Common use of Compliance; Liability Clause in Contracts

Compliance; Liability. (A) No liability has been or is reasonably expected to be incurred under or pursuant to Title I or IV of ERISA or the penalty, excise Tax or joint and several liability provisions of the Code relating to employee benefit plans that is or would be material to the Company or, following the Closing, to the Retained Companies in the aggregate. (B) Each of the Employee Benefit Plans has been operated and administered in all respects in compliance with its terms, all applicable laws and all applicable collective bargaining agreements, except for any failure so to comply that, individually and in the aggregate, could not reasonably be expected to result in a material liability or obligation on the part of the Retained Companies in the aggregate. There are no pending or threatened claims by or on behalf of any of the Employee Benefit Plans, by any Employee or otherwise involving any such Employee Benefit Plan or the assets of any Employee Benefit Plan (other than routine claims for benefits, all of which have been fully reserved for on the regularly prepared balance sheets of the Company) which would reasonably be expected to result in any material liability to the Retained Companies in the aggregate. (C) Except to the extent that it would not give rise to a material liability or obligation on the part of the Company or the Retained Companies, no Employee is or will become entitled to post-employment benefits of any kind by reason of employment with the Company or its Subsidiaries, including, without limitation, death or medical benefits (whether or not insured), other than (x) coverage mandated by section 4980B of the Code, (y) retirement benefits payable under any Plan qualified under section 401(a) of the Code or (z) accrued deferred compensation. The consummation of the Transactions will not result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Employee by any of the Retained Companies.

Compliance; Liability. (Ai) No liability Except as set forth in Section 4.18(c)(i) of the Seller Disclosure Letter, neither the Seller, the Company Group nor any Related Person would be liable for any amount pursuant to section 4062, 4063 or 4064 of ERISA if any Plan that is subject to Title IV of ERISA (a “Title IV Plan”) were to terminate as of the date hereof. Except as set forth in Section 4.18(c)(i) of the Seller Disclosure Letter, as of the last day of the most recently ended fiscal year of each Title IV Plan, the “projected benefit obligations” (within the meaning of the Financial Accounting Standards Board Statement No. 87) under each such Plan did not exceed the fair market value of the assets of each such Plan allocable to such “projected benefit obligations,” determined on the basis of the actuarial assumptions contained in the actuarial report prepared for such fiscal year of each such Plan, each of which assumptions is reasonable. (ii) Except as set forth in Section 4.18(c)(ii) of the Seller Disclosure Letter, neither the Seller, the Company Group nor any Related Person has been or is reasonably expected involved in any transaction that could cause the Seller, the Company, any such Related Person or, following the Closing, the Buyer, to be subject to liability under section 4069 or 4212 of ERISA. Except as set forth in Section 4.18(c)(ii) of the Seller Disclosure Letter, neither the Seller, the Company nor any Related Person has incurred (either directly or indirectly, including as a result of an indemnification obligation) any material liability under or pursuant to Title I or IV of ERISA or the penalty, excise Tax or joint and several liability provisions of the Code relating to employee benefit plans that is or would be material and, to the Knowledge of the Seller, no event, transaction or condition has occurred or exists that could result in any such liability to the Seller, the Company Group, any such Related Person or, following the Closing, the Buyer or any of its Affiliates. All contributions and premiums required to have been paid by the Retained Companies in Seller, each member of the aggregateCompany Group and each Related Person to any employee benefit plan (within the meaning of Section 3(3) of ERISA) (including each plan) under the terms of any such plan or its related trust, insurance contract or other funding arrangement, or pursuant to any Applicable Law or collective bargaining agreement (including ERISA and the Code) have been paid within the time prescribed by any such plan, agreement or Applicable Law. (Biii) Each of the Employee Benefit Plans has been operated and administered in all respects in compliance with its terms, all applicable laws Applicable Laws and all applicable collective bargaining agreements, except for any failure so to comply that, individually and or in the aggregate, could not reasonably be expected to result in a material liability or obligation on the part of the Retained Companies in Company Group or the aggregateBuyer or any of its affiliates. There are no material pending or to the Knowledge of the Seller, threatened claims by or on behalf of any of the Employee Benefit Plans, by any Employee or otherwise involving any such Employee Benefit Plan or the assets of any Employee Benefit Plan (other than routine claims for benefits, all of which have been fully reserved for on the regularly prepared balance sheets of the Company) which would reasonably be expected to result in any material liability to the Retained Companies in the aggregateCompany Group). (Civ) No Plan is a multiemployer plan (as defined in section 4001(a)(3) of ERISA) (a “Multiemployer Plan”) and neither the Seller, the Company Group nor any Related Person has, since June 28, 2001, withdrawn in a complete or partial withdrawal from any Multiemployer Plan or incurred any contingent liability under section 4204 of ERISA. No Plan is a “multiple employer plan” within the meaning of section 4063 or 4064 of ERISA. (v) Each Plan that is subject to the minimum funding standards of ERISA or the Code satisfies such standards under sections 412 and 302 of the Code and ERISA, respectively, and no such Plan has incurred an “accumulated funding deficiency” within the meaning of such sections, whether or not waived. (vi) Except to the extent that it would not give rise to a material liability or obligation on the part set forth in Section 4.18(c)(vi) of the Company or the Retained CompaniesSeller Disclosure Letter, no Employee is or will become entitled to post-employment benefits of any kind by reason of employment with the Company or its SubsidiariesGroup, including, without limitation, death or medical benefits (whether or not insured), other than (xA) coverage mandated by section 4980B of the Code, (yB) retirement benefits payable under any Plan qualified under section 401(a) of the Code or (zC) deferred compensation accrued deferred compensationas a liability on the Closing Working Capital Statement. The Except as set forth in Section 4.18(c)(vi) of the Seller Disclosure Letter, the consummation of the Transactions transactions contemplated by this Agreement and the Ancillary Agreements will not result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Employee Employee. The Closing Working Capital Statement will properly to the extent required by Accounting Principles consistently applied and in accordance with Section 3.1 of this Agreement, fully, and adequately reflect any and all liabilities and obligations of the Retained CompaniesCompany Group, if any, relating to any period ending on or prior to the date of the Closing Working Capital Statement to or in respect of the Employees or the Plans for (A) unpaid compensation, salaries, wages, vacation and sick pay, disability payments and other payroll items (including, without limitation, bonus, incentive and deferred compensation), (B) unpaid contributions, insurance premiums, Pension Benefit Guaranty Corporation premiums, costs and expenses to or in respect of any Plan and (C) severance or other termination benefits relating to, resulting from or arising in respect of any claim of actual or constructive termination of employment occurring on or prior to the Closing Date or otherwise in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements.

