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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 (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 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 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 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 (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 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 (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 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 events, any of 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 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 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 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 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 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 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 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 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 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 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 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 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 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 (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 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 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 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 To the extent such item pertains to Alliance, Alliance has provided or made available to Parent (i) Liquid correct and complete copies of of: (i) all documents embodying or relating to each Company Alliance Employee Plan Plan, and each Employee Alliance 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 Alliance 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 Alliance Employee Plan or related trustPlan; (iv) if the Company Alliance Employee Plan is funded, the most recent annual and periodic accounting of Company Alliance 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 Alliance 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 Alliance Employee Plan and any proposed Company Alliance 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 CompanyAlliance; (ixviii) all correspondence to or from any governmental agency relating to any Company Alliance 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 Alliance 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 Alliance 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 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 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 Target and each of its subsidiaries has provided or made available 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) each affirmative action plan, if applicable, (vii) all material 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; (ixviii) all correspondence to or from any governmental agency relating to any Company Target Employee Plan; , (xix) all COBRA model Consolidated Omnibus Budge 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 applicable discrimination tests for each Company Target Employee Plan for the three most recent plan year; and years, (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prospectuses, if any, prepared in connection with each Company Target Employee Plan, (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 and (xiv) the most recent Internal Revenue Service (“IRS”) determination or opinion letter issued with respect to each Target Employee Plan.

Documents. The Company has and each Affiliate have 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, (other than Excluded Temporary Agreements) 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, (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 currently effective written Contracts relating to each Company Employee Plans Plan in effect as of the date hereof, including administrative service agreements and copies of all applications and correspondence to or from the IRSgroup insurance contracts, 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 PlansPlan, in each casecase in the Company’s possession and, 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) other than correspondence provided routinely with respect to such Company Employee Plans, 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 most recent plan year; years, (xii) all “HIPAA Privacy Notices” and all “Business Associate Agreements” to the extent required under HIPAA in effect as of the date hereof and (xiii) all registration statementsIRS determination opinion, annual reports (Form 11-K notifications and all attachments thereto) and prospectuses prepared in connection advisory letters issued with respect to each Company Employee PlanPlan 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 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 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 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 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 Purchaser (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; , (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 Plans, in each case, relating to any material 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; , (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; 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) the most recent IRS determination or opinion letter issued 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 the terms and conditions of 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; , (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) all material 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 regarding amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments benefits 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 relating to any Company Employee Plan; , (xvii) all model COBRA forms and related notices; , if maintained by the Company for the prior two (xi2) years, (viii) all outstanding 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. 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 delivered to Parent a complete and --------- accurate copy of the following: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement Company Employment Agreement, 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 and Company Employment Agreement; (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 the most recent IRS determinationdetermination letter, 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 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 Company Employee or Company 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 current 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 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; (ix) all material 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 33 statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company Verigy has provided or made available to Parent (i) LTX-Credence correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Verigy Benefit Plan and each Verigy Employee Agreement including, without limitation, required to be disclosed pursuant to Section 3.12(b) above 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 such Verigy Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Verigy Benefit 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 trustVerigy Benefit Plan; (iv) if the Company Employee any Verigy Benefit Plan is funded, the most recent annual and periodic accounting of Company Employee Verigy Benefit 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 Verigy 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 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 from Verigy or its ERISA Affiliates to any Verigy Employee or Verigy Employees relating to any Company Employee Verigy Benefit Plan and any proposed Company Employee Verigy Benefit 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 liability material liability to the CompanyVerigy and its Subsidiaries, taken as a whole; (ixviii) all material correspondence to or from any governmental agency relating to any Company Employee Verigy Benefit Plan; and (xix) all COBRA forms and related notices; the three (xi3) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all most recent plan years’ discrimination tests for each Company Employee Verigy Benefit 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 Planwhich such tests are required.

Documents. The Company has provided or made available to Parent (i) where the Company Employee Plan has been reduced to writing, 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 documents, and, where the Company Employee Plan has not been reduced to writing, a written interpretations thereofsummary of all material plan terms; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports report (Series Form 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 trustPlan; (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of such Company Employee Plan assetsassets (or, if applicable, the most recent financial and asset statements, audited where required by applicable Law); (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; (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 current material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts and group insurance contracts, custodial agreements, funding agreements, investment management agreements, investment advisory agreements, and side letters; (viiivi) all communications material correspondence to or from any Employee or Employees Governmental Entity relating to any Company Employee Plan and any proposed other than routine correspondence in the normal course of operations of such Company Employee PlansPlan that occurred within the current calendar year, 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 Companythree (3) prior calendar years; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all current policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan, if any, and ERISA bond; (xiiviii) all discrimination nondiscrimination and top-heavy tests for each Company Employee Plan for the three most recent plan yearyears; and (xiiiix) 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 for which determination letters are currently available (or a copy of any pending application for a determination letter and any related correspondence from the IRS).

