Common use of Documents Clause in Contracts

Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, all related trust documents and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available to Parent Buyer: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year, if required; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company Seller has provided or made available to Parent (i) Buyer correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan Plan, International Employee Plan, and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related contracts, agreements and trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanySeller; (ixviii) all material correspondence to or from any governmental agency relating to any Company Seller Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Employee Plan for the most recent plan yearPlan; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company Saturn has provided or made available to Parent (i) Nova correct and complete copies of of: (i) all documents embodying or relating to each Company Saturn Employee Plan and each Saturn Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Saturn Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Saturn Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Saturn Employee Plan or related trustPlan; (iv) if the Company Saturn Employee Plan is funded, the most recent annual and periodic accounting of Company Saturn Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Saturn Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Saturn Employee or Saturn Employees relating to any Company Saturn Employee Plan and any proposed Company Saturn Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanySaturn; (ixviii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Saturn Employee Plan; (xix) all model COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Saturn Employee Plan for the most recent plan yearPlan; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Saturn Employee Plan.. Neither Saturn or any Saturn ERISA Affiliate has any plan or commitment to establish any new Saturn Employee Plan or Saturn Employee Agreement, to modify any Saturn Employee Plan or Saturn Employee Agreement (except to the extent required by law or to conform any such Saturn Employee Plan or Saturn Employee Agreement to the requirements of any applicable law, in each case as previously disclosed to Nova in writing, or as required by this Agreement), or to adopt or enter into any Saturn Employee Plan or Saturn Employee Agreement

Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto, or otherwise), if any, required under ERISA ERISA, the IRC or the Code other applicable law in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Planletters; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all or oral communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) all model COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available to Parent Parent: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan Plan, International Employee Plan, and each Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all samples of standard COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all the three (3) most recent plan years discrimination tests for each Company Employee Plan for the most recent plan yearPlan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan, a written interpretations thereofdescription of each material Company Employee Plan that is not set forth in a written document; (ii) the three (3) most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto, or otherwise), if any, required under ERISA or ERISA, the Code or other applicable Legal Requirement in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (viv) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all material applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (viivi) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would reasonably be expected to result in any material liability to the Company; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xviii) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable Legal Requirements); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company STB has provided or made available to Parent 3Dfx (i) correct and complete copies of all documents embodying or relating to each Company STB Employee Plan and each STB Employee Agreement including, without limitation, including all amendments thereto, all related trust documents thereto and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company STB Employee Plan; (iii) the three most recent annual reports (Series 5500 and ad all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company STB Employee Plan or related trust; (iv) if the Company STB Employee Plan is funded, the most recent annual and periodic period accounting of Company STB Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company STB Employee Plan; (vi) all IRS determination, opinion, notification and advisory determination letters and rulings relating to Company STB Employee Plans and copies of all applications and correspondence to or from the IRS, DOL IRS or any other governmental agency the Department of Labor ("DOL") with respect to any Company STB Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any STB Employee or STB Employees relating to any Company STB Employee Plan and any proposed Company STB Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan yearSTB; and (xiiiviii) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company STB Employee Plan.

Documents. The Company and each ERISA Affiliate has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules schedules, audit reports and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Company or any of its Subsidiaries, (ixvii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) all model COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination nondiscrimination tests and related reports and summaries for each Company Employee Plan for the three most recent plan year; and years, (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, (xii) all HIPAA privacy notices and all business associate agreements to the extent required under HIPAA, (xiii) all form notices to Medicare-eligible participants under Part D of the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (“Medicare Part D”), and (xiv) all IRS determination or opinion letters, as applicable, issued with respect to each Company Employee Plan.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each the Company Employee Plan and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each the Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each the Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of the Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each the Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any the Company Employee Plan and any proposed the Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all correspondence to or from any governmental agency relating to any the Company Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests for each the Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available delivered to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement includingPlan, without limitation, including all amendments thereto, all related trust documents and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or the Code Code, or any similar Laws of other jurisdictions applicable to the Company in connection with each Company Employee Plan or related trust; (iv) if the any Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings from the IRS or any similar Governmental Entity having jurisdiction over the Company relating to Company Employee Plans and copies of all applications and correspondence (including specifically any correspondence regarding actual or potential audits or investigations) to or from the IRS, DOL United States Department of Labor (“DOL” or any other governmental agency Governmental Entity with respect to any Company Employee Plan; , (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited toincluding fidelity or ERISA bonds, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, case relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability Liability to the CompanyCompany and which are not reflected in the current summary plan description and plan document; (ix) all correspondence to or from any governmental agency material forms and notices relating to any Company Employee Planthe provision of post-employment continuation of health coverage; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xiixi) all discrimination tests and qualification tests, if any, for each Company Employee Plan for the most recent plan year; and (xiiixii) all registration statements, annual reports (Form 11-K or any similar form required under the Laws of other jurisdictions applicable to the Company and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available to Parent Parent: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available to Parent or its counsel: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and written interpretations thereof and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required filed under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; (viiivi) all communications material correspondence to or from any Employee or Employees governmental agency relating to any Company Employee Plan received by the Company or an Affiliate within the prior three (3) years; (vii) all forms of COBRA notices; (viii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (ix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years; and (x) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan, if any, that is intended to satisfy or be subject to Code Section 401(a). There have been no communications in the past three (3) years by the Company or any Affiliate to any Employee relating to any Company Employee Plan or any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result that are not reflected in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering terms of the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company Apex has provided or made available to Parent Cybex: (i) correct and complete copies of all documents embodying or relating to each Company Apex Employee Plan Plan, Apex International Employee Plan, and each Employee Apex Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Apex Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Apex Employee Plan or related trustPlan; (iv) if the Company Apex Employee Plan is funded, the most recent annual and periodic accounting of Company Apex Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Apex Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Apex Employee or Apex Employees relating to any Company Apex Employee Plan and any proposed Company Apex Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyApex; (ixviii) all correspondence to or from any governmental agency relating to any Company Apex Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Apex Employee Plan for the most recent plan yearPlan, if applicable; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Apex Employee Plan.

Documents. The Company Target has provided or made available to Parent Parent: (i) correct and complete copies of all documents embodying or relating to each Company Target Employee Plan and each Employee Target Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Target Employee Plan; (iii) the three two (2) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Target Employee Plan or related trustPlan; (iv) if the Company Target Employee Plan is funded, the most recent annual and periodic accounting of Company Target Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Target Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Target Employee or Target Employees relating to any Company Target Employee Plan and any proposed Company Target Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyTarget; (ixviii) all correspondence to or from any governmental agency relating to any Company Target Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Target Employee Plan for the most recent plan yearPlan, if applicable; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Target Employee Plan.