Compliance; Liability. (Aa) No liability Neither Interpharm nor any Related Person would be liable for any material amount pursuant to section 4062, 4063 or 4064 of ERISA if any Plan that is subject to Title IV of ERISA (a "Title IV Plan") were to terminate as of the date hereof. As of the last day of the most recently ended fiscal year of each Title IV Plan, the "projected benefit obligations" (within the meaning of the Financial Accounting Standards Board Statement No. 87) under each such Plan did not exceed the fair market value of the assets of each such Plan allocable to such "projected benefit obligations" determined on the basis of the actuarial assumptions contained in the actuarial report prepared for such fiscal year of each such Plan, each of which assumptions is reasonable, and the present value of the "benefit liabilities" (within the meaning of, and determined in accordance with, Title IV of ERISA) under such Plan does not exceed the "current value" (within the meaning of section 3(26) of ERISA) of the assets of such Plan allocable to such benefit liabilities, determined on the basis of the actuarial assumptions required to be used in valuing pension liabilities upon plan termination. (b) Each Plan that is subject to the minimum funding standards of ERISA or the Code satisfies such standards under sections 412 and 302 of the Code and ERISA, respectively, and no such Plan has incurred an "accumulated funding deficiency" within the meaning of such sections, whether or not waived. (c) Neither Interpharm nor any Related Person has been involved in any transaction that could cause Interpharm, any such Related Person or, following the Closing, ATEC or is reasonably expected any of its Affiliates, to be subject to liability under section 4069 or 4212 of ERISA. Neither Interpharm nor any Related Person has incurred (either directly or indirectly, including as a result of an indemnification obligation) any liability under or pursuant to Title I or IV of ERISA or the penalty, excise Tax or joint and several liability provisions of the Code relating to employee benefit plans and no event, transaction or condition has occurred or exists that is or would be material could result in any such liability to the Company Interpharm, any Related Person or, following the Closing, ATEC or any of its Affiliates. All contributions and premiums required to have been paid or accrued by Interpharm and each Related Person to any employee benefit plan (within the Retained Companies in meaning of section 3(3) of ERISA) (including each Plan) under the aggregateterms of any such plan or its related trust, insurance contract or other funding arrangement, or pursuant to any applicable law (including ERISA and the Code) or collective bargaining agreement have been paid within the earliest time prescribed by any such plan, agreement or applicable law. (Bd) Each of the Employee Benefit Plans has been operated and administered in all respects in compliance with its terms, all applicable laws and all applicable collective bargaining agreements, except for any failure failures so to comply that, individually and in the aggregate, could not reasonably be expected to have or result in a material liability or obligation on the part of Interpharm or, following the Retained Companies in the aggregateClosing, ATEC or any of its Affiliates. There are no material pending or to the knowledge of Interpharm or the Shareholders, threatened claims by or on behalf of any of the Employee Benefit Plans, by any Employee employee or independent contractor or otherwise involving any such Employee Benefit Plan or the assets of any Employee Benefit Plan (other than routine claims for benefits, all of which have been fully reserved for on the regularly prepared consolidated balance sheets of the Company) which would reasonably be expected to result in any material liability to the Retained Companies in the aggregateInterpharm). (Ce) Except to No Plan is a "multiemployer plan" within the extent that it would not give rise to meaning of section 4001(a)(3) of ERISA. Neither Interpharm nor any Related Person has, within the preceding six years, withdrawn in a material complete or partial withdrawal from any multiemployer plan (within the meaning of section 4001(a)(3) of ERISA) or incurred any contingent liability under section 4204 of ERISA. No Plan is a "multiple employer plan" within the meaning of section 4063 or obligation on the part 4064 of the Company or the Retained Companies, no Employee ERISA. (f) No employee is or will become entitled to post-employment benefits of any kind by reason of employment with the Company or its SubsidiariesInterpharm, including, without limitation, death or medical benefits (whether or not insured), other than (xi) coverage mandated by section 4980B of the Code, Code or (yb) retirement benefits payable under any Plan qualified under section 401(a401 (a) of the Code or (z) accrued deferred compensationCode. The consummation of the Transactions transactions contemplated by this Agreement will not result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Employee by any employee or independent contractor. No payment or benefit which has been, or as a result of the Retained Companiesconsummation of the transactions contemplated by this Agreement (either alone or upon the occurrence of any additional or subsequent events) will be required to be, made by Interpharm or, to the knowledge of Interpharm or any Shareholder, by ATEC in respect of any employee of Interpharm has failed or will fail to be deductible by such entity pursuant to section 280G of the Code or has resulted or will result in the imposition of any excise tax pursuant to section 280G or 4999 of the Code.

