the benefit of or relating to any current or former employee or director of any Company Entity or any other trade or business (whether or not incorporated) which would be treated as a single employer with any Company Entity under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which any Company Entity has any current material Liability. No Company Entity maintains any Company Employee Plan in any non-United States jurisdiction primarily for the benefit of persons substantially all of whom are Non-United States Employees. The Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Company Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the plan documents and summary plan descriptions, and a written description of the terms of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Government relating to any compliance issues in respect of any such Company Employee Plan.

Company Employee Plans. (a) Part 3.19(aSchedule 3.17(a) of the Disclosure Schedule sets forth a true and complete and accurate list of all written Company Employee Plans. Schedule 3.17(a) separately lists or identifies each material Company Employee Plan sponsored by any of the Certegy Gaming Companies (the “Separate Company Employee Plans”). (b) With respect to each Company Employee Plan. For purposes , Seller has provided to Buyer true and complete copies of this Agreement(i) the current plan documents (and any amendments), “(ii) current summary plan descriptions, summaries of material modifications and memoranda, employee handbooks, and other written communications describing each Company Employee Plan” means each ; (iiii) ”employee benefit plan” the annual report (if required under ERISA) for the most recently-completed plan year (including all schedules and attachments); and (iv) if applicable, a copy of the most recent IRS determination letter. (c) Except as defined in Section 3(3) of ERISAset forth on Schedule 3.17(c), the consummation of the Contemplated Transactions will not conflict with or result in any violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit under any Company Benefit Plan, trust or loan that will or may result in any payment (whether of severance pay or not subject other Compensation), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to ERISA and (ii) other employment (other than offer letters fund benefits with respect to Company Associates terminable by the Company Entities at will without liability to any Company Entity)employee, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance (including life and health insurance), vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, redundancy, retention, change of control and similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) currently maintained or contributed to for the benefit of or relating to any current or former employee or director of any Company Entity or any other trade material liability for any of the Certegy Gaming Companies or business Buyer. (whether d) Neither Seller nor any other Person or not incorporated) which would be entity that, together with the Seller or any Seller Subsidiary, is or was treated as a single employer with any Company Entity under Section 414 414(b), (c), (m) or (o) of the Code (each, an “ERISA Affiliate”), currently maintains, contributes to or participates in, nor does either Seller or any ERISA Affiliate have any obligation to maintain, contribute to or otherwise participate in, or have any liability or other obligation whether accrued, absolute, contingent or otherwise) with respect to any (i) employee pension benefit plan (within the meaning of Section 3(2) of ERISA) subject to Section 412 of the Code or Title IV of ERISA; (ii) a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) (a “Multiemployer Plan”); or (iii) a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for which a Company ERISA Affiliate would reasonably be expected to incur liability under Section 4063 or 4064 of ERISA (a “Multiple Employer Plan”). (e) Since January 1, 2004, none of the Certegy Gaming Companies nor any ERISA Affiliate has sponsored, maintained, administered, contributed to, had any obligation to contribute to, or incurred any other liability under or with respect to which any Company Entity has Benefit Plan which provides health, life or other coverage for former directors, officers, consultants or employees (or any current material Liability. No Company Entity maintains any Company Employee Plan in any non-United States jurisdiction primarily for spouse or former spouse or other dependent thereof), other than benefits required by Section 4980B of the benefit Code, Part 6 of persons substantially all Title I of whom are Non-United States Employees. The Company has made available to Parent complete and accurate copies of ERISA, or similar state Laws. (Af) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Each Company Employee Plan that is intended to qualify be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS that such plan is so qualified, and, to the Knowledge of Seller, no fact or circumstance exists that would reasonably be expected to result in the revocation of such letter. All amendments required to maintain each such Company Benefit Plan’s ongoing