Common use of Disclosure; Delivery of Copies of Relevant Documents and Other Information Clause in Contracts

Disclosure; Delivery of Copies of Relevant Documents and Other Information. The Disclosure Schedule contains a complete list of Employee Plans and complete copies of each of the following documents have been delivered by Sellers to Buyer: (i) each Employee Plan Document (and, if applicable, related trust agreements) and all amendments thereto, all written interpretations thereof and written descriptions thereof which have been distributed to employees of the Company, any Subsidiary or any ERISA Affiliate, a complete description of any Employee Plan which is not in writing, and all annuity contracts or other funding instruments; (ii) each determination letter issued by the Internal Revenue Service, with respect to each Pension Plan and any pending or the most recent application for such a determination letter; (iii) Annual Reports on Form 5500 Series (including all applicable schedules thereto) required to be filed with any governmental agency for each Employee Plan and tax returns, if any (including all applicable schedules thereto) for each trust related thereto for the five most recent plan years; (iv) all actuarial reports prepared for the five most recent plan years for each Pension Plan; (v) all financial statements and accountant's opinions relating to each Pension Plan and Welfare Plan for the five most recent plan years; (vi) any correspondence or notifications received from any governmental agency relating to Employee Plans; (vii) all administrative forms and related documents used in connection with the administration of the Pension Plans and Welfare Plans; and (viii) all other contracts, agreements, insurance policies and fidelity bonds relating to the Employee Plans. The following information has been supplied or made available by Sellers to Buyer: the age, compensation, service and related data as of the last day of the last plan year for employees and former employees of the Company and its Subsidiaries.

Disclosure; Delivery of Copies of Relevant Documents and Other Information. The Disclosure Schedule contains a complete list of Employee Benefit Plans and a complete copies copy of each of the following documents have has been delivered or made available by Sellers the Companies to Buyer, in each case to the extent applicable: (i) with respect to each Employee Plan Document Benefit Plan, the most recent document (and, if applicable, related trust agreements) and all amendments thereto, all the most recent written interpretations thereof and written descriptions description thereof which have has been distributed to employees of the Company, any Subsidiary KAR or any ERISA AffiliateAffiliate and all annuity contracts or other funding instruments pertaining thereto, a complete description of and for any Employee Benefit Plan which is not in writing, and all annuity contracts or other funding instrumentsa description of the principal features thereof; (ii) each the most recent determination letter issued by the Internal Revenue Service, Service with respect to each ERISA Pension Plan and any pending or the most recent application for such a determination letterletter with respect to each ERISA Pension Plan; (iii) Annual Reports on Form 5500 Series (including all applicable schedules thereto) required to be filed with any governmental agency Governmental Entity for each Employee Benefit Plan and tax returnsTax Returns, if any (including all applicable schedules thereto) for each trust related thereto for the five most recent plan yearsyear (or the three most recent plan years in the case of an ERISA Pension Plan); (iv) all actuarial reports prepared for the five most recent plan years for each Pension Plan; (v) all annual financial statements and accountant's opinions relating to each ERISA Pension Plan and ERISA Welfare Plan for the five three most recent plan years; (viv) any correspondence or notifications received from any governmental agency Governmental Entity during the three most recent plan years relating to Employee PlansBenefit Plans other than routine correspondence relative to Annual Reports on Form 5500 Series; (viivi) all administrative forms and related documents used in connection with the administration a report of the Pension Plans and claims experience under any self-funded ERISA Welfare PlansPlan for the three most recent plan years; and (viiivii) all other contracts, agreements, insurance policies and fidelity bonds relating to the Employee Benefit Plans. The following information has been supplied or made available by Sellers to Buyer: the age, compensation, service and related data as of the last day of the last plan year for employees and former employees of the Company and its Subsidiaries.