Documents. The Company and each of the Subsidiaries has provided or made available to Parent Made Available (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; all related management, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including existing administrative service agreements, group annuity contracts agreements and group or other insurance contracts; , (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixvi) all correspondence and/or notifications in the three year period preceding the date of this Agreement to or from any governmental agency or administrative service relating to any Company Employee Plan; , (x) all COBRA forms and related notices; (xivii) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiiviii) all discrimination tests for each Company Employee Plan for the three most recent plan year; years, and (xiiiix) all registration statementsthe most recent IRS or equivalent non-U.S. Tax authority determination, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection opinion, notification or advisory letters issued with respect to each Company Employee Plan. To the Knowledge of the Company, there is no fact, condition, or circumstance since the date the documents were provided in accordance with this paragraph (b), which would materially affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or Employee Agreement or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. To the Knowledge of the Company, no verbal promises or representations have been made to any Employees to materially increase their compensation or to continue their employment for any specific duration.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summary or summaries of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material materials provided to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which that would result in any material liability to the CompanyCompany or any ERISA Affiliate under any Company Employee Plan; (ixvii) all IRS determination, opinion, notification and advisory letters, and all applications and material correspondence to or from the IRS or the DOL with respect to any such application or letter; (viii) all material correspondence to or from any governmental agency in the last three (3) years relating to any Company Employee Plan; (ix) the three (3) most recent plan years discrimination tests for each Company Employee Plan for which such test is required; (x) all COBRA forms and related noticesinvoices; and (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; employee manuals and (xiii) all registration handbooks, policy statements, annual reports (Form 11-K and all attachments thereto) other material relating to the employment of the current and prospectuses prepared in connection with each Company Employee Planformer Employees.

Documents. The Company Parent has provided or has made available to Parent VHA: (i) correct and complete copies of all documents embodying or relating to each Company Parent Employee Plan and each Employee Agreement including, without limitation, (including all amendments thereto, all related trust documents thereto and written interpretations thereof); (ii) the most recent annual actuarial valuations, if any, prepared for each Company Parent Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Parent Employee Plan or related trust; (iv) if the Company Parent Employee Plan is funded, the most recent annual and periodic accounting of Company Parent Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Parent Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Parent Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Parent Employee Plan; (vii) all material written agreements and contracts relating to each Company Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Company Parent Employee Plan and any proposed Company Parent Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyParent; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Parent Employee Plan.

Documents. The Company Neoforma has provided or has made available to Parent Healthvision: (i) correct and complete copies of all documents embodying or relating to each Company Neoforma Employee Plan and each Employee Agreement including, without limitation, (substituting for such including all amendments thereto, all related trust documents thereto and written interpretations thereof); (ii) the most recent annual actuarial valuations, if any, prepared for each Company Neoforma Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Neoforma Employee Plan or related trust; (iv) if the Company Neoforma Employee Plan is funded, the most recent annual and periodic accounting of Company Neoforma Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Neoforma Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Neoforma Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Neoforma Employee Plan; (vii) all material written agreements and contracts relating to each Company Neoforma Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Neoforma Employee or Neoforma Employees relating to any Company Neoforma Employee Plan and any proposed Company Neoforma Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyNeoforma; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Neoforma Employee Plan.

Documents. The Company has provided or made available to Parent Parent: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, all related trust documents thereto and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available to Parent (i) the Buyer correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan and each Employment Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Agreement Plan; (ii) all Employment Agreements, current contracts of employment or material particulars of the terms of employment (including, without limitationprejudice to the generality of the foregoing, all amendments theretoseverance, all related trust documents consulting, relocation, repatriation, and written interpretations thereofexpatriation arrangements) for Senior Employees; (iiiii) a current template or sample of a contract of employment or the material particulars of the terms and conditions of employment (including, without prejudice to the generality of the foregoing, severance, consulting, relocation, repatriation, and expatriation arrangements) for each grade or level of Company Employee; (iv) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iiiv) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company U.S. Employee Plan or related trustPlan; (ivvi) if the any Company Employee Plan is funded, the most recent annual and periodic accounting of that Company Employee Plan assets; (vvii) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification thereto and advisory letters and rulings relating to Company in the case of International Employee Plans the most recent participant booklets and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements announcements to employees and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contractsparticipants; (viii) for U.S. Employee Plans the most recent IRS determination letter, and for International Employee Plans evidence of plan approval; (ix) all written communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, Plans in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyCompany or any of its Affiliates; (ixx) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering for U.S. Employee Plans the fiduciaries of three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiii) all registration statements, annual reports (for U.S. Employee Plans, Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all material documents embodying or relating to each Company Employee Plan, International Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three two (2) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Planletters; (vii) all material written agreements and contracts relating to each Company Employee Plan, International Employee Plan and Employee Agreement, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts, if any; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all material correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all material COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the three (3) most recent plan yearyears; and (xiii) all registration statements, annual reports (Form 1110-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available to Parent Parent: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan Plan, International Employee Plan, and each Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determinationdetermination or opinion letters, opinionany notification or advisory letters, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Planpending application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee PlanPlan (other than correspondence of the types described in (vi) above); (x) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xi) all insurance policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all the most recent plan year discrimination tests for each Company Employee Plan for the most recent plan yearPlan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available and each of its Subsidiaries have Made Available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee Employee/Service Provider or Employees Employees/Service Providers relating to any Company Employee Plan and or any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would could result in any material liability to the Company; Company or any of its Subsidiaries, (ixvii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; , (xviii) all forms of COBRA forms notices and related notices; outsourcing contracts, (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; and years, (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, (xii) forms of HIPAA Privacy Notices and forms of Business Associate Agreements to the extent required under HIPAA and (xiii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.

Documents. The Company Talarian has provided or made available to Parent --------- TIBCO: (i) correct and complete copies of all material documents embodying or relating to each Company Talarian Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, all related trust documents thereto and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Talarian Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Talarian Employee Plan or related trust; (iv) if the Company Talarian Employee Plan is funded, the most recent annual and periodic accounting of Company Talarian Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Talarian Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Talarian Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Talarian Employee Plan; (vii) all material written agreements and contracts relating to each Company Talarian Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Talarian Employee Plan and any proposed Company Talarian Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyTalarian; and (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Talarian Employee Plan.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, all related trust documents thereto and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) any applicable summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (vii) all material written agreements and contracts relating to each Company Employee Plan or its related trust; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlans or any Employee's participation thereunder, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to Company or from any governmental agency relating to any the Company Employee Plan; (xix) all the most recent COBRA forms and related notices; (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xiixi) all 401(k) discrimination tests tests, if any, for each Company Employee Plan for the most recent plan year; and (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prospectuses, if any, prepared in connection with each Company Employee Plan.

Documents. The Company has provided Companies have provided, or made available have caused to Parent be provided, to Purchaser: (i) correct current, accurate and complete copies of all material documents embodying or relating to each Company Employee Benefit Plan and each written Employee Agreement includingAgreement, without limitation, including all amendments thereto, all related trust documents and written interpretations thereof; , side letters of understanding and trust or funding agreements with respect thereto; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; two (iii2) the three most recent annual reports (Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Benefit Plan or related trust; ; (iviii) if the Company Employee Plan is funded, the most recent annual determination letter received from the IRS, if any, for each Company Benefit Plan and periodic accounting related trust which is intended to satisfy the requirements of Company Employee Plan assets; Section 401(a) of the Code; (viv) the most recent summary plan description together with the most recent summary(ies) summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Benefit Plan; ; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any each Company Employee Benefit Plan and any proposed Company Employee Planssince January 1, in each case, relating 2003; (vi) a schedule of all Employees who have been granted options to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result purchase capital stock in any material liability of the Companies or Seller, the dates of such grants, the dates such options are exercisable, the vesting periods of such options and a summary of the obligations of Purchaser with respect to such options which are unvested as of the Companydate hereof; and (ixvii) current, accurate and complete copies of all correspondence special written agreements entered into on or after July 8, 2005 relating to, among other subjects, severance or retention payments pursuant to which (1) severance payments are to be made to Employees whose employment with any of the Companies is terminated within six months after the Closing Date or from any governmental agency relating (2) retention payments are to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining be made to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee PlanEmployees.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection filed with respect to each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Company or any of its Subsidiaries, (ixvii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) all COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all any discrimination tests for each Company Employee Plan for the three most recent plan year; and years, (xiiixi) all the most recent registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prospectuses, if any, prepared in connection with each Company Employee Plan, (xii) all HIPAA Privacy Notices and all Business Associate Agreements, as currently in use or effect, to the extent required under HIPAA and (xiii) the most recent IRS determination or opinion letter, if any, issued with respect to each Company Employee Plan.