compliance with applicable Laws, including ERISA and the Code; , have been timely adopted and implemented. (Cg) Each Company Employee Plan (and each related trust, insurance contract or fund) has been maintained, funded and administered in accordance with its governing instruments and all applicable Laws including ERISA and the plan Code, except to the extent such noncompliance, individually or in the aggregate, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (h) All reports, forms and other documents and required to be filed with any Governmental Authority or furnished to employees with respect to any Company Benefit Plan (including summary plan descriptions, Forms 5500 and summary annual reports) have been timely filed or furnished and are accurate in all material respects. (i) Each Company Benefit Plan, employment agreement, or other Contract, plan, program, agreement, or arrangement that is a written description “nonqualified deferred compensation plan” (within the meaning of Section 409A(d)(1) of the terms Code) has been operated in good faith compliance with Section 409A of the Code, its Treasury regulations, and any administrative guidance relating thereto; and no additional tax under Section 409A(a)(1)(B) of the Code has been or is reasonably expected to be incurred by a participant in any such Company Benefit Plan, employment agreement, or other Contract, plan, program, agreement, or arrangement. None of the Certegy Gaming Companies is a party to, or otherwise obligated under, any contract, agreement, plan or arrangement that provides for the gross-up of taxes imposed by Section 409A(a)(1)(B) of the Code. (j) With respect to each applicable Company Benefit Plan, (i) no non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred; (ii) there are no actions, suits or claims pending, or, to the Knowledge of the Seller, threatened or anticipated (other than routine claims for benefits) against any such Company Benefit Plan or fiduciary thereto or against the assets of any such Company Employee Benefit Plan; (iii) there are no audits, inquiries or proceedings pending or, to the Knowledge of the Seller, threatened by any Governmental Authority with respect to any Company Benefit Plan; and (iv) there has been no breach of fiduciary duty (including violations under Part 4 of Title I of ERISA) which has resulted or could reasonably be expected to result in a Material Adverse Effect on any of the Certegy Gaming Companies or any of their respective employees. (k) The Company may, without cost, withdraw its employees, directors, officers and consultants from any Company Benefit Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from sponsored by the IRS or any office or representative of the DOL or any similar Government relating to any compliance issues in respect of any such Company Employee PlanCompany.

Company Employee Plans. (a) Part 3.19(a2.19(a) of the Disclosure Schedule sets forth a complete and accurate list of each material Company Employee Plan. For purposes of this Agreement, “Company Employee Plan” means each (i) ”“employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) other employment (other than offer letters with respect to Company Associates terminable by the Company Entities Acquired Corporations at will without liability to any Company EntityAcquired Corporation), bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance (including life and health insurance), vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, redundancy, retention, change of control and similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) currently maintained or contributed to for the benefit of or relating to any current or former employee or director of any Company Entity Acquired Corporation or any other trade or business (whether or not incorporated) which would be treated as a single employer with any Company Entity Acquired Corporation under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which any Company Entity Acquired Corporation has any current material Liability. No Company Entity maintains any With respect to each Company Employee Plan listed in Part 2.19(a) of the Disclosure Schedule, other than a Company Employee Plan that is maintained in any non-United States U.S. jurisdiction primarily for the benefit of persons substantially all of whom are Non-United States Employees. The U.S. Employees (the “International Employee Plans”), to the extent applicable, the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Company Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the plan documents and summary plan descriptions, and a written description of the terms of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Government Governmental Body relating to any compliance issues in respect of any such Company Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent complete and accurate copies of, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Body with respect to such plan; (y) the plan documents or a written description of the terms of any material International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Body relating to the satisfaction of Legal Requirements necessary to obtain the most favorable tax treatment.