Compliance; Liability. (i) All contributions and premiums required to have been paid by the Company and its Subsidiaries to any Benefit Plan under the terms of any such plan or its related trust, insurance contract or other funding arrangement, or pursuant to any applicable law or collective bargaining agreement, have been paid or provided for. (ii) To the Company's knowledge, (A) No liability has been or is reasonably expected to be incurred under or pursuant to Title I or IV of ERISA or the penalty, excise Tax or joint and several liability provisions each of the Code relating to employee benefit plans that is or would be material to the Company or, following the Closing, to the Retained Companies in the aggregate. (B) Each of the Employee Benefit Plans has been operated and administered in all respects substantially in compliance with its terms, all applicable laws and all applicable collective bargaining agreements, and (B) no filing, application or other matter is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the Department of Labor, or any other Governmental Entity, with respect to any Benefit Plan, no action, suit or claim is pending or overtly threatened in writing (other than routine claims for benefits), and there are no outstanding liabilities for taxes, penalties or fees, except in each case for any failure so to comply of the foregoing that, individually and or in the aggregate, could not reasonably be expected to have or result in a material liability or obligation on the part of the Retained Companies in the aggregate. There are no pending or threatened claims by or on behalf of any of the Employee Benefit Plans, by any Employee or otherwise involving any such Employee Benefit Plan or the assets of any Employee Benefit Plan (other than routine claims for benefits, all of which have been fully reserved for on the regularly prepared balance sheets of the Company) which would reasonably be expected to result in any material liability to the Retained Companies in the aggregateMaterial Adverse Effect. (Ciii) Except to No Benefit Plan is a "multiemployer plan" within the extent that it would not give rise to meaning of section 4001(a)(3) of ERISA or a material liability or obligation on "multiple employer plan" as addressed in section 413 of the part Code. (iv) The Company's December 31, 1998 balance sheet included in the Form 10-K properly and adequately reflects any and all unfunded liabilities and obligations of the Company and its Subsidiaries as of such date in respect of the Employees or the Retained Companies, no Employee is or will become entitled to post-employment benefits of any kind by reason of employment Benefit Plans in accordance with the Company or its Subsidiariesrequirements of generally accepted accounting principles for (A) accrued and unpaid compensation, salaries, wages, vacation and sick pay, disability payments and other payroll items (including, without limitation, death or medical benefits (whether or not insuredbonus, incentive and deferred compensation), other than (xB) coverage mandated by section 4980B of the Codedue and unpaid contributions, (y) retirement benefits payable under any Plan qualified under section 401(a) of the Code or (z) accrued deferred compensation. The consummation of the Transactions will not result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable insurance premiums, Pension Benefit Guaranty Corporation premiums, costs and expenses to or in respect of any Employee by Benefit Plan and (C) severance or other termination benefits relating to, resulting from or arising in respect of any outstanding claim of actual or constructive termination of employment occurring on or prior to such date, except in each case for such liabilities and obligations which, individually and in the aggregate, would not have a Material Adverse Effect on the Company. Since the date of the Form 10-K, to the Company's knowledge, there has not been any change in such unfunded liabilities and obligations of the Company and its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (v) Except as disclosed in the Filed Company SEC Reports, except pursuant to the existing terms of the "employee benefit plans" (as defined in section 3(3) of ERISA) and stock option plans set forth in Section 4.15(a) of the Company Disclosure Schedule and except as otherwise set forth in the Company Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of any or all of the contemplated transactions will: (x) entitle any current or former employee of the Company or any of its Subsidiaries to severance pay, unemployment compensation or any similar payment, (y) accelerate the Retained Companiestime of payment or vesting or increase the amount of any compensation due to any such employee or former employee, or (z) directly or indirectly result in any payment made or to be made to or on behalf of any person to constitute a "parachute payment" within the meaning of Section 280G of the Code. (vi) Except as specifically provided in Section 10.04(b) with respect to Article III, Section 7.05 and Section 9.03, nothing in this Agreement is intended to confer upon any former, current or future employee of the Company or any of its Subsidiaries, or his or her legal representative (including, without limitation, any collective bargaining representative), any rights as a third party beneficiary or otherwise or any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement or the contemplated transactions.

Compliance; Liability. (A) No liability has been or is reasonably expected to be incurred under or pursuant to Title I or IV of ERISA or the penalty, excise Tax or joint and several liability provisions of the Code relating to employee benefit plans that is or would be material to the Company orand its Subsidiaries, following the Closing, to the Retained Companies in the aggregatetaken as a whole. (B) Each of the Employee Benefit Plans has been operated and administered in all respects in compliance with its terms, all applicable laws and all applicable collective bargaining agreements, except for any failure so to comply that, individually and in the aggregate, could not reasonably be expected to result in a material liability or obligation on the part of the Retained Companies Company and its Subsidiaries in the aggregate. There are no pending or threatened claims by or on behalf of any of the Employee Benefit Plans, by any Employee or otherwise involving any such Employee Benefit Plan or the assets of any Employee Benefit Plan (other than routine claims for benefitsbenefits or actions seeking qualified domestic relations orders or qualified medical child support orders, all of which have been fully reserved for on the regularly prepared balance sheets of the CompanyCompany or its Subsidiaries, as applicable) which would reasonably be expected to result in any material liability to the Retained Companies Company and its Subsidiaries in the aggregate. (C) Except to the extent that it would not give rise to a material liability or obligation on the part of the Company or and it Subsidiaries in the Retained Companiesaggregate, no Employee is or will become entitled to post-employment benefits of any kind by reason of employment with the Company or its Subsidiaries, including, without limitation, death or medical benefits (whether or not insured), other than (x) coverage mandated by section 4980B of the CodeCode or other applicable laws, (y) retirement benefits payable under any Plan qualified under section 401(a401 (a) of the Code or (z) accrued deferred compensation. The consummation of the Transactions transactions hereunder and under the Registration Rights Agreement will not result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Employee by any of the Retained CompaniesCompany or its Subsidiaries.