Documents. The Company Occam has provided or made available to Parent (i) ANI correct and complete copies of of: (i) all documents embodying or relating to each Company Occam Employee Plan Plan, and each Employee Occam Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Occam Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Occam Employee Plan or related trustPlan; (iv) if the Company Occam Employee Plan is funded, the most recent annual and periodic accounting of Company Occam Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Occam Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Occam Employee Plan and any proposed Company Occam Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyOccam; (ixviii) all correspondence to or from any governmental agency relating to any Company Occam Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Occam Employee Plan for the most recent plan yearPlan; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Occam Employee Plan.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all material documents embodying or relating to each Company Employee Plan and each Employee Employment Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuationsvaluations and annual and periodic accounting, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (viv) all the most recent IRS determination, opinion, notification and advisory letters and rulings relating determination or opinion letter issued with respect to each Company Employee Plans Plan, if applicable, and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability Liability to the Company; (ixvii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; (xviii) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Employee Plan for the most recent plan yearPlan, where applicable; (x) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts and group annuity contracts; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto, if applicable to be filed) and prospectuses prepared in connection with each Company Employee Plan, as applicable.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided furnished or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan Plan, and each Employee Employment Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuationsvaluations and annual and periodic accounting, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (IRS Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (viv) all the most recent IRS determination, opinion, notification and advisory letters and rulings relating determination or opinion letter issued with respect to each Company Employee Plans Plan, if applicable, and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (viivi) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material documents provided to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xviii) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Employee Plan for the most recent plan yearPlan, where applicable; (x) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts and group annuity contracts; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available to Parent Parent: (i) correct accurate and complete copies of all documents embodying or relating to each United States Company Employee Plan and each United States Employee Agreement includingAgreement, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuations, if any, prepared for each United States Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each United States Company Employee Plan or related trustPlan; (iv) if the for each United States Company Employee Plan that is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) each summary of material modifications thereto, if any, required under ERISA with respect to each United States Company Employee Plan; (vi) all the most recent IRS determination, opinion, notification and advisory letters and rulings relating with respect to each United States Company Employee Plans Plan, and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch letter; (vii) all material written agreements and contracts Contracts relating to each United States Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any United States Company Employee Plan and or any proposed United States Company Employee PlansPlan, in each case, case relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would could result in any material liability to any of the CompanyAcquired Corporations; (ix) all correspondence to or from any governmental agency Governmental Body relating to any United States Company Employee Plan; (x) all COBRA forms and forms of related noticesnotices (or such forms and forms of notices as may be required under any comparable Legal Requirement relating to any Company Employee Plan); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all the three most recent plan years discrimination tests for each Company Employee Plan for the most recent plan yearPlan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company Seller has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Seller Employee Plan and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Seller Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Seller Employee Plan or related trustPlan; (iv) if the Company Seller Employee Plan is funded, the most recent annual and periodic accounting of Company Seller Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Seller Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Seller Employee Plan and any proposed Company Seller Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanySeller; (ixviii) all correspondence to or from any governmental agency relating to any Company Seller Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Seller Employee Plan for the most recent plan yearPlan; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Seller Employee Plan.

Documents. The Company Liquid has provided or made available to Parent (i) Alliance correct and complete copies of of: (i) all documents embodying or relating to each Company Liquid Employee Plan and each Employee Liquid Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Liquid Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Liquid Employee Plan or related trustPlan; (iv) if the Company Liquid Employee Plan is funded, the most recent annual and periodic accounting of Company Liquid Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Liquid Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Liquid Employee Plan and any proposed Company Liquid Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyLiquid; (ixviii) all correspondence to or from any governmental agency relating to any Company Liquid Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Liquid Employee Plan for the most recent plan yearPlan; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Liquid Employee Plan.

Documents. The Company has provided provided, or made available will provide as soon as practicable following the execution of this Agreement, to Parent Parent: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, all related trust documents and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to an examination, audit or submission under the Voluntary Compliance Resolution Program or Closing Agreement Program of any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events any of which would result in any material liability to the Company; and (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms registration statements and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and current prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company 3Dfx has provided or made available to Parent STB (i) correct and complete copies of all documents embodying or relating to each Company 3Dfx Employee Plan and each 3Dfx Employee Agreement including, without limitation, including all amendments thereto, all related trust documents thereto and written interpretations thereof; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company 3Dfx Employee Plan; (iii) the three most recent annual reports (Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company 3Dfx Employee Plan or related trust; (iv) if the Company any 3Dfx Employee Plan is funded, the most recent annual and periodic accounting of Company 3Dfx Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company 3Dfx Employee Plan; (vi) all IRS determination, opinion, notification and advisory determination letters and rulings relating to Company 3Dfx Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company 3Dfx Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any 3Dfx Employee or 3Dfx Employees relating to any Company 3Dfx Employee Plan and any proposed Company 3Dfx Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year3Dfx; and (xiiiviii) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company 3Dfx Employee Plan.

Documents. The Company has provided or made available to Parent Parent: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan Plan, International Employee Plan, and each Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all the three (3) most recent plan years discrimination tests for each Company Employee Plan for the most recent plan yearPlan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Except as set forth in Part 2.14 of the Company --------- Disclosure Letter, Company has provided or made available to Parent Parent: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, all related trust documents thereto and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee PlanPlans; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all written communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee PlanCOBRA forms and related notices currently in use; and (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available to Parent Parent: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and written interpretations thereof and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under filed pursuant to ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; (viiivi) all communications from the Company within the prior three (3) years material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee PlanPlan within the prior three (3) years; (xviii) all material COBRA forms and related notices; (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xiix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan yearyears; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.

Documents. The Company has provided or made available to Parent Acquiror true, correct and complete copies, as applicable, of (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents (and written interpretations thereof; descriptions of the material terms of any such plan that is not in writing), (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code to be filed in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of such Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group or other insurance and stop-loss contracts; , (viiivi) all material communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, including all communications relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability Liability to the Company; , (ixvii) all correspondence correspondences and notifications to or from any governmental agency Governmental Entity relating to any Company Employee Plan; , (xviii) all COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; and years, (xiiixi) all registration statements, annual reports the most recent Internal Revenue Service (Form 11-K and all attachments theretoor any other applicable Tax Authority) and prospectuses prepared in connection determination or opinion letter issued with respect to each Company Employee Plan, if applicable, and (xii) the material terms and conditions of employment applicable to each Employee at the date of the Agreement Date. To the knowledge of the Company, there is no fact, condition, or circumstance since the date the documents were provided in accordance with this subsection (b) above, which would affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or to provide increased or improved benefits thereunder or accelerate vesting, payment or funding thereunder.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan Plan, other than legally-mandated plans, programs and arrangements and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan or any International Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years' discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan; (xii) any licenses or permits held by Company which enable it to employ foreign employees or employees from "territories" currently administered by Israel; and (xiii) any pamphlet, booklet or other employee manual distributed to employees of Company which discuss Company Employee Plans.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Company or any of its Subsidiaries, (ixvii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) all forms of COBRA forms notices and related notices; outsourcing contracts, (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; and years, (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, (xii) forms of HIPAA Privacy Notices and forms of Business Associate Agreements to the extent required under HIPAA and (xiii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.