Disclosure; Delivery of Copies of Relevant Documents and Other Information. The Section 4.25 of the Disclosure Schedule contains a complete list of Employee Plans which cover or have covered employees of any Target (with respect to their relationship with such entities). True and complete copies of each of the following documents have been delivered by Sellers Seller (or any Target) to Buyer: (i) each Employee Welfare Plan, Pension Plan Document and Multiemployer Plan (and, if applicable, related trust agreements) which covers or has covered employees of any Target (with respect to their relationship with such entities) and all amendments thereto, all written interpretations thereof and written descriptions thereof which have been distributed to any Target’s employees of the Company, any Subsidiary or any ERISA Affiliate, a complete description of any Employee Plan which is not in writing, and all annuity contracts or other funding instruments; , (ii) each Benefit Arrangement which covers or has covered employees of any Target (with respect to their relationship with such entities) including written interpretations thereof and written descriptions thereof which have been distributed to any Target’s employees (including descriptions of the number and level of employees covered thereby) and a complete description of any Benefit Arrangement which is not in writing, (iii) the most recent determination or opinion letter issued by the Internal Revenue Service, Service with respect to each Pension Plan and each Welfare Plan (other than a “multiemployer plan,” as defined in Section 3(37) of ERISA) which covers or has covered employees of any pending or the most recent application for Target (with respect to its relationship with such a determination letter; entities), (iii) Annual Reports on Form 5500 Series (including all applicable schedules thereto) required to be filed with any governmental agency for each Employee Plan and tax returns, if any (including all applicable schedules thereto) for each trust related thereto for the five most recent plan years; (ivv) all actuarial reports prepared for the five most recent last three plan years for each Pension Plan; Plan which covers or has covered employees of any Target or any ERISA Affiliate (v) all financial statements and accountant's opinions relating with respect to each Pension Plan and Welfare Plan for the five most recent plan years; its relationship with such entities), (vi) any correspondence or notifications received from any governmental agency relating to Employee Plans; (vii) all administrative forms and related documents used in connection with the administration a description of the Pension Plans and Welfare Plans; and (viii) all other contracts, agreements, insurance policies and fidelity bonds relating to the Employee Plans. The following information has been supplied or made available by Sellers to Buyer: the complete age, compensationsalary, service and related data as of the last day of the last plan year for employees and former employees of each Target, and (vii) a description setting forth the Company and its Subsidiariesamount of any liability of the company as of the Closing Date for payments more than thirty (30) calendar days past due with respect to each Welfare Plan which covers or has covered employees or former employees of any Target.

Disclosure; Delivery of Copies of Relevant Documents and Other Information. The Disclosure Schedule 4.14(b) contains a complete list of Employee Plans Plans. True and complete copies of each of the following documents have heretofore been delivered or made available by Sellers the Companies to BuyerPurchaser: (i) each Employee Welfare Plan, Pension Plan Document and Multiemployer Plan (and, if applicable, related trust trust, funding and investment agreements) and all amendments thereto, all written interpretations thereof and written descriptions thereof which have been distributed to employees of the CompanyCompanies', any Subsidiary or any ERISA Affiliate's, a complete description of any Employee Plan which is not in writing, employees and all annuity contracts or other funding instruments; , (ii) each Benefit Arrangement (and, if applicable, related trust, funding or investment agreement), including written interpretations thereof and written descriptions thereof which have been distributed to the Companies', or any ERISA Affiliate's, employees (including descriptions of the number and level of employees covered thereby) and a complete description of any such Benefit Arrangement which is not in writing, (iii) the most recent determination letter issued by the Internal Revenue Service, Service with respect to each Pension Plan and any pending or Plan, (iv) for the three most recent application for such a determination letter; (iii) plan years, Annual Reports on Form 5500 Series (including all applicable schedules thereto) required to be filed with any governmental agency for each Employee Plan and tax returnsPension Plan, if any (including all applicable schedules thereto) for each trust related thereto for the five most recent plan years; (ivv) all actuarial reports prepared for the five most recent last three plan years for each Pension Plan; (v) all financial statements and accountant's opinions relating to each Pension Plan and Welfare Plan for the five most recent plan years; , (vi) any correspondence or notifications received from any governmental agency relating to Employee Plans; (vii) all administrative forms and related documents used in connection with the administration a description of the Pension Plans and Welfare Plans; and (viii) all other contracts, agreements, insurance policies and fidelity bonds relating to the Employee Plans. The following information has been supplied or made available by Sellers to Buyer: the complete age, compensationsalary, service and related data as of the last day of the last plan fiscal year for employees and former employees of the Company Companies and its Subsidiarieseach ERISA Affiliate, and (vii) a description setting forth the amount of any liability of any of the Companies as of the Closing Date for payments more than thirty days past due with respect to each Welfare Plan.