Compliance; Liability. (A) No liability Neither Prudential nor any Prudential Related Person has been or is involved in any transaction that would reasonably be expected to cause, following the Closing, any Company Entity to be subject to liability under Section 4069 or 4212 of ERISA. Neither Prudential nor any Prudential Related Person has incurred (either directly or indirectly, including as a result of an indemnification obligation) any material liability under or pursuant to Title I or IV of ERISA or the penalty, excise Tax or joint and several liability provisions of the Code relating to employee benefit plans that is or would be material and, to the Company orKnowledge of Prudential, no event, transaction or condition has occurred or exists that would, individually or in the aggregate, reasonably be expected to result in any such liability to, following the Closing, Wachovia or any of its Affiliates or any Company Entity. All contributions and premiums required to have been paid or accrued through the Retained Companies in Closing Date by Prudential and each Prudential Related Person to any Prudential Contributed Business Plan under the aggregateterms of any such plan or its related trust, insurance contract or other funding arrangement (whether as a result of the transactions contemplated by the Transaction Documents or otherwise) or pursuant to any applicable Law or collective bargaining agreement (including ERISA and the Code) have been paid within the earliest time prescribed by any such plan, agreement or applicable Law or have been properly accrued and none of the Company Entities shall be liable for any such contributions or premiums unless such have been so accrued on the Final Closing Balance Sheet of the Prudential Contributed Business. (B) Each of the Employee Benefit Prudential Contributed Business Plans has been operated and administered in all material respects in compliance with its terms, all applicable laws Laws and all applicable collective bargaining agreements, except for any failure so to comply that, individually and in the aggregate, could not reasonably be expected to result in a material liability or obligation on the part of the Retained Companies in the aggregate. There are no material pending or threatened claims or, to the Knowledge of Prudential, threatened, Claims by or on behalf of any of the Employee Benefit Prudential Contributed Business Plans, by any Employee Prudential Contributed Business Individual or otherwise involving any such Employee Benefit Prudential Contributed Business Plan or the assets of any Employee Benefit Prudential Contributed Business Plan (other than routine claims for benefits, all of which have been fully reserved for on the regularly prepared balance sheets sheet included in the Financial Statements of the Company) which would reasonably be expected to result in any material liability to the Retained Companies in the aggregatePrudential Contributed Business). (C) Except as set forth on Schedule 4.2(m)(iii)(C), no Prudential Contributed Business Plan is or will be, as a result of the Closing, a multiemployer plan (as defined in Section 4001(a)(3) of ERISA) or a "multiple employer plan" within the meaning of Section 4063 or 4064 of ERISA. (D) Each Prudential Contributed Business Plan that is subject to the extent minimum funding standards of ERISA or the Code satisfies such standards under Sections 412 and 302 of the Code and ERISA, respectively, and no such Prudential Contributed Business Plan has incurred an "accumulated funding deficiency" within the meaning of such sections, whether or not waived. No "prohibited transaction" (within the meaning of Section 406 of ERISA and Section 4975 of the Code) has occurred or would reasonably be expected to occur with respect to any Prudential Contributed Business Plan that it would not give rise reasonably be expected to result, individually or in the aggregate, in a material liability to any Company Entity. (E) Except as set forth on Schedule 4.2(m)(iii)(E) or obligation on the part as otherwise provided in Section 8.4 of the Company or the Retained Companiesthis Agreement, no Employee Prudential Contributed Business Individual is or will become become, on and after the Closing, entitled to receive post-employment benefits of any kind by reason of employment with any member of the Prudential Contributed Business under any Prudential Contributed Business Plan for which any of the Company or its SubsidiariesEntities will bear any expense, including, without limitation, death or medical benefits (whether or not insured), other than (xI) coverage mandated by section Section 4980B of the Code, Code or (yII) retirement benefits payable under any Prudential Contributed Business Plan qualified under section Section 401(a) of the Code Code. In addition, all agreements with (x) any independent contractor that provides services to any Prudential Contributed Subsidiaries and (y) any Third Party service provider (including, without limitation, any vendor or administrator) that provides services with respect to the Prudential Contributed Business Plans or the Prudential Transferees, may in any of the cases described in clauses (zx) accrued deferred compensation. The and (y) above, be terminated in accordance with the terms of any such agreement without liability to Wachovia or its Affiliates or any Company Entity at any time, other than fees payable in the normal course for services rendered prior to such termination. (F) Except as set forth on Schedule 4.2(m)(iii)(F), the announcement or consummation of the Transactions transactions contemplated by this Agreement and the other Transaction Documents, either alone or in combination with a subsequent event, will not result in the payment or provision of, or an increase in the amount of of, compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Employee by Prudential Contributed Business Individual or the funding of any grantor trust relating to such individual. (G) All Prudential Contributed Business Plans that are welfare benefit plans or nonqualified deferred compensation plans may be terminated without liability to Wachovia or its Affiliates or any Company Entity at any time (or with such applicable notice to participants as any such plans may require). (H) None of Wachovia, its Affiliates, any Company Entity or any Benefit Plan (other than the Prudential Pension Plan) is entitled, or has any rights or Claims, to any assets of the Retained CompaniesPrudential Pension Plan. (I) All participants in the Prudential Securities General Partners Pension Plan have, prior to or as of the date hereof, terminated employment with Prudential and its Subsidiaries.