Documents. The Company has provided or made available furnished to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan Plan, International Employee Plan, and each Employee Employment Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuationsvaluations and annual and periodic accounting, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (viv) all the most recent IRS determination, opinion, notification and advisory letters and rulings relating determination or opinion letter issued with respect to each Company Employee Plans Plan, if applicable, and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xviii) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Employee Plan for the most recent plan yearPlan, where applicable; (x) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts and group annuity contracts; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company ANI has provided or made available to Parent (i) Occam correct and complete copies of of: (i) all documents embodying or relating to each Company ANI Employee Plan and each Employee ANI Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company ANI Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company ANI Employee Plan or related trustPlan; (iv) if the Company ANI Employee Plan is funded, the most recent annual and periodic accounting of Company ANI Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company ANI Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company ANI Employee Plan and any proposed Company ANI Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyANI; (ixviii) all correspondence to or from any governmental agency relating to any Company ANI Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company ANI Employee Plan for the most recent plan yearPlan; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company ANI Employee Plan.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan, International Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, International Employee Plan and Employee Agreement, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts, if any; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the three (3) most recent plan yearyears; and (xiii) all registration statements, annual reports (Form 1110-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has Sellers have provided or made available to Parent Buyer: (i) correct and complete copies of all material documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and written interpretations thereof and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; report (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan, as applicable; (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee PlanPlan that is subject to such requirements; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyCompany or its Subsidiary; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xviii) all COBRA forms and related notices; (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xiix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan yearyears; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, as applicable; and (xii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan, as applicable.

Documents. The Company has provided or made available to Parent Parent: (i) correct and complete copies of all material documents embodying or relating to each Company Employee Plan and each Employee Agreement Agreement, including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, which would result in each casea material liability to Company or to any ERISA Affiliate, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; , (ixvii) all correspondence to or from any governmental agency relating to Governmental Entity concerning any audit or examination by such Governmental Entity of any Company Employee Plan; Plan which would result in material liability to Company or to any ERISA Affiliate, (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xiiviii) all discrimination tests for each Company Employee Plan for the three (3) most recently completed plan years, (ix) the most recent plan year; and IRS determination or opinion letter issued with respect to each Company Employee Plan, if applicable, (xiiix) all registration statements, annual reports (on Form 11-K and all attachments thereto, and (xi) and all prospectuses prepared or used during calendar year 2003 in connection with each Company Employee Plan.

Documents. The Company Target has provided or made available to Parent Acquiror (i) current, correct and complete copies of all documents embodying or relating to each Company Target Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; (or a summary of any oral Target Employee Plan), (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Target Employee Plan or related trust; Plan, (iviii) if the Company Target Employee Plan is funded, the most recent annual and periodic accounting of Company Target Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Target Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Target Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) each affirmative action plan, if applicable, (vii) all communications material to any Employee employee or Employees employees relating to any Company Target Employee Plan and any proposed Company Target Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Target or any of its Subsidiaries, (ixviii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Target Employee Plan; , (x) all COBRA forms and related notices; (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Target Employee Plan; , (xiix) all discrimination tests for each Company Target Employee Plan for the three most recent plan year; and years, (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Target Employee Plan, to the extent applicable, (xii) all Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) privacy notices and all business associate agreements to the extent required under HIPAA, (xiii) the most recent IRS determination or opinion letter issued with respect to each Target Employee Plan and (ivx) all rulings or notices issued by a Governmental Entity with respect to each Target Employee Plan.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan Plan, International Employee Plan, and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company and each of the Subsidiaries has provided or made available to Parent Made Available (i) correct and complete copies of all material documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all material amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group or other insurance contracts; , (viiivi) all material communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any material amendments, terminations, establishments, increases or decreases in compensation benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Company or any Subsidiary, (ixvii) all correspondence and/or notifications to or from any governmental agency or administrative service relating to any Company Employee Plan; , (x) all COBRA forms and related notices; (xiviii) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; years, and (xiiixii) all registration statementsthe most recent IRS determination, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection opinion, notification or advisory letters issued with respect to each Company Employee Plan. To the Knowledge of the Company, there is no fact, condition, or circumstance since the date the documents were provided in accordance with this paragraph (b), which would materially affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or Employee Agreement or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. To the Knowledge of the Company or any Subsidiary, no verbal promises or representations have been made to any Employees to increase their compensation or to continue their employment for any specific duration.

Documents. The Company has provided or made available to Parent Made Available (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; all related management and/or monitoring and/or information documents and/or records required by Legal Requirements, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company an Employee Plan is funded, the most recent annual and periodic accounting of Company such Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (viv) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group or other insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in compensation benefits, acceleration of payments or vesting schedules or other events which would result in any material liability Liability to the Company; , (ixvii) all correspondence and/or notifications to or from any governmental agency or administrative service relating to any Company Employee Plan; , (xviii) all model COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability Liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; years, (xi) all HIPAA Privacy Notices and all Business Associate Agreements to the extent required under HIPAA and (xiiixii) all registration statementsthe most recent IRS determination, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection opinion, notification or advisory letters issued with respect to each Company Employee Plan. To the Knowledge of the Company, there is no fact, condition, or circumstance since the date the documents were provided in accordance with this subsection (b) above, which would affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Employee Plan or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder.

Documents. The Company Target has provided or made available to Parent Acquiror (i) current, correct and complete copies of all documents embodying or relating to each Company Target Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; (or a summary of any oral Target Employee Plan), (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Target Employee Plan or related trust; Plan, (iviii) if the Company Target Employee Plan is funded, the most recent annual and periodic accounting of Company Target Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Target Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Target Employee Plan, including, but not limited to, including administrative service agreements, group annuity insurance contracts and group insurance contracts; other funding vehicles, and all employment agreements including all amendments thereto, (viiivi) each affirmative action plan, if applicable, (vii) all communications material to any Employee employee or Employees employees relating to any Company Target Employee Plan and any proposed Company Target Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Target or any of its Subsidiaries or ERISA Affiliates, (ixviii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Target Employee Plan; , (xix) all COBRA model Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) forms and related notices; , (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Target Employee Plan; , (xiixi) all discrimination tests for each Company Target Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan year; and years, (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Target Employee Plan, to the extent applicable, (xiii) all Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) privacy notices and all business associate agreements to the extent required under HIPAA, (xiv) the most recent IRS determination or opinion letter issued with respect to each Target Employee Plan intended to be qualified under Section 401(a) of the Code, (xv) the most recent IRS Form 1095-C report of Health Insurance Offer and Coverage, and (xvi) all rulings or notices issued by a Governmental Entity with respect to each Target Employee Plan.