Company Employee Plans. (a) Part 3.19(aSection 4.12(a) of the Company Disclosure Schedule sets forth a contains an accurate and complete and accurate list of all pension plans (including each material Company Employee Plan. For purposes of this Agreement, “Company Employee Plan” means each (i) ”"employee pension benefit plan” " (as defined in Section 3(33(2) of ERISA (a "Company Pension Plan")), supplemental pension plans, profit sharing plans, savings plans, retirement savings plans, bonus plans, incentive compensation plans, deferred compensation plans, stock purchase plans, stock option or other equity based plans, phantom stock plans, vacation plans, leave of absence plans, employee assistance plans, automobile leasing/subsidy/allowance plans, redundancy or severance plans, relocation plans, family support plans, retirement plans, medical, health, hospitalization or life insurance plans, including retiree health and life plans, disability plans, sick leave plans, retention plans, compensation arrangements, including any base salary arrangements, overtime, on-call or call-in policies, death benefit plans, Employee Agreements with any of the executives set forth on Section 5.01(b)(xiii) of the Company Disclosure Schedule, employee benefit plans (including each "employee welfare benefit plan" (as defined in Section 3(1) of ERISA)) and any other similar plans, whether programs, arrangements or not subject policies that are maintained, contributed to ERISA and (ii) other employment (other than offer letters with respect or required to Company Associates terminable be contributed to by the Company Entities at will without liability to any Company Entity), bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance (including life and health insurance), vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, redundancy, retention, change of control and similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) currently maintained or contributed to for the benefit of or relating to any current or former employee or director of any Company Entity or any other trade Person (including any person or business (whether or not incorporated) which would be entity that, together with the Company, is treated as a single employer with any Company Entity under Section 414 414(b), (c) or (m) of the Code (an “ERISA Affiliate”each, a "Company Commonly Controlled Entity")), or with respect to which the Company or any Company Entity has of its Subsidiaries may have any liability, or in which any current material Liability. No or former employee, consultant or director of the Company Entity maintains any participates (collectively, the "Company Employee Plan in any non-United States jurisdiction primarily for the benefit of persons substantially all of whom Benefit Plans"), which are Non-United States Employeesmaterial. The Company has made available to Parent complete and accurate Nortel Networks, to the extent applicable, copies of (Ai) the most recent annual report on Form 5500 required to have been filed with the IRS for with respect to each Company Employee Benefit Plan, including all schedules thereto; (Bii) the most recent determination lettersummary plan description for each Company Benefit Plan, if any(iii) each currently effective trust agreement, from the IRS for insurance or group annuity contract or other funding or financing arrangement forming part of any Company Benefit Plan and (iv) Employee Agreements with any of the executives set forth on Section 5.01(b)(xiii) of the Company Disclosure Schedule. As of the date hereof, neither the Company nor any of its respective Subsidiaries has made any plan or commitment, whether legally binding or not, to create any additional material Company Benefit Plan that is or materially modify, change or terminate any existing material Company Benefit Plan. Neither the Company nor any Company Commonly Controlled Entity has any liability, whether contingent or absolute, under Title IV of ERISA or Section 412 or 4971 of the Code. (b) With respect to each Company Benefit Plan: (i) if intended to qualify under Section 401(a), 401(k) or 403(a) of the Code or under any Applicable Law of any Governmental Authority outside of the United States, each of such plan and the related trust has received a favorable determination letter from the IRS or required approval of a Regulatory Agency of a foreign jurisdiction that has not been revoked and (A) the consummation of the transaction contemplated hereby will not adversely affect such qualification or exemption and (B) to the Knowledge of the Company, no event or circumstance exists that has or would be reasonably likely to adversely affect such qualification or exemption, except for any such events or circumstances that would not result in liability to the Company in excess of $100,000; (ii) it has been operated and administered in compliance with its terms and all Applicable Law in all material respects, except for operational or administrative defects that would not, individually or in the aggregate with respect to all Company Benefit Plans taken as a whole, result in liability to the Company in excess of $100,000; (iii) there are no pending or threatened material Actions against, by or on behalf of any Company Benefit Plans (other than routine claims for benefits); (iv) to the Knowledge of the Company, no material breaches of fiduciary duty have occurred; (v) to the Knowledge of the Company, no non-exempt prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code or any other similar Applicable Law of any jurisdiction outside the United States has occurred; (vi) no material Lien imposed under the Code, ERISA or any other Applicable Law exists; and (vii) all material contributions, material premiums and material expenses to or in respect of