Compliance; Liability. (Ai) No liability None of EDO, its Subsidiaries or any EDO Related Person has been involved in any transaction that could cause the EDO Group or is reasonably expected any EDO Related Person or the Surviving Corporation to be subject to liability under section 4069 or 4212 of ERISA. None of EDO, its Subsidiaries, the Surviving Corporation or any EDO Related Person has incurred (either directly or indirectly, including as a result of an indemnification obligation) any material liability under or pursuant to Title I or IV of ERISA or the penalty, excise Tax or joint and several liability provisions of the Code relating to employee benefit plans and no event, transaction or condition has occurred or exists that is could result in any such liability to any member of the EDO Group, any such EDO Related Person or would be material the Surviving Corporation or any of its Affiliates. All contributions and premiums required to have been paid by the Company orEDO Group and each EDO Related Person to any employee benefit plan (within the meaning of Section 3(3) of ERISA) (including each plan) under the terms of any such plan or its related trust, following insurance contract or other funding arrangement, or pursuant to any applicable Law or collective bargaining agreement (including ERISA and the ClosingCode) have been paid within the time prescribed by any such plan, to the Retained Companies in the aggregateagreement or applicable Law. (Bii) Each of the Employee Benefit EDO Plans has been operated and administered in all respects in compliance with its terms, all applicable laws Laws and all applicable collective bargaining agreements, except for any failure so to comply that, individually and in the aggregate, could not reasonably be expected to result in a material liability or obligation on the part of the Retained Companies in the aggregate. There are no material pending or threatened claims by or on behalf of any of the Employee Benefit EDO Plans, by any EDO Employee or otherwise involving any such Employee Benefit EDO Plan or the assets of any Employee Benefit EDO Plan (other than routine claims for benefits, all of which have been fully reserved for on the regularly prepared balance sheets of the Company) which would reasonably be expected to result in any material liability to the Retained Companies in the aggregateEDO). (Ciii) No EDO Plan is a "multiple employer plan" within the meaning of section 4001(a)(3), 4063 or 4064 of ERISA. (iv) Except to the extent that it would not give rise to a material liability or obligation on the part of the Company or the Retained Companiesset forth in Schedule 3.20(c) hereto, no EDO Employee is or will become entitled to post-employment benefits of any kind by reason of employment with the Company or its SubsidiariesEDO, including, without limitation, including death or medical benefits (whether or not insured), other than (x) coverage mandated by section 4980B of the Code, (y) retirement benefits payable under any EDO Plan qualified under section 401(a) of the Code or (z) deferred compensation accrued deferred compensationas a liability as of the Closing Date. The Except as set forth on Schedule 3.20(c), the consummation of the Transactions transactions contemplated by this Agreement and the Ancillary Agreements will not result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Employee by EDO Employee. EDO has disclosed or made available information regarding any and all liabilities and obligations of any member of the Retained CompaniesEDO Group to or in respect of the EDO Employees or the EDO Plans for (A) unpaid compensation, salaries, wages, vacation and sick pay, disability payments and other payroll items (including, without limitation, bonus, incentive and deferred compensation), (B) unpaid contributions, insurance premiums, Pension Benefit Guaranty Corporation premiums, costs and expenses to or in respect of any EDO Plan and (C) severance or other termination benefits relating to, resulting from or arising in respect of any claim of actual or constructive termination of employment occurring on or prior to the Effective Time or otherwise in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (v) The EDO ESOP qualifies as an "employee stock ownership plan" within the meaning of sec.4975(e)(7) of the Code, and no non-exempt prohibited transaction has occurred with respect thereto.

Compliance; Liability. Except as set forth on Schedule 3.1.24(c): (i) No Plan is a defined benefit plan as such term is defined in section 3(35) of ERISA, or is subject to the benefit accrual requirements as set forth in section 204 of ERISA. (ii) No Plan is (A) an excess benefit plan as such term is defined in section 3(36) of ERISA, or (B) a supplemental pension plan that provides benefits in excess of the maximum benefits or contribution limit under the Income Tax Act (Canada). (iii) No liability has been or is reasonably expected to be incurred by any Seller, any Related Person or the Business (either directly or indirectly, including as a result of an indemnification obligation) under or pursuant to the Income Tax Act (Canada) or Title I or IV of ERISA or the penalty, excise Tax tax or joint and several liability provisions of the Code relating to employee benefit plans any Plan that is could, following the Closing, become or would be material remain a liability of the Business or become a liability of either Buyer or of any Plan established or contributed to by either Buyer and, to the Company knowledge of the Sellers after due inquiry, no event, transaction or condition has occurred or exists that could result in any such liability to the Business or, following the Closing, either Buyer. None of the Plans require or permit a retroactive increase in premiums or payments and the level of insurance reserves required to be funded by the Sellers are reasonable and sufficient to provide for all incurred but unreported claims up to Closing. Sufficient reserves have been established by Xxxxxxx to meet its liabilities extending beyond the Closing resulting from long term disability claims incurred under any Plan prior to the Retained Companies in Closing. Granutec has adequately provided, through its insurer, sufficient coverages to meet its liabilities extending beyond the aggregateClosing resulting from long term disability claims incurred under any Plan prior to the Closing. (Biv) Each of the Employee Benefit Plans and predecessor Plans has been operated and administered in all respects in compliance with its terms, all applicable laws their terms and all applicable collective bargaining agreementsApplicable Law, except for any failure so to comply that, individually or together with all other such failures, has not and in the aggregate, could will not reasonably be expected to result in a material liability or obligation on the part of the Retained Companies in Business, or, following the aggregateClosing, either Buyer, and has not had or resulted in, and will not have or result in, a Material Adverse Effect. There are no material pending or or, to the knowledge of the Sellers, threatened claims by or on behalf of any of the Employee Benefit Plans, by any Employee or otherwise involving any such Employee Benefit Plan or the assets of any Employee Benefit Plan (other than routine claims for benefits, all of which have been fully reserved for on the regularly prepared balance sheets of the Company) which would reasonably be expected to result in any material liability to the Retained Companies in the aggregate). (Cv) Except