Documents. The Company Star has provided or made available to Parent Coherent: (i) correct and complete copies of all documents embodying or relating to each Company Star Employee Plan and each Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Star Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Star Employee Plan or related trustPlan; (iv) if the Company Star Employee Plan is funded, the most recent annual and periodic accounting of Company Star Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Star Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all material applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter related to Star; (vii) all material written agreements and contracts relating to each Company Star Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Star Employee Plan and any proposed Company Star Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyStar; (ix) all material correspondence to or from any governmental agency relating to any Company Star Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Star Employee Plan; (xiixi) all discrimination tests for each Company Star Employee Plan for the most recent plan year; and (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Star Employee Plan.

Documents. The Company has provided or made available to Parent Parent: (i) correct and complete --------- copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, all related trust documents thereto and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company or its Affiliates that is material to Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan Plan, International Employee Plan, and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Planletters; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) all model COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available to Parent (i) Buyer correct and --------- complete copies of of: (A) all documents embodying or relating to each Company Employee Plan Plan, International Employee Plan, and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (iiB) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iiiC) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (ivD) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (vE) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (viF) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viiiG) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixH) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company and each ERISA Affiliate has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan (including each International Employee Plan, if any) and each Employee Agreement including, without limitation, all amendments thereto, all related trust documents documents, and written interpretations thereof; (ii) the most recent annual actuarial valuationssummary plan description together with the summary(ies) of material modifications thereto, if any, prepared for each Company Employee Plan; (iiiii) the three most recent annual reports (Form Series 5500 and all audit reports, schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of any material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts Contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) each affirmative action plan, if applicable, (vii) all communications material to any Employee employee or Employees employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which that would result in any material liability to the Company; Company and that are not incorporated into the plan documents, (ixviii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; , (xix) samples of all COBRA forms and related notices; , (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiixi) all discrimination tests nondiscrimination tests, reports and summaries for each Company Employee Plan for the three most recent plan year; years, and (xiiixii) all registration statementsIRS determination, annual reports (Form 11-K opinion, notification and all attachments thereto) and prospectuses prepared in connection advisory letters issued with respect to each Company Employee Plan, if applicable.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, as currently in effect including (without limitation, ) all material amendments thereto, all related trust documents and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting accounting, if any, of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all the most recent IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from letter, if any, issued by the IRS, DOL or any other governmental agency IRS with respect to any Company Employee PlanPlan intended to be qualified under Section 401(a) of the Code; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, trust agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events occurring since the end of the most recent fiscal year included in the Company Financials which would result in any material liability to the Company; (ix) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; (x) samples of all COBRA administration forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; and (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; trust, insurance or other funding documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements agreements, elections, directions and contracts relating to each Company Employee Plan, includingincluding administrative forms, but not limited to, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all substantive communications material to any Employee or Employees relating to any Company Employee Plan and or any proposed Company Employee PlansPlan, in each case, case relating to any material amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules schedules, or other enrollments, elections, or events which would result in any material liability to the Company; Company or any of its Subsidiaries, (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; Plan other than correspondence that is not reasonably likely to result in a material liability to the Company or any of its Subsidiaries, (x) all COBRA forms and related notices; (xiviii) all policies pertaining to fiduciary liability insurance covering the fiduciaries of fiduciaries, and all fidelity bonds required under ERISA, for each Company Employee Plan; , (xiiix) all discrimination tests performed to demonstrate compliance with requirements of the Code for each Company Employee Plan for the three most recent plan year; and years, (xiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan and (xi) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.

Documents. The Company has provided or made available to Parent (i) correct and --------- complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, all related trust documents thereto and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (vii) all material written agreements and contracts relating to each Company Employee Plan; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests tests, if any, for each Company Employee Plan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company Cybex has provided or made available to Parent Apex: (i) correct and complete copies of all documents embodying or relating to each Company Cybex Employee Plan Plan, Cybex International Employee Plan, and each Employee Cybex Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Cybex Employee Plan; (iii) the three two (2) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Cybex Employee Plan or related trustPlan; (iv) if the Company Cybex Employee Plan is funded, the most recent annual and periodic accounting of Company Cybex Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Cybex Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Cybex Employee or Cybex Employees relating to any Company Cybex Employee Plan and any proposed Company Cybex Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyCybex; (ixviii) all correspondence to or from any governmental agency relating to any Company Cybex Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Cybex Employee Plan for the most recent plan yearPlan, if applicable; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Cybex Employee Plan.

Documents. The Company ONElist has provided provided, or made available will provide within three (3) days following the execution of this Agreement, to Parent eGroups (i) correct and complete copies of all documents embodying or relating to materially affecting the interpretation or application of each Company ONElist Employee Plan and each ONElist Employee Agreement including, without limitation, including all amendments thereto, all related trust documents and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company ONElist Employee Plan; (iii) the three most recent annual reports (Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company ONElist Employee Plan or related trust; (iv) if the Company ONElist Employee Plan is funded, the most recent annual and periodic accounting of Company ONElist Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company ONElist Employee Plan which has a material adverse effect on such ONElist Employee Plan; (vi) all the most recent IRS determination, opinion, notification and or advisory letters as applicable, and rulings relating to Company ONElist Employee Plans and copies of all applications and correspondence to or from the IRS, DOL IRS or any other governmental agency the Department of Labor ("DOL") with respect to any Company ONElist Employee PlanPlan or ONElist Employee Agreement; (vii) all material written agreements and contracts relating to each Company ONElist Employee PlanPlan and ONElist Employee Agreement, including, but not limited to, trust agreements, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material distributed to any ONElist Employee or ONElist Employees relating to any Company ONElist Employee Plan or ONElist Employee Agreement and any proposed Company ONElist Employee PlansPlan or ONElist Employee Agreement, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyONElist; and (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company ONElist Employee PlanPlan not otherwise publicly available on the SEC website.

Documents. The Company Transferor has provided or made available to Parent (i) Transferee correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, Contract including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL IRS or any other governmental agency the Department of Labor with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyTransferor or any ERISA Affiliate; (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Employee Plan for the most recent plan yearPlan; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; (provided that for Employee Agreements that are standard form agreements, the form, rather than each individual agreement, has been provided, with the exception that any Employee Agreement that deviates materially from the form will be separately provided), (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; report (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all material communications material within the past three (3) years to any Employee or Employees relating to any Company Employee Plan and or any proposed Company Employee PlansPlan, in each case, including communications relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would could result in any material liability to the Company; Company or any of its Subsidiaries, (ixvii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; Plan within the past three (x3) all years, (viii) forms of COBRA forms notices and related notices; outsourcing contracts, (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; and years, (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan within the past three (3) years, (xii) forms of HIPAA Privacy Notices and forms of Business Associate Agreements to the extent required under HIPAA and (xiii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, all related trust documents thereto and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company Target has provided or made available furnished to Parent Acquiror: (i) correct and complete copies of all documents embodying or relating to each Company Target Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Target Employee Plan or related trust; Plan, (iviii) if the Company Target Employee Plan is funded, the most recent annual and periodic accounting of Company Target Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Target Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Target Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications communications, including without limitation any notice required under Section 4980F of the Code and Section 204(h) of ERISA, material to any Employee employee or Employees employees relating to any Company Target Employee Plan and any proposed Company Target Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Target or any ERISA Affiliate, (ixvii) all correspondence to or from any governmental agency relating to any Company Target Employee Plan; , (xviii) all model COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Target Employee Plan; , (xiix) all discrimination tests for each Company Target Employee Plan for the three most recent plan year; and years, (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Target Employee Plan, (xii) all HIPAA policies and procedures, privacy notices and business associate agreements to the extent required under HIPAA and (xiv) the most recent IRS determination or opinion letter issued with respect to each Target Employee Plan.