such Company Benefit Plan have been timely paid in full or, to the extent not yet due, have been adequately accrued in all material respects on the Company Financial Statements. No Company Benefit Plan, or the Company or any Subsidiary with respect to any Company Benefit Plan, is under audit or is the subject of an Action by the IRS, the U.S. Department of Labor, the Pension Benefit Guarantee Corporation or any other Governmental Authority, nor to the Knowledge of the Company is any such audit or Action pending or threatened. (c) Neither the Company nor any of its Subsidiaries has incurred or reasonably expects to incur, either directly or indirectly (including as a result of an indemnification obligation), any liability under Title I of ERISA or the penalty, excise tax or joint and several liability provisions of the Code or any other Applicable Law relating to employee benefit plans, which is material, and to the Knowledge of the Company, no event, transaction or condition has occurred, exists or is expected to occur which could result in any such material liability to the Company or any of its Subsidiaries. (d) No Company Benefit Plan is, and neither the Company nor any Subsidiary thereof contributes to or has any material liability or obligation with respect to any, (A) "multiemployer plan" (within the meaning of Section 3(37) of ERISA), (B) "multiple employer plan" (within the meaning of Section 413(c) of the Code; ) or (C) the any single employer plan documents and summary or other pension plan descriptions, and a written description subject to Title IV or Section 302 of ERISA or Section 412 of the terms Code. (e) Except for any obligations under the Company Benefit Plans listed on Section 4.12(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any obligation to provide health, life insurance, or death benefits with respect to current or former employees, consultants or directors of the Company or any of its Subsidiaries beyond their termination of employment or service, other than as required under Section 4980B of the Code or other Applicable Law. (f) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, either alone or in combination with another event (whether contingent or otherwise) will (i) entitle any current or former employee, consultant or director of the Company or any of its Subsidiaries or any group of such employees, consultants or directors to any payment; (ii) increase the amount of compensation due to any such employee, consultant or director; or (iii) accelerate the vesting or funding of any Company Employee Plan that is not in writing; (D) any related trust agreementscompensation, insurance contracts, insurance policies stock incentive or other documents benefit of any funding arrangements; such employee, consultant or director, in each case other than any entitlements, increases or acceleration pursuant to Applicable Law or the Company Benefit Plans listed on Section 4.12(a) of the Company Disclosure Schedule. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, either alone or in combination with another event (Ewhether contingent or otherwise) will cause any notices compensation to or from the IRS fail to be deductible under Section 162(m), or any office or representative other provision of the DOL Code or any similar Government relating Applicable Law or regulation, in each case, except in the case where it would not cause a material liability. (g) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement with any labor union or representative. There are not currently pending and, during the past two (2) years, there have not been any questions concerning representation or certification proceedings or petitions seeking a representation or certification proceeding or determination before any Governmental Authority or, to the Knowledge of the Company, threatened to be brought or filed before any Governmental Authority involving the employees of the Company or any of its Subsidiaries. To the Knowledge of the Company, there is not any campaign currently being conducted to solicit cards or authorizations from employees of the Company or its Subsidiaries to be represented by any labor organization. There are not currently and, during the past two (2) years, there have not been any strikes, picketing, slowdowns, lockouts or work stoppages involving employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no such actions are threatened. (h) There are no (i) material grievances or (ii) Actions or Governmental Orders related to the employment or engagement or termination of employment of employees, former employees, contractors, consultants, officers or directors of the Company or any of its Subsidiaries pending against the Company or any of its Subsidiaries, and, to the Knowledge of the Company, there are none threatened. The Company and each of its Subsidiaries is, to the Knowledge of the Company, in compliance issues in all material respects with Applicable Laws and Governmental Orders with respect to the employment or engagement of employees, contractors, consultants, officers and directors of the Company and such Subsidiaries; provided that, for the avoidance of doubt, no representation or warranty is made under this Section 4.12(h) with respect to the Company Benefit Plans, the sole representations and warranties with respect to which are made in Sections 4.12(a) to (d). (i) Except as set forth on Section 4.12(i) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries have received any written notice from any executive listed on Section 5.01(b)(xiii) of the Company Disclosure Schedule stating such Company Employee Planexecutive's current or future intention to resign from or terminate his or her employment with the Company, VIS or any of their respective Subsidiaries, as applicable.