Documents. The Company has provided or made available to Parent (i) correct and complete copies of the following items, all of which are listed in Section 2.20(c) of the Company Schedule: (i) all documents embodying or relating to each Company Employee Plan and each Employee Agreement includingAgreement, without limitation, including all amendments thereto, thereto and written interpretations thereof and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts and written interpretations thereof; policies 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 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) 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 IRS or any other governmental agency the Department of Labor (“DOL”) 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; Company or the Surviving Corporation; (ixviii) all correspondence to or from any governmental agency Governmental Entity 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 three (3) most recent plan years discrimination tests, if any, for each Company Employee Plan; and (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 prospectuses, if any, prepared in connection with each Company Employee Plan.

Documents. The Company has provided or Sellers have made available to Parent Buyer, with respect to each Acquired Company Employee Plan (as applicable): (i) correct and complete copies of all documents embodying or relating to each Acquired Company Employee Plan and each (or, where the Acquired Company Employee Agreement includingPlan has not been reduced to writing, without limitationa written summary of all material plan terms), 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 (Series Form 5500 and all schedules and financial statements attached thereto), if any(iii) the three (3) most recent actuarial reports and financial statements, 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 current 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 currently in effect relating to each Acquired Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all material or non-routine communications material to any Employee or Employees relating to any Acquired Company Employee Plan and any proposed Acquired 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 or non-routine notices, filings, records and correspondence to or from any governmental agency Governmental Entity relating to any Acquired Company Employee Plan (other than routine correspondence in the normal course of operations of such Acquired Company Employee Plan; ), including any such notices, filings, records or correspondence concerning Governmental Entity audits or investigations, (xviii) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Acquired Company Employee Plan; Plan currently in effect, if any, (xiiix) all the three (3) most recent non-discrimination tests for and other compliance testing results, (x) the most recent IRS (or any other applicable Taxing Authority) determination or opinion letter issued with respect to each Acquired 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 Planwhich determination letters are currently available.

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 Caliper has provided delivered to Taconic, or made will make available to Parent immediately upon request, (i) correct and complete copies of all documents embodying or relating each Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to each the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Company Employee Plan and each Employee Agreement includingAgreement, without limitationincluding all amendments, all amendments theretosummary plan descriptions, all related and 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 for any Company Employee Plan or related trust; Plan, (iviii) 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) of material modifications thereto, if any, required under ERISA with respect to each such Company Employee Plan; ’s assets, (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 relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiiv) all material communications material to any Employee or Employees relating to any established or proposed Company Employee Plan and any proposed Company Employee Plans, in each case, relating that relates to any material 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 Liability to the Company; Company or ERISA Affiliates, (ixvi) all material correspondence to or from any governmental agency Governmental Entity 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 test results for each Company Employee Plan for the three (3) most recent plan year; and years, (xiiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection the most recent IRS determination letter issued with respect to each Company Employee Plan, and (x) visa and work permit information with respect to current Company Personnel. There is no Company Employee Plan that is maintained in any non-U.S. jurisdiction.

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; five (iii5) 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 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 received by the Company within the prior three (3) years; (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 the most recent registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan; and (xii) 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 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 Company and each ERISA Affiliate has provided or made available to Parent the Purchaser (i) correct and complete copies copies, which are correct and complete in all material respects 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 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; , (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; Plan within the three most recent plan years, (xix) all COBRA forms and related notices; (xi) all written policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests (if any) for each Company Employee Plan for the three (3) 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 PlanPlan and (xii) 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, (xiii) all confidentiality agreements between the Company and any Employee, (xiv) any staff handbook or written employment policies relating to the employment of any Employee with the Company or any of its Subsidiaries.