Disclosure; Delivery of Copies of Relevant Documents and Other Information. The Section 5.7(b) of the CAMC Advisor Disclosure Schedule contains a complete list of Employee Plans which cover or have covered CAMC Employees (with respect to their relationship with CAMC Advisor). True and complete copies of each of the following documents have been delivered by Sellers to BuyerCWM REIT: (i) each Employee Welfare Plan, Pension Plan Document and Multiemployer Plan (and, if applicable, related trust agreements, annuity contracts or other funding instruments) which covers or has covered CAMC Employees (with respect to their relationship with CAMC Advisor) and all amendments thereto, all written interpretations thereof and written descriptions thereof which have been distributed to employees of the Company, any Subsidiary or any ERISA Affiliate, a complete description of any Employee Plan which is not in writing, and all annuity contracts or other funding instruments; , (ii) each Benefit Arrangement which covers or has covered CAMC Employees (with respect to their relationship with CAMC Advisor), (iii) the most recent determination letter issued by the Internal Revenue ServiceIRS, with respect to each Pension Plan which covers or has covered CAMC Employees (with respect to their relationship with CAMC Advisor) and any pending outstanding request for a determination letter, (iv) any ruling letter or interpretive letter issued by the Department of Labor, the IRS, or any other governmental agency with respect to each Employee Plan which covers or has covered CAMC Employees (with respect to their relationship with CAMC Advisor), (v) for the most recent application for such plan year (or, in the case of a determination letter; (iiidefined benefit pension plan the two most recent plan years) Annual Reports annual reports on Form 5500 Series (including all applicable schedules thereto) required to be filed with any governmental agency for each Employee Pension Plan and tax returnswhich covers or has covered CAMC Employees (with respect to their relationship with CAMC Advisor), if any (including all applicable schedules thereto) for each trust related thereto for the five most recent plan years; (ivvi) all actuarial reports prepared for the five most recent last two plan years for each Pension Plan; Plan which covers or has covered CAMC Employees (v) all financial statements and accountant's opinions relating with respect to each Pension Plan and Welfare Plan for the five most recent plan years; (vi) any correspondence or notifications received from any governmental agency relating to Employee Plans; their relationship with CAMC Advisor), (vii) all administrative forms and related documents used in connection with the administration a description of the Pension Plans and Welfare Plans; and (viii) all other contracts, agreements, insurance policies and fidelity bonds relating to the Employee Plans. The following information has been supplied or made available by Sellers to Buyer: the complete age, compensationsalary, service and related data as of the last day of the last plan year for employees CAMC Employees, and former employees (viii) a description setting forth the amount of any liability of CAMC Advisor as of the Company and its Subsidiariesdate of this Agreement for payments more than thirty days past due with respect to each Welfare Plan which covers or has covered CAMC Employees.

Disclosure; Delivery of Copies of Relevant Documents and Other Information. The SECTION 4.15 of the Disclosure Schedule Letter contains a complete list of Employee Plans (other than immaterial Benefit Arrangements) which cover or, with respect to any Pension Plan or Multiemployer Plan subject to Title IV of ERISA, within the past six years, has covered current or former employees, directors, officers or consultants of the Company or its Subsidiaries. True and complete copies of each of the following documents have been delivered by Sellers made available to BuyerSub: (i) each Employee Welfare Plan Document and Pension Plan (and, if applicable, related trust agreements) which covers or has covered current or former employees, directors, officers or consultants of the Company or its Subsidiaries and all amendments thereto, all written interpretations thereof and written descriptions thereof which have been distributed to employees of the Company's employees, any Subsidiary directors, officers or any ERISA Affiliate, a complete description of any Employee Plan which is not in writing, consultants and all annuity contracts or other funding instruments; , (ii) each material Benefit Arrangement which covers current or former employees, directors, officers or consultants of the Company or its Subsidiaries including the most recent written descriptions thereof which have been distributed to the Company's employees (including descriptions of the number and level of employees covered by any Benefit Arrangements providing severance benefits or bonus payments) and a complete description of any material Benefit Arrangement which is not in writing, (iii) the most recent determination