No Plan is a "multi-employer plan" within the meaning of section 4001(a)(3) of ERISA or is a "multiple employer plan" within the meaning of section 4063 or 4064 of ERISA or is a "multi-employer plan" as defined in the Income Tax Act (Canada) or the Pension Benefits Standards Act (British Columbia). (vi) All contributions or premiums required to have been made by any Seller and each Related Person to any Plan under the extent terms of any such Plan (including, any funding agreements, policies, or contracts) or pursuant to any applicable collective bargaining agreement or Applicable Law have been made within the earliest time prescribed by any such Plan, agreement or Applicable Law. Each Plan required to be funded in accordance with Applicable Laws and the terms of such Plans has been so funded and, for greater certainty, there are no funding deficiencies, either on a going concern or solvency basis in such Plans. No withdrawal of assets, including cash, has been made from the assets from time to time held in trust for any Plan, except for the purpose of paying or arranging for the payment of funds or proper expenses of any such Plan in accordance with its terms and Applicable Laws. (vii) There are no agreements, written or otherwise, that it would not give rise to will provide Transferred Employees, as a material liability or obligation on the part result of the Company execution and performance of this Agreement, with payments of compensation or benefits, or the Retained Companiesacceleration of the vesting or timing of payment of any compensation or benefits. (viii) There are no agreements, written or otherwise, that entitle Transferred Employees to receive severance pay or benefits. (ix) There are no Employee is agreements, written or will become entitled to otherwise, that provide Transferred Employees with post-employment retirement benefits of any kind by reason of employment with in the Company or its SubsidiariesBusiness, including, without limitation, death or medical benefits (whether or not insured), other than (xA) group health plan continuation coverage mandated by section 4980B of the Code, Code or (yB) retirement pension benefits payable under any Plan qualified under section 401(a) of the Code or registered with Revenue Canada (zTaxation) accrued deferred compensation. The consummation of the Transactions will not result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or and applicable Governmental Authority. (x) Each investment held in respect of any Employee by any Plan (including without limitation, investment in trusts and other pooled trusts) is a permitted, qualified or eligible investment under Applicable Law, the terms of the Retained CompaniesPlan and any supporting documents of the Plan and the Sellers have acted in accordance with Applicable Law in their selection of the funding agents and investment managers of the assets of the Plan.

Compliance; Liability. (A) No liability has been or is reasonably expected to be incurred under or pursuant to Title I or IV of ERISA or the penalty, excise Tax or joint and several liability provisions of the Code relating to employee benefit plans that is or would be material to the Company orand its Subsidiaries, following the Closing, to the Retained Companies in the aggregatetaken as a whole. (B) Each of the Employee Benefit Plans has been operated and administered in all respects in compliance with its terms, all applicable laws and all applicable collective bargaining agreements, except for any failure so to comply that, individually and in the aggregate, could not reasonably be expected to result in a material liability or obligation on the part of the Retained Companies Company and its Subsidiaries in the aggregate. There are no pending or threatened claims by or on behalf of any of the Employee Benefit Plans, by any Employee or otherwise involving any such Employee Benefit Plan or the assets of any Employee Benefit Plan (other than routine claims for benefitsbenefits or actions seeking qualified domestic relations orders or qualified medical child support orders, all of which have been fully reserved for on the regularly prepared balance sheets of the CompanyCompany or its Subsidiaries, as applicable) which would reasonably be expected to result in any material liability to the Retained Companies Company and its Subsidiaries in the aggregate. (C) Except to the extent that it would not give rise to a material liability or obligation on the part of the Company or and it Subsidiaries in the Retained Companiesaggregate, no Employee is or will become entitled to post-employment benefits of any kind by reason of employment with the Company or its Subsidiaries, including, without limitation, death or medical benefits (whether or not insured), other than (x) coverage mandated by section 4980B of the CodeCode or other applicable laws, (y) retirement benefits payable under any Plan qualified under section 401(a) of the Code or (z) accrued deferred compensation. The consummation of the Transactions transactions hereunder and under the Registration Rights Agreement will not result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Employee by any of the Retained CompaniesCompany or its Subsidiaries.

Compliance; Liability. (A) No liability has been or is reasonably expected to be incurred under or pursuant to Title I or IV of ERISA or the penalty, excise Tax or joint and several liability provisions of the Code relating to employee benefit plans that is or would be material to the Company orand its Subsidiaries, following the Closing, to the Retained Companies in the aggregatetaken as a whole. (B) Each of the Employee Benefit Plans has been operated and administered in all respects in compliance with its terms, all applicable laws and all applicable collective bargaining agreements, except for any failure failures so to comply that, individually and in the aggregate, could not reasonably be expected to result in a material liability or obligation on the part of the Retained Companies in Company or any of its Subsidiaries that would be material to the aggregateCompany and its Subsidiaries, taken as a whole. There are no pending or threatened claims by or on behalf of any of the Employee Benefit Plans, by any Employee or otherwise involving any such Employee Benefit Plan or the assets of any Employee Benefit Plan (other than routine claims for benefitsbene fits, all of which have been fully reserved for on the regularly prepared balance sheets of the Company) which would reasonably be expected to result in any material liability to the Retained Companies in the aggregateCompany or any of its Subsidiaries. (C) Except to the extent that it would not give rise to a material liability or obligation on the part of the Company or any of its Subsidiaries that would be material to the Retained CompaniesCompany and its Subsidiaries, taken as a whole, no Employee is or will become entitled to post-employment benefits of any kind by reason of employment with the Company or any of its Subsidiaries, including, without limitationlimita tion, death or medical benefits (whether or not insured), other than (xX) coverage mandated by section 4980B of the Code, (yY) retirement benefits payable under any Plan qualified under section 401(a) of the Code or (zZ) accrued deferred compensation. The consummation of the Transactions transactions contemplated by this Agreement will not result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Employee by the Company or any of the Retained Companiesits Subsidiaries.