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, thereto all related trust documents and written interpretations thereofcopies of all forms of agreement and enrollment used therewith; (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; (viv) all IRS determination, opinion, notification and advisory determination letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL the Department of Labor ("DOL") or any other governmental agency agency, with respect to any Company Employee Plan; (vi) if the Employee Plan is funded, the most recent annual and periodic accounting of Employee Plan assets; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, 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 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 (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); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xiixi) all the three (3) most recent plan years discrimination tests for each Company Employee Plan for the most recent plan yearPlan; 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 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; (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 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 applicable Legal Requirements, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three two 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 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 and/or notifications to or from any governmental agency relating to any Company Employee Plan; , and (xvii) all COBRA forms and related notices; (xi) all policies pertaining the most recent IRS determination, opinion, notification or advisory letters issued with respect to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; . There is no fact, condition, or circumstance since the date the documents were Made Available in accordance with this paragraph (xii) all discrimination tests for each 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. No verbal promises or representations have been made to any Employees to increase their compensation or to continue their employment 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 Planany specific duration.

Documents. The Company has provided or made available delivered to Parent a complete and accurate copy of the following: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement Company Employment Agreement, 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 and Company Employment Agreement; (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 the most recent IRS determinationdetermination letter, 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 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 Company Employee or Company 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 current 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 delivered or made available to the 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 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 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 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 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.

Documents. The Company has provided or made available to Parent Parent, to the extent --------- requested by 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; (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.COBRA

Documents. The Company DSW has provided or made available to Parent FAA: (i) correct and complete copies of all documents embodying or relating to each Company DSW 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 DSW 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 DSW Employee Plan or related trustPlan; (iv) if the Company any DSW Employee Plan is funded, the most recent annual and periodic accounting of Company such DSW 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 DSW 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 DSW 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 DSW Employee Plan and any proposed Company DSW 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 CompanyDSW; (ix) all correspondence to or from any governmental agency relating to any Company DSW Employee Plan; (x) all COBRA forms and related notices; (xi) all notices, certificates and forms required under HIPAA; (xii) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company DSW Employee Plan; (xiixiii) all discrimination tests for each Company DSW Employee Plan for the most recent last three plan yearyears; and (xiiixiv) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company DSW 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 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 Internal Revenue Code in connection with each Company Employee Plan or related trustPlan; (iv) all written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts; (v) if the Company Employee Plan or International 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 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; and (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 year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Planyears.

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 [*] Confidential treatment requested. 61 CONFIDENTIAL TREATMENT REQUESTED 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 delivered to Parent (i) Acquiror 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 Company Employee Plan and International Employee Plan; (ii) in relation to each unfunded International Employee Plan, a description and a schedule of the liabilities under that International Employee Plan; (iii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan, and each International Employee Plan (and if there is no such actuarial valuation, a description and a schedule of the funding position of the relevant Company Employee Plan or International Employee Plan); (iiiiv) 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; (ivv) if the any Company Employee Plan is funded, the most recent annual and periodic accounting financial statements of the Company Employee Plan assetsPlan; (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 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 the IRSletters, DOL or any other governmental agency if any, 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 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 material 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 the Company from any governmental agency or from the Company to 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 three most recent plan years discrimination tests for each Company Employee Plan for subject to non-discrimination testing under the most recent plan yearCode; 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 Sellers have provided (or made available will provide no later than immediately following execution of this Agreement) to Parent (i) Buyer 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 Seller Employee 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 a Seller Employee Plan is funded, the most recent annual and periodic accounting of Company such Seller Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summaries 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 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 has provided or made available to Parent Parent: (i) correct and complete copies of all documents (or, to the extent no such copy exists, an accurate written description) 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, thereto and all related trust documents and written interpretations thereofor other funding instruments; (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 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 the most recent summary(ies) any 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 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 CompanyCompany or any of its Subsidiaries; (ixvii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; (xviii) the form of 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 test reports and summaries for each Company Employee Plan for the three 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; (xii) all HIPAA Privacy Notices, the form of notices of creditable coverage, and all business associate agreements to the extent required under HIPAA; (xiii) all IRS determination or opinion letter issued, and all applications and correspondence with the IRS and/or the DOL with respect to such application or letter with respect to each Company Employee Plan; and (xiv) any other material documentation related to the Company Employee Plans or Employee Agreements.