or opinion letter issued by the Internal Revenue Service, Service or analogous ruling under foreign law with respect to each Pension Plan and any pending each applicable Welfare Plan (other than a Multiemployer Plan) which covers current or former employees, directors, officers or consultants of the Company or its Subsidiaries, (iv) for the three most recent application for such a determination letter; (iii) plan years prior to the date of this Agreement, Annual Reports on Form 5500 Series (including all applicable schedules thereto) required to be filed with any governmental agency for each Employee Pension Plan and tax returnseach Welfare Plan (other than a Multiemployer Plan) which covers or, if with respect to any Pension Plan subject to Title IV of ERISA, within the past six years, has covered current or former employees, directors, officers or consultants of the Company or its Subsidiaries, (including all applicable schedules thereto) for each trust related thereto for the five most recent plan years; (ivv) all actuarial reports prepared for the five most recent last three plan years for each Pension Plan; Plan which covers or has covered current or former employees, directors, officers or consultants of the Company or its Subsidiaries, and (vvi) all financial statements nondiscrimination tests performed under the Code (including, without limitation, 401(k) and accountant's opinions relating to 401(m) tests) for each Pension Plan and Welfare which covers or, with respect to any Pension Plan for subject to Title IV of ERISA, within the five most recent plan past six years; (vi) any correspondence , has covered current or notifications received from any governmental agency relating to Employee Plans; (vii) all administrative forms and related documents used in connection with the administration of the Pension Plans and Welfare Plans; and (viii) all other contractsformer employees, agreementsdirectors, insurance policies and fidelity bonds relating to the Employee Plans. The following information has been supplied officers or made available by Sellers to Buyer: the age, compensation, service and related data as of the last day of the last plan year for employees and former employees consultants of the Company and or its Subsidiaries.

Disclosure; Delivery of Copies of Relevant Documents and Other Information. The Section 3.19 of the LinkSpot Disclosure Schedule contains a complete list of of, or reference to, Employee Plans which cover or have covered employees of LinkSpot (with respect to their relationship with LinkSpot). To the extent applicable, true and complete copies of each of the following documents have been delivered by Sellers or made available to BuyerICOA: (i) each Employee Welfare Plan Document and Pension Plan (and, if applicable, related trust agreements) and all amendments thereto, all written interpretations thereof by LinkSpot and written descriptions thereof by LinkSpot which have been distributed by LinkSpot to the employees of the Company, any Subsidiary or any ERISA Affiliate, a complete description of any Employee Plan which is not in writing, LinkSpot and all annuity contracts or other funding instruments; , (ii) each Benefit Arrangement including written interpretations thereof by LinkSpot and written descriptions thereof by LinkSpot which have been distributed by LinkSpot to LinkSpot's employees (including descriptions of the number and level of employees covered thereby) and a complete description of any such Benefit Arrangement which is not in writing, (iii) the most recent determination letter issued by the Internal Revenue Service, Service with respect to each Pension Plan and any pending or Plan, (iv) for the three most recent application for such a determination letter; (iii) plan years, Annual Reports on Form 5500 Series (including all applicable schedules thereto) required to be filed with any governmental agency for each Employee Plan and tax returns, if any (including all applicable schedules thereto) for each trust related thereto for the five most recent plan years; (iv) all actuarial reports prepared for the five most recent plan years for each Pension Plan; , (v) all financial statements and accountant's opinions relating to each Pension Plan and Welfare Plan for the five most recent plan years; (vi) any correspondence or notifications received from any governmental agency relating to Employee Plans; (vii) all administrative forms and related documents used in connection with the administration a description of the Pension Plans and Welfare Plans; and (viii) all other contracts, agreements, insurance policies and fidelity bonds relating to the Employee Plans. The following information has been supplied or made available by Sellers to Buyer: the complete age, compensationsalary, service and related data as of the last day of the last plan year for employees and former employees of LinkSpot, and (vi) a description setting forth the Company and its Subsidiariesamount of any liability of LinkSpot as of the Closing Date for payments more than 30 days past due with respect to each Welfare Plan.