Documents. The Company has provided or made available to Parent Acquiror (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; , (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Company or any ERISA Affiliate, (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xix) all COBRA forms and related notices; notices (xior such forms and notices as required under comparable law), (x) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiixi) all discrimination tests for each Company Employee Plan for the three (3) most recent plan year; and years, (xiiixii) all registration statements, annual reports (Form 11-11 K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, (xiii) all “HIPAA Privacy Notices” and all “Business Associate Agreements” to the extent required under HIPAA and (xiv) all IRS determination opinion, notifications and advisory letters issued with respect to each Company Employee Plan and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter.

Documents. The Company has provided or made available to Parent (i) correct and --------- complete copies of all documents embodying or relating to each Company Employee Plan, each International Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all written communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; , (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) all COBRA forms and related notices; notices (xior such forms and notices as required under comparable law), (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan year; years, and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.

Documents. The Company has previously provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement includingPlan, without limitation, including all amendments thereto, all related trust documents thereto and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; (iv) if the any Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence (including specifically any correspondence regarding actual or potential audits or investigations) to or from the IRS, DOL or any other governmental agency Governmental Entity with respect to any Company Employee Plan; , (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited toincluding fidelity or ERISA bonds, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, case relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyCompany and which are not reflected in the current summary plan description and plan document; (ix) all correspondence to or from any governmental agency forms and notices relating to any Company Employee Planthe provision of post-employment continuation of health coverage; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xiixi) all discrimination tests and qualification tests, if any, for each Company Employee Plan for the most recent plan year; and (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of all material documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and material written contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee current employee or Employees current employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability Liability to the Company; , (ixvii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) all model COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan year; years, and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.

Documents. The Company has provided or made available to Parent Parent: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, including 31 (without limitation, ) all amendments thereto, all related trust documents and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee PlanPlan or related trust; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement includingwith respect to current employees or with respect to which the Company or any ERISA Affiliate has or may have any liability or obligation, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all material communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; , (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (x) all COBRA forms and related notices; (xiviii) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; years, and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, the most recent IRS determination or opinion letter, if any, issued with respect to each Company Employee Plan.

Documents. The Company has provided or made available to Parent (ito the extent requested by Parent or its legal counsel) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan and each Employee Employment Agreement including, without limitation, all amendments theretothereto and, to the extent applicable, all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; two (iii2) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all material communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; , (ixvii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; , except that with respect to IRS determination, opinion, notification and advisory letters, only the most recent such letter has been made available, (xviii) samples of all COBRA forms and related notices; notices (xior such forms and notices as required under comparable law), (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all the two (2) most recent plan years discrimination tests for each Company Employee Plan for Plan, to the extent applicable and to the extent not shown on any Form 5500 provided to Parent, and (xi) the most recent plan year; and (xiii) all registration statementsannual actuarial valuations, annual reports (Form 11-K and all attachments thereto) and prospectuses if any, prepared in connection with for each Company Employee Plan.

Documents. The Company Ridge has provided or made available to Parent Adaptec: (i) correct and complete copies of all documents embodying or relating to each Company Ridge Employee Plan and each Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Ridge Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Ridge Employee Plan or related trustPlan; (iv) if the Company any Ridge Employee Plan is funded, the most recent annual and periodic accounting of Company such Ridge Employee Plan Plan's assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Ridge Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Ridge Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Ridge Employee Plan and any proposed Company Ridge Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyRidge; (ix) all correspondence to or from any governmental agency relating to any Company Ridge Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Ridge Employee Plan; (xii) all discrimination tests for each Company Ridge Employee Plan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Ridge Employee Plan.

Documents. The Company and each of the Subsidiaries has provided or made available to Parent Made Available (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; all related management, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including existing administrative service agreements, group annuity contracts agreements and group or other insurance contracts; , (viiivi) all written communications material by an officer of the Company to any Employee or Employees relating to any material Company Employee Plan and any proposed material Company Employee PlansPlan, in each case, relating to resulting in any material amendments, terminations, establishments, material increases or decreases in compensation benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Company or any Subsidiary, (ixvii) all correspondence and/or notifications to or from any governmental agency or administrative service relating to any Company Employee Plan; , (x) all COBRA forms and related notices; (xiviii) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; years, and (xiiix) all registration statementsthe most recent IRS or equivalent non-U.S. Tax authority determination, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection opinion, notification or advisory letters issued with respect to each Company Employee Plan. To the Knowledge of the Company, there is no fact, condition, or circumstance since the date the documents were provided in accordance with this paragraph (b), which would materially affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or Employee Agreement or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. To the Knowledge of the Company or any Subsidiary, no verbal promises or representations have been made to any Employees to materially increase their compensation or to continue their employment for any specific duration.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents documents, service agreements, investment and written interpretations thereof; funding policies or guidelines, and administrative or investment committee charters, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all audit reports, schedules and financial statements attached thereto), if any, required under ERISA or the Code or by any other applicable Law in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the three most recent annual and periodic accounting accountings of Company Employee Plan assets; assets and the most recent actuarial valuations, (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA or by any other applicable Law with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts and vendor agreements and group insurance contracts; , as well as any stop-loss, excess or similar policy pertaining to a Welfare Plan, (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan Plan, Employee Agreement and any proposed Company Employee PlansPlan and any proposed Employee Agreement, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability Liability to the Company; , (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; Plan or Employee Agreement, (xviii) all COBRA forms nondiscrimination tests, reports and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests summaries for each Company Employee Plan for the three most recent plan year; years, and (xiiixii) all registration statements, annual reports IRS (Form 11-K and all attachments theretoor any other applicable Tax Authority) and prospectuses prepared in connection determination or opinion letters issued with respect to each Company Employee Plan, if applicable. All forms, reports or returns required to be filed with the DOL, IRS or any other Governmental Authority with respect to any Company Employee Plan have been timely and properly filed.