Documents. The Company has provided or made available to Parent (i) KLA-Tencor correct and complete copies of of: (A) all documents agreements or other contracts 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 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 material correspondence to or from any governmental agency relating to any Company Employee Plan; (xI) copies of all material COBRA forms and related noticesnotices (or such forms and notices as required under comparable law) specifically addressed to the Company Employee Plan; (xiJ) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three 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 (xiiiK) 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 delivered or made available to Parent Parent: (i) correct and complete copies of all material documents embodying or and relating to each Company Employee Plan, including the Plan and each Employee Agreement including, without limitationdocument, 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 (Form Series 5500 and all schedules and financial statements attached thereto5500), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iii) the three most recent actuarial reports (if applicable) for all Company Employee Plans; (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 theretodescription, 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 contracts, instruments or agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts investment management agreements, collective bargaining agreements and group insurance contracts; (viiivi) all communications material the most recent IRS determination or opinion letter issued with respect to any Employee or Employees relating to any each Company Employee Plan intended to be qualified under Section 401(a) of the Code; and (vii) all filings under the IRS’ Employee Plans Compliance Resolution System Program or any proposed Company Employee Plansof its predecessors, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration the U.S. Department of payments or vesting schedules Labor Delinquent Filer Voluntary Program or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency government correction program relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining . None of the Company, its Subsidiaries, any ERISA Affiliate, or any employee, officer, director, stockholder or other service provider of the Company or any of its Subsidiaries has made any promises or commitments, whether legally binding or not, to fiduciary liability insurance covering the fiduciaries of for each create any additional Company Employee Plan; (xii, agreement or arrangement, or to modify or change in any material way any existing Company Employee Plan. Other than as set forth in Section 411(d)(3) all discrimination tests for of the Code or individual employee agreements, there are no restrictions on the ability of the sponsor of each Company Employee Plan for to amend or terminate any Company Employee Plan, and 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 sponsor of each Company Employee PlanPlan has reserved such rights to amend or terminate the Company Employee Plans and not made any representations to the contrary.

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, 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 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 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 Contracts relating to each 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 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; and (xii) all the three (3) most recent plan years discrimination tests for each Company Employee Plan for the most recent plan year; and (xiii) all registration statementsPlan, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Planif any.

Documents. The Company and each 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 anyany , 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; , (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-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 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 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 of: (i) 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 thereofdocuments; (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 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 agreements, documents and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts, if any; (viii) all communications communications, if any, 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 correspondence, if any, to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related noticesnotices presently being used (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, if any; (xii) all discrimination tests tests, if any, for each Company Employee Plan for the three most recent plan yearyears; and (xiii) 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 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, 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 Sand has provided or made available to Parent Phoenix: (i) correct and complete copies of all documents embodying or relating to each Company Sand Employee Plan and each Sand 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 Sand 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 Sand Employee Plan or related trustPlan; (iv) if the Company Sand Employee Plan is funded, the most recent recently required and completed annual and periodic accounting of Company Sand 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 Sand 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 Sand Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all written communications material to any Sand Employee or Sand Employees relating to any Company Sand Employee Plan and any proposed Company Sand 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 CompanySand; (ix) all correspondence to or from any governmental agency relating to any Company Sand Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Sand Employee Plan; (xii) all discrimination tests for each Company Sand 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 Sand Employee Plan.

Documents. The Company has provided or made available to Parent Parent, to the extent --------- requested by 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; (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 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 Made Available (i) correct and complete copies of all documents embodying or relating to each material 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 material 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 written 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 to the Company; Company or any of its Subsidiaries, (ixvii) all material correspondence and/or notifications to or from any governmental agency Governmental Entity 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 nondiscrimination tests for each Company Employee Plan for the three (3) 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. 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. 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 Except as provided in Section 3.23(b) of the Target Disclosure Schedule, 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; 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 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 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 applicable Target Employee Plan 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 HIPAA privacy notices and all business associate agreements to the extent required under HIPAA, (xiv) the most recent Internal Revenue Services ("IRS") determination or opinion letter issued with respect to each Target Employee Plan and (xv) all rulings or notices issued by a governmental agency with respect to each Target Employee Plan.

Documents. The Company and each Subsidiary 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 schedules, audit reports or financial statements attached related 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 currently effective 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; contracts and plan loan documents (viiiincluding schedules, exhibits and security agreements) with participants of a defined contribution plan of the Company, (vi) 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 to the Company; Company or any Subsidiary, (ixvii) all non-routine, material correspondence to or from any governmental agency relating to any Company Employee Plan; Plan during the six years preceding this Agreement, (xviii) all COBRA forms nondiscrimination test 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; and years, (xiiiix) if applicable, all currently effective registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, and (x) all IRS determination, opinion, notification and/or advisory letters issued and all applications and correspondence with the IRS and DOL with respect to such application or letter with respect to each Company Employee Plan, if applicable. 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 (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 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 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.