Disclosure; Delivery of Copies of Relevant Documents and Other Information. The Disclosure Schedule 4.19 contains a complete list of Employee Plans which cover current or continues to cover former employees of Seller involved in the Business (with respect to their relationship with such entities). True and complete copies of each of the following documents have been delivered by Sellers Seller to Buyer: (i) each Employee Plan Document and Multiemployer Plan (and, if applicable, related trust agreements) which covers or has covered employees of Seller involved in the Business (with respect to their relationship with such entities) and all amendments thereto, all written interpretations thereof and written descriptions thereof which have been distributed to Seller’s employees and all annuity contracts or other funding instruments, (ii) each Employee Plan which covers current or continues to cover former employees of Seller involved in the Company, any Subsidiary or any ERISA Affiliate, Business (with respect to their relationship with such entities) including written interpretations thereof and written descriptions thereof which have been distributed to Seller’s employees and a complete description of any Employee Plan which is not in writing, and all annuity contracts (iii) the most recent determination or other funding instruments; (ii) each determination opinion letter issued by the Internal Revenue Service, Service with respect to each Pension Employee Plan and any pending (other than a “multiemployer plan”, as defined in Section 3(37) of ERISA) which covers or has covered employees of Seller (with respect to its relationship with such entities), (iv) for the three most recent application for such a determination letter; (iii) plan years, Annual Reports on Form 5500 Series (including all applicable schedules and attachments thereto) required to be filed with any governmental agency for each Employee Pension Plan and tax returnswhich covers or has covered employees of Seller (with respect to its relationship with such entities), if any (including all applicable schedules thereto) for each trust related thereto for the five most recent plan years; (ivv) all actuarial reports prepared for the five most recent last three plan years for each Pension Plan; Plan which covers or has covered employees of Seller involved in the Business (v) all financial statements and accountant's opinions relating with respect to each Pension Plan and Welfare Plan for the five most recent plan years; its relationship with such entities), (vi) any correspondence or notifications received from any governmental agency relating to Employee Plans; (vii) all administrative forms and related documents used in connection with the administration for each such Pension Plan, a description of the Pension Plans and Welfare Plans; and (viii) all other contracts, agreements, insurance policies and fidelity bonds relating to the Employee Plans. The following information has been supplied or made available by Sellers to Buyer: the complete age, compensationsalary, service and related data as of the last day of the last plan year for employees and former employees of Seller, and (vii) a description setting forth the Company and its Subsidiariesamount of any Liability of Seller as of the Closing Date for payments more than thirty (30) calendar days past due with respect to each Welfare Plan which covers or has covered employees or former employees of Seller involved in the Business.

Disclosure; Delivery of Copies of Relevant Documents and Other Information. The Disclosure Schedule 3.13 contains a complete list of Employee Plans which cover or have covered employees of Sellers or the Company (with respect to their relationship with such entities). True and complete copies of each of the following documents have been delivered by Sellers to Buyer: (i) each Employee Welfare Plan, Pension Plan Document and Multiemployer Plan (and, if applicable, related trust agreements) which covers or has covered employees of Sellers or the Company (with respect to their relationship with such entities) and all amendments thereto, all written interpretations thereof and written descriptions thereof which have been distributed to employees of Sellers' or the Company, any Subsidiary or any ERISA Affiliate, a complete description of any Employee Plan which is not in writing, 's employees and all annuity contracts or other funding instruments; , (ii) each Benefit Arrangement which covers or has covered employees of Sellers or the Company (with respect to their relationship with such entities) including written interpretations thereof and written descriptions thereof which have been distributed to Sellers' or the Company's employees (including descriptions of the number and level of employees covered thereby) and a complete description of any Benefit Arrangement which is not in writing, (iii) the most recent determination or opinion letter issued by the Internal Revenue Service, IRS with respect to each Pension Plan and any pending each Welfare Plan (other than a "multiemployer plan", as defined in Section 3(37) of ERISA) which covers or has covered employees of Sellers or the Company (with respect to its relationship with such entities), (iv) for the three most recent application for such a determination letter; (iii) plan years, Annual Reports on Form 5500 Series (including all applicable schedules thereto) required to be filed with any governmental agency for each Employee Pension Plan and tax returnseach Welfare Plan (other than a "multi-employer plan", if any as defined in Section 3(37) of ERISA) which covers or has covered employees of Sellers or the Company (including all applicable schedules thereto) for each trust related thereto for the five most recent plan years; with respect to its relationship with such entities), (ivv) all actuarial reports prepared for the five most recent last three plan years for each Pension Plan; Plan which covers or has covered employees of Sellers or the Company (v) all financial statements and accountant's opinions relating with respect to each Pension Plan and Welfare Plan for the five most recent plan years; its relationship with such entities), (vi) any correspondence or notifications received from any governmental agency relating to Employee Plans; (vii) all administrative forms and related documents used in connection with the administration a description of the Pension Plans and Welfare Plans; and (viii) all other contracts, agreements, insurance policies and fidelity bonds relating to the Employee Plans. The following information has been supplied or made available by Sellers to Buyer: the complete age, compensationsalary, service and related data as of the last day of the last plan year for employees and former employees of Sellers and the Company, and (vii) a description setting forth the amount of any liability of the Company and its Subsidiariesas of the Closing Date for payments more than thirty calendar days past due with respect to each Welfare Plan which covers or has covered employees or former employees of Sellers or the Company.