Compliance; Liability. (A) No liability has been or is reasonably expected to be incurred under or pursuant to Title I or IV of ERISA or the penalty, excise Tax or joint and several liability provisions of the Code relating to employee benefit plans that is or would be material to the Company orand its Subsidiary, following the Closing, to the Retained Companies in the aggregatetaken as a whole. (B) Each of the Employee Benefit Plans has been operated and administered in all respects in compliance with its terms, all applicable laws and all applicable collective bargaining agreements, except for any failure so to comply that, individually and in the aggregate, could not reasonably be expected to result in a material liability or obligation on the part of the Retained Companies Company and its Subsidiary in the aggregate. There are no pending or threatened claims by or on behalf of any of the Employee Benefit Plans, by any Employee or otherwise involving any such Employee Benefit Plan or the assets of any Employee Benefit Plan (other than routine claims for benefitsbenefits or actions seeking qualified domestic relations orders or qualified medical child support orders, all of which have been fully reserved for on the regularly prepared balance sheets of the CompanyCompany or its Subsidiary, as applicable to the extent required by GAAP) which would reasonably be expected to result in any material liability to the Retained Companies Company and its Subsidiary in the aggregate. (C) Except to the extent that it would not give rise to a material liability or obligation on the part of the Company or and it Subsidiary in the Retained Companiesaggregate, no Employee is or will become entitled to post-employment benefits of any kind by reason of employment with the Company or its SubsidiariesSubsidiary, including, without limitation, death or medical benefits (whether or not insured), other than (x) coverage mandated by section 4980B of the CodeCode or other applicable laws, (y) retirement benefits payable under any Plan qualified under section 401(a401 (a) of the Code or (z) accrued deferred compensation. The consummation of the Transactions transactions hereunder and under the Registration Rights Agreement will not result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Employee by any of the Retained CompaniesCompany or its Subsidiary.

Compliance; Liability. (A) No liability has been or is reasonably expected to be incurred under or pursuant to Title I or IV of ERISA or the penalty, excise Tax or joint and several liability provisions of the Code relating to employee benefit plans that is or would be material to the Company orand its Subsidiaries, following the Closing, to the Retained Companies in the aggregatetaken as a whole. (B) Each of the Employee Benefit Plans has been operated and administered in all respects in compliance with its terms, all applicable laws and all applicable collective bargaining agreements, except for any failure so to comply that, individually and in the aggregate, could not reasonably be expected to result in a material liability or obligation on the part of the Retained Companies Company and its Subsidiaries in the aggregate. There are no pending or threatened claims by or on behalf of any of the Employee Benefit Plans, by any Employee or otherwise involving any such Employee Benefit Plan or the assets of any Employee Benefit Plan (other than routine claims for benefitsbenefits or actions seeking qualified domestic relations orders or qualified medical child support orders, all of which have been fully reserved for on the regularly prepared balance sheets of the CompanyCompany or its Subsidiaries, as applicable) which would reasonably be expected to result in any material liability to the Retained Companies Company and its Subsidiaries in the aggregate. (C) Except to the extent that it would not give rise to a material liability or obligation on the part of the Company or and it Subsidiaries in the Retained Companiesaggregate, no Employee is or will become entitled to post-employment benefits of any kind by reason of employment with the Company or its Subsidiaries, including, without limitation, death or medical benefits (whether or not insured), other than (x) coverage mandated by section 4980B of the CodeCode or other applicable laws, (y) retirement benefits payable under any Plan qualified under section 401(a) of the Code or (z) accrued deferred compensation. The consummation of the Transactions transactions hereunder will not result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Employee by any of the Retained CompaniesCompany or its Subsidiaries.