Documents. The Company Target has provided or made available to Parent Acquiror (i) current, correct and complete copies of all documents embodying or relating to each Company Target Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; (or a summary of any oral Target Employee Plan), (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Target Employee Plan or related trust; Plan, (iviii) if the Company Target Employee Plan is funded, the most recent annual and periodic accounting of Company Target Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Target Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Target Employee Plan, including, but not limited to, including administrative service agreements, group annuity insurance contracts and group insurance contracts; other funding vehicles, and all employment agreements including all amendments thereto, (viiivi) each affirmative action plan, if applicable, (vii) all communications material to any Employee employee or Employees employees relating to any Company Target Employee Plan and any proposed Company Target Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Target or any of its Subsidiaries or ERISA Affiliates, (ixviii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Target Employee Plan; , (xix) all COBRA model Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) forms and related notices; , (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Target Employee Plan; , (xiixi) all discrimination tests for each Company Target Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan year; and years, (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Target Employee Plan, to the extent applicable, (xiii) all Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) privacy notices and all business associate agreements to the extent required under HIPAA, (xiv) the most recent IRS determination or opinion letter issued with respect to each Target Employee Plan intended to be qualified under Section 401(a) of the Code, (xv) the most recent IRS Form 1095-C report of Health Insurance Offer and Coverage, and (xvi) all rulings or notices issued by a Governmental Entity with respect to each Target Employee Plan.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (viv) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material (or such forms and notices as required under comparable law) to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which have not been adopted and likely would result in any material liability to the Company; , (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) all COBRA forms and related notices; notices (or such forms and notices as required under comparable law), (ix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years, (x) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan, (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of each Company Employee Plan, and (xii) the most recent actuarial valuations, if any, prepared for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available to Parent Made Available (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; all related management and/or monitoring and/or information documents and/or records required by Legal Requirements, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (viv) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements and contracts currently in force relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group or other insurance contracts; , (viiivi) all communications material within the past three (3) years to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in compensation benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; , (ixvii) all material correspondence and/or notifications within the past three (3) years to or from any governmental agency or administrative service relating to any Company Employee Plan; , (xviii) all current model COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan year; years, (xi) all HIPAA Privacy Notices and all Business Associate Agreements to the extent required under HIPAA and (xiiixii) all registration statementsthe most recent IRS determination, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection opinion, notification or advisory letters issued with respect to each Company Employee PlanPlan that is a tax-qualified retirement plan. To the Company's Knowledge, there is no fact, condition, or circumstance since the date the documents were provided in accordance with this paragraph (b), which would materially affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or Employee Agreement or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder.

Documents. The Company has provided or made available to Parent Made Available (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; all related management, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including existing administrative service agreements, group annuity contracts agreements and group or other insurance contracts; , (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixvi) all correspondence and/or notifications in the three (3) year period preceding the date of this Agreement to or from any governmental agency or administrative service relating to any Company Employee Plan; , (x) all COBRA forms and related notices; (xivii) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiiviii) all discrimination tests for each Company Employee Plan for the three most recent plan year; years, and (xiiiix) all registration statementsthe most recent IRS or equivalent non-U.S. Tax authority determination, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection opinion, notification or advisory letters issued with respect to each Company Employee Plan. To the Knowledge of the Company, there is no fact, condition, or circumstance since the date the documents were provided in accordance with this paragraph (d), which would materially affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or Employee Agreement or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. To the Knowledge of the Company, no verbal promises or representations have been made to any Employees to materially increase their compensation or to continue their employment for any specific duration.

Documents. The Company and each of its Subsidiaries has provided or made available Made Available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents documents, investment and written interpretations thereof; funding policies or guidelines, and administrative or investment committee charters (ii) correct and complete copies of all service agreements with the most recent annual actuarial valuationsPersons listed in Section 4.22(p) of the Disclosure Schedule, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all audit reports, schedules and financial statements attached thereto), if any, required under ERISA or the Code or by any other applicable Law in connection with each Company Employee Plan or related trust; Plan, (iv) if the Company Employee Plan is funded, the three most recent annual and periodic accounting of Company Employee Plan assets; assets and the most recent actuarial valuations, (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA or by any other applicable Law with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts and vendor agreements and group insurance contracts; , as well as any stop-loss, excess or similar policy pertaining to a Welfare Plan, (viiivii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability Liability to the Company; Company or any of its Subsidiaries, (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xix) all COBRA forms and related notices; , (xix) all policies pertaining to fiduciary liability Liability insurance covering the fiduciaries of for each Company Employee Plan; Plan and all policies for ERISA bonding, (xiixi) all discrimination tests nondiscrimination tests, reports and summaries for each Company Employee Plan for the three most recent plan year; years, and (xiiixii) all registration statements, annual reports IRS (Form 11-K and all attachments theretoor any other applicable Tax Authority) and prospectuses prepared in connection determination or opinion letters issued with respect to each Company Employee Plan, if applicable. All forms, reports or returns required to be filed with the DOL, IRS or any other Governmental Authority with respect to any Company Employee Plan have been timely and properly filed.

Documents. The Company and each ERISA Affiliate has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules schedules, audit reports and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (viv) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Company and its Subsidiaries, taken as a whole, (ixvii) all material correspondence to or from any governmental agency within the last six years relating to any Company Employee Plan; , (xviii) all model COBRA forms and related notices; notices utilized within the last eighteen months, (xiix) all current policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination nondiscrimination tests and related reports and summaries for each Company Employee Plan for the three most recent plan year; and years, (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, and (xii) all current IRS determination or opinion letters, as applicable, issued with respect to each Company Employee Plan.

Documents. The Company Street has provided or made available to Parent Select: (i) correct and complete copies of all documents embodying or relating to each Company Street Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, all related trust documents thereto and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Street Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Street Employee Plan or related trust; (iv) if the Company Street Employee Plan is funded, the most recent annual and periodic accounting of Company Street Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Street Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Street Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Street Employee Plan; (vii) all material written agreements and contracts relating to each Company Street Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Street Employee Plan and any proposed Company Street Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyStreet; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Street Employee Plan.

Documents. The Company and each ERISA Affiliate has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each material Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, all related trust documents documents, and written interpretations thereof; (ii) the most recent annual actuarial valuationssummary plan description together with the summary(ies) of material modifications thereto, if any, prepared for each Company Employee Plan; any (iiiii) the three most recent annual reports (Form Series 5500 and all audit reports, schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiiv) all material written agreements and contracts Contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiiv) each affirmative action plan, if applicable, (vi) all communications material to any Employee employee or Employees employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which that would result in any material liability to the Company; , (ixvii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; , (xviii) all COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests nondiscrimination tests, reports and summaries for each Company Employee Plan for the three most recent plan year; years, and (xiiixi) all registration statementsIRS determination, annual reports (Form 11-K opinion, notification and all attachments thereto) and prospectuses prepared in connection advisor letters issued with respect to each Company Employee Plan, if applicable.

Documents. The Company has provided or made available to Parent Parent: (i) correct accurate and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, all related trust documents thereto and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Employee Plan; and (xi) a list of all employees, officers and consultants of the Company reflecting each such person's current title and/or job description and compensation.

Documents. The Company and each of its ERISA Affiliates has provided or made available to Parent Made Available (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (viv) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in compensation benefits, acceleration of payments or vesting schedules or other events which would result in any material liability Liability to the Company; Company or any Subsidiary, (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (x) all COBRA forms and related notices; (xiviii) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; years, and (xiiix) all registration statementsthe most recent IRS determination, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection opinion, notification or advisory letters issued with respect to each Company Employee Plan. To the Knowledge of the Company, there is no fact, condition, or circumstance since the date the documents were provided in accordance with (c) above, which would materially affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. No verbal promises or representations have been made to any Employees to increase their compensation or to continue their employment for any specific duration.

Documents. The Company has provided or made available to Parent Buyer: (i) correct accurate and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, all related trust documents thereto and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyCompany and Forefront; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available to Parent Parent: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan Plan, International Employee Plan, and each Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required filed under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all material applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all the three (3) most recent plan years discrimination tests for each Company Employee Plan for the most recent plan yearPlan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.. -25- (d) Employee Plan Compliance. Except as set forth on Schedule 2.20(d), (i) the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Company Employee Plan;

Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code or by any other applicable law in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of such Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA or by any other applicable law with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all material communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability Liability to the Company; , (ixvii) all material correspondence to or from any governmental agency relating to any Company Employee Plan other than routine correspondence in the normal course of operations of such Company Employee Plan; , (xviii) all model COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; and years, (xiiixi) all registration statements, annual reports the most recent IRS (Form 11-K and all attachments theretoor any other applicable tax authority) and prospectuses prepared in connection determination or opinion letter issued with respect to each Company Employee PlanPlan and (xii) each affirmative action plan, if applicable.