Disclosure; Delivery of Copies of Relevant Documents and Other Information. The Disclosure Schedule 4.18(b) contains a complete list of Employee Plans Plans. True and complete copies of each of the following documents have been delivered or made available by Sellers the Company to Buyer: Purchaser (i) each Employee Welfare Plan, Pension Plan Document and Multiemployer Plan (and, if applicable, related trust trust, funding and investment agreements) and all amendments thereto, all written interpretations thereof and written descriptions thereof which have been distributed to employees of the Company, any Subsidiary 's or any ERISA Affiliate, a complete description of any Employee Plan which is not in writing, 's employees and all annuity contracts or other funding instruments; , (ii) each Benefit Arrangement (and, if applicable, related trust, funding or investment agreement), including written interpretations thereof and written descriptions thereof which have been distributed to the Company's or any ERISA Affiliate's employees (including descriptions of the number and level of employees covered thereby) and a complete description of any such Benefit Arrangement which is not in writing, (iii) the most recent determination letter issued by the Internal Revenue Service, Service with respect to each Pension Plan and any pending or Plan, (iv) for the three most recent application for such a determination letter; (iii) plan years, Annual Reports on Form 5500 Series (including all applicable schedules thereto) required to be filed with any governmental agency for each Employee Plan and tax returnsPension Plan, if any (including all applicable schedules thereto) for each trust related thereto for the five most recent plan years; (ivv) all actuarial reports prepared for the five most recent last three plan years for each Pension Plan; (v) all financial statements and accountant's opinions relating to each Pension Plan and Welfare Plan for the five most recent plan years; , (vi) any correspondence or notifications received from any governmental agency relating to Employee Plans; (vii) all administrative forms and related documents used in connection with the administration a description of the Pension Plans and Welfare Plans; and (viii) all other contracts, agreements, insurance policies and fidelity bonds relating to the Employee Plans. The following information has been supplied or made available by Sellers to Buyer: the complete age, compensationsalary, service and related data as of the last day of the last plan fiscal year for employees and former employees of the Company and its Subsidiarieseach ERISA Affiliate who are entitled to benefits under such plan, and (vii) a description setting forth the amount of any liability of the Company as of the Closing Date for payments more than thirty days past due with respect to each Welfare Plan.

