Common use of Compliance; Liability Clause in Contracts

Compliance; Liability. (i) No Plan is subject to section 412 of the Code or section 302 of Title IV of ERISA. (ii) None of the Company, its Subsidiaries or any Related Person has been involved in any transaction that could cause the Company or any Related Person or the Surviving Corporation to be subject to liability under section 4069 or 4212 of ERISA. None of the Company, its Subsidiaries, the Surviving Corporation or any Related Person has incurred (either directly or indirectly, including as a result of an indemnification obligation) any material liability under 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 could result in any such liability to the Company, its Subsidiaries, the Surviving Corporation, any such Related Person or any of their Affiliates. (iii) All contributions and premiums required to have been paid by the Company 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 under any Law or collective bargaining agreement (including ERISA and the Code) have been paid within the earliest time prescribed by any such plan, agreement or Law. (iv) Each of the Plans has been operated and administered in all material respects in compliance with its terms, the Law and applicable collective bargaining agreements. There are no material pending or, to the Company's knowledge, threatened claims by or on behalf of any of the Plans, by any Employee or otherwise involving any such Plan or the assets of any Plan (other than routine claims for benefits, all of which have been fully reserved for on Financial Statements). (v) No Plan is a "multiple employer plan" within the meaning of section 4001(a)(3), 4063 or 4064 of ERISA. (vi) Except to the extent stated in Schedule 2.20(c)(iv), no Employee is or will become entitled to post-employment benefits of any kind by reason of employment with the Company, including death or medical benefits (whether or not insured), other than: (A) coverage mandated by section 4980B of the Code; or (B) benefits payable under any Plan qualified under section 401(a) of the Code. (vii) Except for the acceleration of vesting of Options and of Restricted Stock described on Schedule 2.20(c)(vii) and as described in Section 1.3(f), the consummation of the transactions contemplated by the Transaction 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. (viii) Schedule 2.20(c)(viii) lists the Company's liabilities and obligations to or in respect of the Employees or the Plans as of the date of this Agreement for: (A) unpaid compensation, salaries, wages, vacation and sick pay, disability payments and other payroll items (including 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 before the Effective Time or otherwise in connection with the consummation of the transactions contemplated by the Transaction Agreements. As of the Closing Dates, such liabilities and obligations will not exceed $50,000.

Compliance; Liability. (i) No Plan is subject To the Knowledge of Sellers, no event, transaction or condition has occurred or exists with respect to section 412 of the Code or section 302 of Title IV of ERISA. (ii) None of the Company, its Subsidiaries or any Related Person has been involved Plans that would result in any transaction that could cause the Company or any Related Person or the Surviving Corporation to be subject to liability under section 4069 or 4212 of ERISA. None of the Company, its Subsidiaries, the Surviving Corporation or 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 and no event, transaction or condition has occurred or exists that could result in any such liability following the Closing to the Company, its Subsidiaries, the Surviving Corporation, any such Related Person Buyer or any of their its Affiliates. (iii) . All contributions and premiums required to have been paid by the Company and Sellers or ATPG to each Related Person to any employee benefit plan (within the meaning of section 3(3) of ERISA) (including each plan) Plan under the terms of any such plan Plan or its related trust, insurance contract or other funding arrangement, or under 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 planPlan, agreement or applicable Law. (ivii) Each of the Plans has been operated and administered in all material respects in compliance with its terms, the Law all applicable Laws and all applicable collective bargaining agreements, except for any failure so to comply that, individually or in the aggregate, would not have or result in a Material Adverse Effect. There To the Knowledge of Sellers, there are no material pending or, to the Company's knowledge, or threatened claims by or on behalf of any of the Plans, by any Transferred Employee (as defined below) or otherwise involving any such Plan or the assets of any Plan (other than routine claims for benefits, all of which have been fully reserved for on Financial Statements). (viii) No Except as set forth in SCHEDULE 5.15(c)(iii), no Plan is a "multiple employer plan" within the meaning of section 4001(a)(3), Section 4063 or 4064 of ERISA or a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA. (viiv) Except to the extent stated as set forth in Schedule 2.20(c)(ivSCHEDULE 5.15(c)(iv), no Employee Plan is or will become entitled subject to post-employment benefits of any kind by reason of employment with the Company, including death or medical benefits (whether or not insured), other than: (A) coverage mandated by section 4980B Section 412 of the Code; or (B) benefits payable under any Plan qualified under section 401(a) Code or Section 302 or Title IV of the CodeERISA. (vii) Except for the acceleration of vesting of Options and of Restricted Stock described on Schedule 2.20(c)(vii) and as described in Section 1.3(f), the consummation of the transactions contemplated by the Transaction 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. (viii) Schedule 2.20(c)(viii) lists the Company's liabilities and obligations to or in respect of the Employees or the Plans as of the date of this Agreement for: (A) unpaid compensation, salaries, wages, vacation and sick pay, disability payments and other payroll items (including 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 before the Effective Time or otherwise in connection with the consummation of the transactions contemplated by the Transaction Agreements. As of the Closing Dates, such liabilities and obligations will not exceed $50,000.