Documents. The Company has provided or made available to Parent (i) --------- correct and complete copies of of: (i) all documents embodying or relating to governing each Company Employee Plan and each International Employee Agreement includingPlan, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan and (ii) in relation to each unfunded International Employee Plan, details of the liabilities under that International Employee Plan; (iiiii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; , and each International Employee Plan (iiiand if there is no such actuarial valuation, details of the funding position of the relevant Company Employee Plan or International Employee Plan), (iv) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (ivv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (vvi) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vivii) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contractssuch application or letter; (viii) all written communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Employee Plan for the most recent plan yearsubject to non-discrimination testing; and (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan and (xiii) in relation to each unfunded International Employee Plan, details of how the liabilities under the International Employee Plan are accounted for, including details of how any provisions in respect of those liabilities has been calculated.

Documents. The Company has provided or made available to Parent Buyer (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; (or a summary of any oral Company Employee Plan), (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of the Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts Contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; Contracts, (viiivi) each affirmative action plan, if applicable, (vii) all communications material to any Employee employee or Employees employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; , (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xix) all COBRA model Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) forms and related notices; , (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiixi) all discrimination tests for each Company Employee Plan for the three (3) most recent plan year; and years, (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, to the extent applicable, (xiii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan, and (xiv) all rulings or notices issued by a governmental agency with respect to each Company Employee Plan.

Documents. The Company Parent has provided or has made available to Parent UHC: (i) correct and complete copies of all documents embodying or relating to each Company Parent Employee Plan and each Employee Agreement including, without limitation, (including all amendments thereto, all related trust documents thereto and written interpretations thereof); (ii) the most recent annual actuarial valuations, if any, prepared for each Company Parent Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Parent Employee Plan or related trust; (iv) if the Company Parent Employee Plan is funded, the most recent annual and periodic accounting of Company Parent Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Parent Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Parent Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Parent Employee Plan; (vii) all material written agreements and contracts relating to each Company Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Company Parent Employee Plan and any proposed Company Parent Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyParent; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Parent Employee Plan.

Documents. The Company has provided or made available to Parent (i) a true, correct and complete copies copy of all documents embodying or relating to each Company Employee Plan (including each International Employee Plan, if any) and each Employee Agreement includingAgreement, without limitation, including all amendments thereto, thereto and all related trust documents, that are listed on Section 2.22(c)(i) of the Disclosure Schedule. The furnished documents and written interpretations thereof; include: (ii) the most recent annual actuarial valuations, if any, prepared reports for each Company Employee Plan; 2009 (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iviii) if the a Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (viv) the most recent summary plan description together with for the most recent summary(ies401(k) of material modifications thereto, if any, required under ERISA plan and insurance certificates issued with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Planthat are insured; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; (viiivi) all communications written communications, if any, material for 2011 to any Employee or Employees generally relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, any written communications to Employees relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixvii) all material correspondence to or from any governmental agency agency, if any, relating to any Company Employee Plan; (xviii) all COBRA forms and related notices; (xi) all policies policies, if any, pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xiiix) all discrimination tests nondiscrimination test reports and summaries for each Company Employee Plan for the most recent 2010 plan year, if any are required; and (xiiix) all registration statementsIRS determination or opinion letters issued, annual reports (Form 11-K if any, and all attachments thereto) applications and prospectuses prepared in connection correspondence with the IRS and/or the DOL, if any, with respect to such application or letter with respect to each Company Employee Plan.

Documents. The Company and each of its ERISA Affiliates has provided or made available Made Available, to Parent the extent applicable: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material all modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (viv) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements and contracts Contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any or proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in compensation benefits, acceleration of payments or vesting schedules or other events which would result in any material liability Liability to the Company; , (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) all model COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; years, and (xiiixi) all registration statementsthe most recent IRS determination, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection opinion, notification or advisory letters issued with respect to each Company Employee Plan. There is no fact, condition, or circumstance since the date the documents were provided in accordance with this Section 3.15(b) above, which would affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. No verbal promises or representations have been made to any Employees to increase their compensation or to continue their employment for any specific duration.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan including any and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports and financial statements (Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of the Company Employee Plan Plan's assets, if required by law; (v) the most recent summary plan description together with the most recent summary(ies) summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determinationdetermination letters, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Planpending application or advisory or opinion letter; (viiviii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viiivii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xviii) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law) for the past 12 months; (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xiix) all the two (2) most recent complete plan years discrimination tests for each Company Employee Plan for the most recent plan yearCompany's 401(k) Plan; and (xiiixi) any and all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each a Company Employee Plan.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan and each Company Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (ii) each relocation, repatriation and expatriation agreement; (iii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iiiiv) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (ivv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (vvi) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vivii) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contractsletters; (viii) all material communications material made to any Company Employee or Company Employees after January 1, 2002, relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all COBRA (as defined below) forms and related notices (or such forms and notices as required under comparable law); (x) all material correspondence to or from any governmental agency in the past three years relating to any Company Employee Plan; Plan (x) all COBRA forms and related noticesincluding any filings with any governmental agency); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of most recent plan years discrimination tests for each Company Employee Plan; and (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan. As used in this Agreement, “COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended and as codified in Section 4980B of the Code and Section 601 et. seq. of ERISA.

Documents. The Company has provided or made available to Parent Acquiror true, correct and complete copies, as applicable, of (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents (and written interpretations thereof; descriptions of the material terms of any such plan that is not in writing), (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code to be filed in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of such Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all material communications material to any current Company Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, including all communications relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Company or any Company Subsidiary, (ixvii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan other than routine correspondence in the normal course of operations of such Company Employee Plan; , (xviii) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; years, and (xiiix) all registration statements, annual reports the most recent Internal [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Revenue Service (Form 11-K and all attachments theretoor any other applicable Tax Authority) and prospectuses prepared in connection determination or opinion letter issued with respect to each Company Employee Plan, if applicable.

Documents. The Company has provided or previously made available to Parent Parent: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement includingPlan, without limitation, including all amendments thereto, all related trust documents thereto and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (including Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code Code, or any similar Laws of other jurisdictions applicable to the Company or its Subsidiaries, in connection with each Company Employee Plan or related trust; (iv) if the any Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings from the IRS or any similar Governmental Entity having jurisdiction over the Company or its Subsidiaries relating to Company Employee Plans and copies of all applications and any correspondence regarding actual or potential audits or investigations to or from the IRS, DOL or any other governmental agency Governmental Entity with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited toincluding fidelity or ERISA bonds, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all material communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, case relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyCompany and which are not reflected in the current summary plan description and plan document; (ix) all correspondence to or from any governmental agency material forms and notices relating to any Company Employee Planthe provision of post-employment continuation of health coverage; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; and (xiixi) all discrimination tests and qualification tests, if any, for each Company Employee Plan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.