Disclosure; Delivery of Copies of Relevant Documents and Other Information. The Disclosure Schedule SCHEDULE 4.19 contains a complete list of Employee Plans which cover current or continues to cover former employees of Seller involved in the Business (with respect to their relationship with such entities). True and complete copies of each of the following documents have been delivered by Sellers Seller to Buyer: (i) each Employee Plan Document and Multiemployer Plan (and, if applicable, related trust agreements) which covers or has covered employees of Seller involved in the Business (with respect to their relationship with such entities) and all amendments thereto, all written interpretations thereof and written descriptions thereof which have been distributed to Seller's employees and all annuity contracts or other funding instruments, (ii) each Employee Plan which covers current or continues to cover former employees of Seller involved in the Company, any Subsidiary or any ERISA Affiliate, Business (with respect to their relationship with such entities) including written interpretations thereof and written descriptions thereof which have been distributed to Seller's employees and a complete description of any Employee Plan which is not in writing, and all annuity contracts (iii) the most recent determination or other funding instruments; (ii) each determination opinion letter issued by the Internal Revenue Service, Service with respect to each Pension Employee Plan and any pending (other than a "multiemployer plan", as defined in Section 3(37) of ERISA) which covers or has covered employees of Seller (with respect to its relationship with such entities), (iv) for the three most recent application for such a determination letter; (iii) plan years, Annual Reports on Form 5500 Series (including all applicable schedules and attachments thereto) required to be filed with any governmental agency for each Employee Pension Plan and tax returnswhich covers or has covered employees of Seller (with respect to its relationship with such entities), if any (including all applicable schedules thereto) for each trust related thereto for the five most recent plan years; (ivv) all actuarial reports prepared for the five most recent last three plan years for each Pension Plan; Plan which covers or has covered employees of Seller involved in the Business (v) all financial statements and accountant's opinions relating with respect to each Pension Plan and Welfare Plan for the five most recent plan years; its relationship with such entities), (vi) any correspondence or notifications received from any governmental agency relating to Employee Plans; (vii) all administrative forms and related documents used in connection with the administration for each such Pension Plan, a description of the Pension Plans and Welfare Plans; and (viii) all other contracts, agreements, insurance policies and fidelity bonds relating to the Employee Plans. The following information has been supplied or made available by Sellers to Buyer: the complete age, compensationsalary, service and related data as of the last day of the last plan year for employees and former employees of Seller, and (vii) a description setting forth the Company and its Subsidiariesamount of any Liability of Seller as of the Closing Date for payments more than thirty (30) calendar days past due with respect to each Welfare Plan which covers or has covered employees or former employees of Seller involved in the Business.

Disclosure; Delivery of Copies of Relevant Documents and Other Information. The Disclosure Schedule contains a complete list of Employee Benefit Plans and a complete copies copy of each of the following documents have has been delivered or made available by Sellers the Companies to Buyer, in each case to the extent applicable: (i) with respect to each Employee Plan Document Benefit Plan, the most recent document (and, if applicable, related trust agreements) and all amendments thereto, all the most recent written interpretations thereof and written descriptions description thereof which have has been distributed to employees of the Company, any Subsidiary Companies or any ERISA AffiliateAffiliate and all annuity contracts or other funding instruments pertaining thereto, a complete description of and for any Employee Benefit Plan which is not in writing, and all annuity contracts or other funding instrumentsa description of the principal features thereof; (ii) each the most recent determination letter issued by the Internal Revenue Service, Service with respect to each ERISA Pension Plan and any pending or the most recent application for such a determination letterletter with respect to each ERISA Pension Plan; (iii) Annual Reports on Form 5500 Series (including all applicable schedules thereto) required to be filed with any governmental agency Governmental Entity for each Employee Benefit Plan and tax returnsTax Returns, if any (including all applicable schedules thereto) for each trust related thereto for the five most recent plan yearsyear (or the three most recent plan years in the case of an ERISA Pension Plan); (iv) all actuarial reports prepared for the five most recent plan years for each Pension Plan; (v) all annual financial statements and accountant's opinions relating to each ERISA Pension Plan and ERISA Welfare Plan for the five three most recent plan years; (viv) any correspondence or notifications received from any governmental agency Governmental Entity during the three most recent plan years relating to Employee Plans; (vii) all administrative forms and related documents used in connection with the administration of the Pension Plans and Welfare Plans; and (viii) all other contracts, agreements, insurance policies and fidelity bonds relating to the Employee Plans. The following information has been supplied or made available by Sellers to Buyer: the age, compensation, service and related data as of the last day of the last plan year for employees and former employees of the Company and its Subsidiaries.to