Compliance; Liability. (i) No Plan is subject to section 412 of the Code or section 302 of Title IV of ERISA. (ii) None of the Company, any of its Subsidiaries Subsidiaries, or any Related Person has been involved in any transaction that could cause the Company or Company, its Subsidiaries, any such Related Person or or, following the Surviving Corporation Closing, the Purchaser, to be subject to liability under section Section 4069 or 4212 of ERISA. None of the Company, its Subsidiaries, the Surviving Corporation or 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 and and, to the knowledge of the Company, no event, transaction or condition has occurred or exists that could result in any such liability to the Company, its Subsidiaries, the Surviving Corporation, any such Related Person or, following the Closing, the Purchaser or any of their its Affiliates. (iii) . All contributions and premiums required to have been paid by the Company Company, its Subsidiaries, and each Related Person to any employee benefit plan (within the meaning of section 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 under 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. (ivii) Each of the Plans has been operated and administered in all material respects in compliance with its terms, the Law all applicable Laws and all applicable collective bargaining agreements. There are no material pending or, to the knowledge of the Company's knowledge, threatened claims by or on behalf of any of the Plans, by any Employee or otherwise involving any such Plan or the assets of any Plan (other than routine claims for benefits, all of which have been fully reserved for on Financial Statementsthe regularly prepared balance sheets of the Company or its Subsidiaries). (viii) No Plan is a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA or a "multiple employer plan" within the meaning of section 4001(a)(3), Section 4063 or 4064 of ERISA. (viiv) Except No Plan is subject to Section 412 of the extent stated in Schedule 2.20(c)(iv), no Code or Section 302 or Title IV of ERISA. (v) No Employee is or will become entitled to post-employment benefits of any kind by reason of employment with the CompanyCompany or its Subsidiaries, including including, without limitation, death or medical benefits (whether or not insured), other than: than (Ax) coverage mandated by section Section 4980B of the Code; or Code or - applicable state law, (By) retirement benefits payable under any Plan qualified - under section Section 401(a) of the Code. Code or (viiz) deferred compensation accrued as a - liability on the Balance Sheet and additional deferred compensation accrued after the date thereof under the same deferred compensation arrangements. Except for the acceleration of vesting of Options and of Restricted Stock described as set forth on Schedule 2.20(c)(vii3.19(c) and of the Disclosure Letter or as described in Section 1.3(f)otherwise required by law, the consummation of the transactions contemplated by the Transaction Agreements 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. (viii) Schedule 2.20(c)(viii) lists the Company's liabilities and obligations to or in respect of the Employees or the Plans as of the date of this Agreement for: (A) unpaid compensation, salaries, wages, vacation and sick pay, disability payments and other payroll items (including 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 before the Effective Time or otherwise in connection with the consummation of the transactions contemplated by the Transaction Agreements. As of the Closing Dates, such liabilities and obligations will not exceed $50,000.

Compliance; Liability. (i) No Plan is subject to section 412 of the Code liability under Title IV (including Section 4069 or section 4212) or Section 302 of Title IV of ERISA. (ii) None of the Company, its Subsidiaries or any Related Person ERISA has been involved in any transaction that could cause incurred by the Company or any Related Person or the Surviving Corporation to be subject to liability under section 4069 or 4212 of ERISA. None of the Company, its Subsidiaries, the Surviving Corporation or any Related Person has incurred (either directly or indirectly, including as a result of an indemnification obligation) any material liability under 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 has not been satisfied in full and no event, transaction or condition has occurred or exists that could result in any such liability to the Company, its Subsidiaries, the Surviving Corporation, any such Related Person or, following the Closing, Cognitronics or any of their its Affiliates. (iii) . All contributions and premiums required to have been paid by the Company 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 under any Law or collective bargaining agreement (including ERISA and the Code) Company Plan have been timely paid within the earliest time prescribed by any in accordance with such plan, agreement or LawCompany Plan and applicable Laws. (ivii) Each of the Company Plans has been operated and administered in all material respects in compliance with its terms, the Law terms and all applicable collective bargaining agreementsLaws. There are no material pending or, to the Knowledge of the Company's knowledge, threatened claims by or on behalf of any of the Plans, by any Employee or otherwise involving any such Company Plan or the assets of any Company Plan (other than routine claims for benefits, all of which have been fully reserved for on Financial Statementsthe regularly prepared balance sheets of the Company). No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Plan. There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by the IRS, Department of Labor, or any other Governmental Authority with respect to any Company Plan. Neither the Company nor any Related Person has ever incurred any penalty or tax with respect to any Company Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. (viii) No Plan is Neither the Company nor any Related Person has ever maintained, established, sponsored, participated in, contributed to or otherwise incurred any liability under any "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA, a "multiple employer plan" within the meaning of section 4001(a)(3), Section 4063 or 4064 of ERISA, or any employee pension benefit plan (within the meaning of Section 3(2) of ERISA) that is subject to Section 412 of the Code or Section 302 or Title IV of ERISA. (viiv) Except With respect to each Company Plan which is an employee welfare benefit plan (within the extent stated in Schedule 2.20(c)(ivmeaning of Section 3(1) of ERISA), no all claims incurred by Company are (A) insured pursuant to a contract of insurance whereby the insurance company bears any risk of loss with respect to such claims, (B) covered under a contract with a health maintenance organization (an "HMO") pursuant to which the HMO bears the liability for claims or (C) reflected as a liability or accrued for on the Balance Sheet. No Employee is or will become entitled to post-post- employment benefits of any kind by reason of employment with the Company, including death or medical benefits (whether or not insured), other than: than (Ax) coverage mandated by section Section 4980B of the Code; or , (By) retirement benefits payable under any Company Plan qualified under section Section 401(a) of the Code. Code or (viiz) Except for deferred compensation accrued as a liability on the acceleration of vesting of Options and of Restricted Stock described on Schedule 2.20(c)(vii) and as described in Section 1.3(f), the Balance Sheet. The consummation of the transactions contemplated by this Agreement and the Transaction 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. (viii) Schedule 2.20(c)(viii) lists the Company's liabilities and obligations to or in respect of the Employees or the Plans as of the date of this Agreement for: (A) unpaid compensation, salaries, wages, vacation and sick pay, disability payments and other payroll items (including 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 before the Effective Time or otherwise in connection with the consummation of the transactions contemplated by the Transaction Agreements. As of the Closing Dates, such liabilities and obligations will not exceed $50,000.