Compliance; Liability. (A) No liability Neither Wachovia nor any Wachovia Related Person has been or is involved in any transaction that would reasonably be expected to cause, following the Closing, any Company Entity to be subject to liability under Section 4069 or 4212 of ERISA. Neither Wachovia nor any Wachovia Related Person has incurred (either directly or indirectly, including as a result of an indemnification obligation) any material liability under or pursuant to Title I or IV of ERISA or the penalty, excise Tax or joint and several liability provisions of the Code relating to employee benefit plans that is or would be material and, to the Company orKnowledge of Wachovia, no event, transaction or condition has occurred or exists that would, individually or in the aggregate, reasonably be expected to result in any such liability to, following the Closing, Wachovia or any of its Affiliates or any Company Entity. All contributions and premiums required to have been paid or accrued through the Retained Companies in Closing Date by Wachovia and each Wachovia Related Person to any Wachovia Contributed Business Plan under the aggregateterms of any such plan or its related trust, insurance contract or other funding arrangement (whether as a result of the transactions contemplated by the Transaction Documents or otherwise) or pursuant to any applicable Law or collective bargaining agreement (including ERISA and the Code) have been paid within the earliest time prescribed by any such plan, agreement or applicable Law or have been properly accrued and none of the Company Entities shall be liable for any such contributions or premiums unless such have been so accrued on the Final Closing Balance Sheet of the Wachovia Contributed Business. (B) Each of the Employee Benefit Wachovia Contributed Business Plans has been operated and administered in all material respects in compliance with its terms, all applicable laws Laws and all applicable collective bargaining agreements. Except as set forth on Schedule 4.1(m)(iii)(B), except for any failure so to comply that, individually and in the aggregate, could not reasonably be expected to result in a material liability or obligation on the part of the Retained Companies in the aggregate. There there are no material pending or threatened claims or, to the Knowledge of Wachovia, threatened, Claims by or on behalf of any of the Employee Benefit Wachovia Contributed Business Plans, by any Employee Wachovia Contributed Business Individual or otherwise involving any such Employee Benefit Wachovia Contributed Business Plan or the assets of any Employee Benefit Wachovia Contributed Business Plan (other than routine claims for benefits, all of which have been fully reserved for on the regularly prepared balance sheets sheet included in the Financial Statements of the CompanyWachovia Contributed Business). (C) which No Wachovia Contributed Business Plan is or will be, as a result of the Closing, a multiemployer plan (as defined in Section 4001(a)(3) of ERISA) or a "multiple employer plan" within the meaning of Section 4063 or 4064 of ERISA. (D) Each Wachovia Contributed Business Plan that is subject to the minimum funding standards of ERISA or the Code satisfies such standards under Sections 412 and 302 of the Code and ERISA, respectively, and no such Wachovia Contributed Business Plan has incurred an "accumulated funding deficiency" within the meaning of such sections, whether or not waived. No "prohibited transaction" (within the meaning of Section 406 of ERISA and Section 4975 of the Code) has occurred or would reasonably be expected to result occur with respect to any Wachovia Contributed Business Plan that would reasonably be expected to result, individually or in any the aggregate, in a material liability to the Retained Companies in the aggregateany Company Entity. (CE) Except to the extent that it would not give rise to a material liability as set forth on Schedule 4.1(m)(iii)(E), or obligation on the part otherwise provided in Section 8.4 of the Company or the Retained Companiesthis Agreement, no Employee Wachovia Contributed Business Individual is or will become become, on and after the Closing, entitled to receive post-employment benefits of any kind by reason of employment with any member of the Wachovia Contributed Business under any Wachovia Contributed Business Plan for which any of the Company or its SubsidiariesEntities will bear any expense, including, without limitation, death or medical benefits (whether or not insured), other than (xI) coverage mandated by section Section 4980B of the Code, Code or (yII) retirement benefits payable under any Wachovia Contributed Business Plan qualified under section Section 401(a) of the Code Code. In addition, except as set forth on Schedule 4.1(m)(iii)(E), all agreements with (x) any independent contractor that provides services to any Wachovia Contributed Subsidiaries and (y) any Third Party service provider (including, without limitation, any vendor or administrator) that provides services with respect to the Wachovia Contributed Business Plans or the Wachovia Transferees, may in any of the cases described in clauses (zx) accrued deferred compensation. and (y) above, be terminated in accordance with the terms of any such agreement without liability to Wachovia or its Affiliates or any Company Entity at any time, other than fees payable in the normal course for services rendered prior to such termination. (F) The announcement or consummation of the Transactions transactions contemplated by this Agreement and the other Transaction Documents, either alone or in combination with a subsequent event, will not result in the payment or provision of, or an increase in the amount of of, compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Employee by Wachovia Contributed Business Individual or the funding of any grantor trust relating to such individual. (G) All Wachovia Contributed Business Plans that are welfare benefit plans or nonqualified deferred compensation plans may be terminated without liability to Wachovia or its Affiliates or any Company Entity at any time (or with such applicable notice to participants as any such plans may require). (H) None of Prudential, its Affiliates, any Company Entity or any Benefit Plan (other than the Wachovia Pension Plan) is entitled, or has any rights or Claims, to any assets of the Retained CompaniesWachovia Pension Plan.

Compliance; Liability. (A) No liability has been or is reasonably expected to be incurred under or pursuant to Title I or IV of ERISA or the penalty, excise Tax or joint and several liability provisions of the Code relating to employee benefit plans that is or would be material to the Company orand its Subsidiaries, following the Closing, to the Retained Companies in the aggregatetaken as a whole. (B) Each of the Employee Benefit Plans has been operated and administered in all respects in compliance with its terms, all applicable laws and all applicable collective bargaining agreements, except for any failure failures so to comply that, individually and in the aggregate, could not reasonably be expected to result in a material liability or obligation on the part of the Retained Companies in Company or any of its Subsidiaries that would be material to the aggregateCompany and its Subsidiaries, taken as a whole. There are no pending or threatened claims by or on behalf of any of the Employee Benefit Plans, by any Employee or otherwise involving any such Employee Benefit Plan or the assets of any Employee Benefit Plan (other than routine claims for benefits, all of which have been fully reserved for on the regularly prepared balance sheets of the Company) which would reasonably be expected to result in any material liability to the Retained Companies in the aggregateCompany or any of its Subsidiaries. (C) Except Each Plan that is subject to the extent that it would not give rise to a material liability minimum funding standards of ERISA or obligation on the part Code satisfies such standards under sections 412 and 302 of the Company Code and ERISA, respectively, and no such Plan has incurred an "accumulated funding deficiency" within the meaning of such sections, whether or the Retained Companies, no not waived. (D) No Employee is or will become entitled to any material post-employment benefits of any kind by reason of employment with the Company or any of its Subsidiaries, including, without limitation, death or medical benefits (whether or not insured), other than (x) coverage mandated by section 4980B of the Code, (y) retirement benefits payable under any Plan qualified under section 401(a) of the Code or (z) deferred compensation accrued deferred compensationas a liability on the regularly prepared balance sheets of the Company. The consummation of the Transactions transactions contemplated by this Agreement will not result in an a material increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Employee by any of the Retained CompaniesEmployee.