Disclosure; Delivery of Copies of Relevant Documents and Other Information. The Disclosure Schedule contains a complete list of Employee Plans which cover or have covered employees of Company (with respect to their relationship with such entities). True and complete copies of each of the following documents have been delivered by Sellers Company to BuyerParent: (i) each Employee Welfare Plan, Pension Plan Document and Multiemployer Plan (and, if applicable, related trust agreements) which covers or has covered employees of Company (with respect to their relationship with such entities) and all amendments thereto, all written interpretations thereof and written descriptions thereof which have been distributed to Company's employees and all annuity contracts or other funding instruments, (ii) each Employee Plan which covers or has covered employees of Company (with respect to their relationship with such entities) including written interpretations thereof and written descriptions thereof which have been distributed to Company's employees (including descriptions of the Company, any Subsidiary or any ERISA Affiliate, number and level of employees covered thereby) and a complete description of any Employee Plan which is not in writing, and all annuity contracts (iii) the most recent determination or other funding instruments; (ii) each determination opinion letter issued by the Internal Revenue Service, Service or analogous ruling under foreign law with respect to each Pension Plan and any pending each Welfare Plan (other than a "multiemployer plan", as defined in Section 3(37) of ERISA) which covers or has covered employees of Company (with respect to its relationship with such entities), (iv) for the three most recent application for such a determination letter; (iii) plan years, Annual Reports on Form 5500 Series (including all applicable schedules thereto) required to be filed with any governmental agency for each Employee Pension Plan and tax returnswhich covers or has covered employees of Company (with respect to its relationship with such entities), if any (including all applicable schedules thereto) for each trust related thereto for the five most recent plan years; (ivv) all actuarial reports prepared for the five most recent last three plan years for each Pension Plan; (v) all financial statements and accountant's opinions relating to each Pension Plan and Welfare Plan for the five most recent plan years; (vi) any correspondence which covers or notifications received from any governmental agency relating to Employee Plans; (vii) all administrative forms and related documents used in connection with the administration of the Pension Plans and Welfare Plans; and (viii) all other contracts, agreements, insurance policies and fidelity bonds relating to the Employee Plans. The following information has been supplied or made available by Sellers to Buyer: the age, compensation, service and related data as of the last day of the last plan year for employees and former covered employees of the Company and (with respect to its Subsidiaries.relationship with such entities),

Disclosure; Delivery of Copies of Relevant Documents and Other Information. The Disclosure Schedule 4.8 contains a complete list of Employee Plans which cover or have covered present or former employees, directors or consultants of the Company or any of its Subsidiaries (with respect to their relationship with such entities) (each, a "Company Employee Plan"). True and complete copies of each of the following Company Employee Plan documents have been delivered or made available by Sellers the Company to Buyerthe Purchaser: (i) each Company Employee Plan Document document (and, if applicable, related trust agreementsagreements and all annuity contracts or other funding instruments) and all amendments thereto, all written interpretations thereof and reasonably available written descriptions thereof which have been distributed to employees of the Company, any Subsidiary or any 's employees and those of its ERISA Affiliate, Affiliates and a complete description of any Company Employee Plan Plan, which is not in writingwriting (including a description of the number and level of employees covered thereby), and all annuity contracts or other funding instruments; (ii) each the most recent determination or opinion letter issued by the Internal Revenue Service, Service with respect to each Pension Plan and each Welfare Plan (other than a Multiemployer Plan), which covers or has covered employees of the Company or any pending or the most recent application for of its ERISA Affiliates (with respect to their relationship with such a determination letter; entities), (iii) for the three most recent plan years, any Annual Reports on Form 5500 Series (including all applicable schedules thereto) required to be filed with any governmental agency for each Employee Pension Plan and tax returnswhich covers or has covered employees or former employees of the Company or any of its ERISA Affiliates (with respect to their relationship with such entities) (each, if any (including all applicable schedules thereto) for each trust related thereto for the five most recent plan years; a "Company Pension Plan"), (iv) all any actuarial reports prepared for the five most recent last three plan years for each Pension Plan; Plan which covers or has covered present or former employees, directors or consultants of the Company or any of its Subsidiaries (with respect to their relationship with such entities), (v) all financial statements and accountant's opinions relating to each Pension Plan and Welfare Plan for the five most recent plan years; (vi) any correspondence or notifications received from any governmental agency relating to Employee Plans; (vii) all administrative forms and related documents used in connection with the administration a tabulation of the Pension Plans and Welfare Plans; and (viii) all other contracts, agreements, insurance policies and fidelity bonds relating to the Employee Plans. The following information has been supplied or made available by Sellers to Buyer: the age, compensationsalary, service and related data as of the last day of the last plan year for employees of the Company or any of its Subsidiaries and (vi) a description setting forth the amount of any liability of the Company or any of its Subsidiaries as of the Closing Date for payments more than thirty (30) calendar days past due with respect to each Welfare Plan which covers or has covered employees or former employees of the Company and or any of its Subsidiaries.