Compliance; Liability. (i) No Each Plan is subject to section 412 satisfies any applicable --------------------- minimum funding or reserve requirements under the Code, ERISA, comparable provisions of the Code non-U.S. Law or section 302 other provisions of Title IV of ERISA. (ii) any such Plan or related agreements. None of the Company, any of its Subsidiaries Subsidiaries, or any Related Person has been involved in any transaction that could cause the Company or Company, its Subsidiaries, any such Related Person or or, following the Surviving Corporation Closing, MergerCo, to be subject to any material liability under section Section 4069 or 4212 of ERISAERISA or comparable Law of a non-U.S. jurisdiction. None of the Company, its Subsidiaries, the Surviving Corporation or 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 comparable Law of a non-U.S. jurisdiction or the penalty, excise Tax or joint and several liability provisions of the Code relating to employee benefit plans or comparable Law of a non-U.S. jurisdiction and no event, transaction or condition has occurred or exists that that, assuming the taxable period of such transaction expired as of the date hereof, could result in any such liability to the Company, its Subsidiaries, the Surviving Corporation, any such Related Person or, following the Closing, MergerCo or any of their its Affiliates. (iii) . All contributions and premiums required to have been paid by the Company Company, its Subsidiaries, and each Related Person to any employee benefit plan (within the meaning of section 3(3) of ERISA) (including each plan) Plan under the terms of any such plan Plan or its related trust, insurance contract or other funding arrangement, or under pursuant to any applicable Law or collective bargaining agreement the provisions of such Plan or related agreements (including ERISA and the Code) have been paid within the earliest time prescribed by any such plan, agreement or applicable Law. (ivii) Each of the Plans has been operated and administered in all material respects in compliance with its terms, the Law all applicable Laws and all applicable collective bargaining agreements, workers' or similar council agreements and approved social plans. There are no material pending or, to the knowledge of the Company's knowledge, threatened claims by or on behalf of any of the Plans, by any Employee or otherwise involving any such Plan or the assets of any Plan (other than routine claims for benefits, all of which have been fully reserved for on Financial Statementsthe regularly prepared balance sheets of the Company or its Subsidiaries). (viii) No Plan is a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA or a "multiple employer plan" within the meaning of section 4001(a)(3), Section 4063 or 4064 of ERISA. (viiv) No Plan is subject to Section 412 of the Code or Section 302 or Title IV of ERISA. (v) Except to the extent stated as set forth in Schedule 2.20(c)(iv)2.19(c) of the Disclosure Letter, no Employee is or will become entitled to post-employment benefits of any kind by reason of employment with the CompanyCompany or its Subsidiaries, including including, without limitation, death or medical benefits (whether or not insured), other than: than (Ax) - coverage mandated by section Section 4980B of the Code; or , (By) retirement benefits payable - under any Plan qualified under section Section 401(a) of the Code. Code or in effect in any jurisdiction outside of the U.S. or (viiz) deferred compensation accrued as a - liability on the Balance Sheet and additional deferred compensation accrued after the date thereof under the same deferred compensation arrangements. Except for the acceleration of vesting of Options and of Restricted Stock described as set forth on Schedule 2.20(c)(vii2.19(c) and as described in Section 1.3(f)of the Disclosure Letter, the consummation of the transactions contemplated by the Transaction Agreements 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. (viii) Schedule 2.20(c)(viii) lists the Company's liabilities and obligations to or in respect of the Employees or the Plans as of the date of this Agreement for: (A) unpaid compensation, salaries, wages, vacation and sick pay, disability payments and other payroll items (including 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 before the Effective Time or otherwise in connection with the consummation of the transactions contemplated by the Transaction Agreements. As of the Closing Dates, such liabilities and obligations will not exceed $50,000.