Common use of EMPLOYEE AND FRINGE BENEFIT PLANS Clause in Contracts

EMPLOYEE AND FRINGE BENEFIT PLANS. (a) Schedule of Plans. Company Disclosure Schedule 3.9 lists each of the following that the Company or any ERISA Affiliate (as defined below) either maintains, is required to contribute to or otherwise participates in (or at any time maintained, contributed to or otherwise participated in) or as to which the Company or any ERISA Affiliate has any unsatisfied liability or obligations whether accrued, contingent or otherwise: (i) any employee pension benefit plan ("PENSION/PROFIT-SHARING PLAN") (as such term is defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), including any pension, profit-sharing, retirement, thrift or stock bonus plan; (ii) any "multi-employer plan" ("MULTI-EMPLOYER PLAN") (as such term is defined in ERISA); (iii) any employee welfare benefit plan ("WELFARE PLAN") (as such term is defined in ERISA); or (iv) any other compensation, stock option, restricted stock, fringe benefit or retirement plan, program, policy, understanding or arrangement of any kind whatsoever, whether formal or informal, not included in the foregoing and providing for benefits for, or the welfare of, any or all of the current or former employees or agents of the Company or any ERISA Affiliate or their beneficiaries or dependents, including any group health, life insurance, retiree medical, bonus, incentive or severance arrangement, and all outstanding stock options, restricted shares, phantom stock awards, stock appreciation rights, performance share unit awards or cash or other similar incentive awards thereunder; (all of the foregoing in items (i), (ii), (iii) and (iv) being referred to as "EMPLOYEE PLANS""). "ERISA AFFILIATE" means each trade or business (whether or not incorporated) which together with the Company is treated as a single employer pursuant to Code Section 414(b), (c), (m) or (o). The Company has delivered to Purchaser (and Company Disclosure Schedule 3.9 lists each item delivered) copies of the following: (1) each written Employee Plan, as amended (including either the original plan or the most recent restatement and all subsequent amendments); (2) the most recent IRS determination letter issued with respect to each Pension/Profit-Sharing Plan;

EMPLOYEE AND FRINGE BENEFIT PLANS. (a) Except as set forth in Schedule 4.8, Seller, with respect to employees, former employees or agents of Plans. Company Disclosure Schedule 3.9 lists each of the following that the Company or any ERISA Affiliate (as defined below) either maintainsSeller, does not maintain, is not required to contribute to or and does not otherwise participates participate in (or at any time and has not since its inception maintained, contributed to or otherwise participated in) or as to which the Company or any ERISA Affiliate has any unsatisfied liability or obligations whether accrued, contingent or otherwise: either: (i) any employee pension benefit plan ("PENSIONPension/PROFITProfit Sharing Plan"), any employee welfare benefit plan ("Welfare Plan") or any multi-SHARING PLANemployer plan ("Multi-Employer Plan") (as such term is terms are defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), including any pension, profit-profit sharing, retirement, thrift thrift, stock purchase or stock bonus option plan; ; or (ii) any "multi-employer plan" ("MULTI-EMPLOYER PLAN") (as such term is defined in ERISA); (iii) any employee welfare benefit plan ("WELFARE PLAN") (as such term is defined in ERISA); or (iv) any other compensation, stock option, restricted stockwelfare, fringe benefit or retirement plan, program, policy, understanding or arrangement of any kind whatsoever, whether formal or informal, not included in the foregoing and providing for benefits for, for or the welfare of, of any or all of the current or former employees or agents of the Company or any ERISA Affiliate Seller or their beneficiaries or dependents, . True and complete copies of the following documents with respect to the plans set forth on Schedule 4.8 have been delivered to Buyer: (i) the most recent plan document and trust agreement (including any group healthamendments thereto and prior plan documents, life insurance, retiree medical, bonus, incentive or severance arrangement, and all outstanding stock options, restricted shares, phantom stock awards, stock appreciation rights, performance share unit awards or cash or other similar incentive awards thereunder; (all of if amended within the foregoing in items (ilast three years), (ii)) the last five years IRS Form 5500 filings and schedules thereto, (iii) and (iv) being referred to as "EMPLOYEE PLANS""). "ERISA AFFILIATE" means each trade or business (whether or not incorporated) which together with the Company is treated as a single employer pursuant to Code Section 414(b), (c), (m) or (o). The Company has delivered to Purchaser (and Company Disclosure Schedule 3.9 lists each item delivered) copies of the following: (1) each written Employee Plan, as amended (including either the original plan or the most recent restatement and all subsequent amendments); (2) the most recent IRS determination letter issued letter, (iv) all summary plan descriptions, (v) each written communication to employees intended to describe a plan or any benefit provided in such plans, and (vi) all correspondence with the IRS or Department of Labor concerning any controversy with respect to each Pension/Profitsuch plans. Each plan listed on Schedule 4.8 is and has been maintained in compliance in all material respects with applicable law, including but not limited to ERISA and the Code and with any other applicable contractual obligations. Each plan listed on Schedule 4.8 that is intended to be tax qualified under Code section 401(a) has been determined by the Internal Revenue Service to be exempt from tax under the provisions of Code section 501(a) and, to Seller's and Shareholders' Knowledge, nothing has occurred, including the adoption or failure to adopt any plan amendment, which would adversely affect its qualification or tax-Sharing Plan;exempt status. Except as reflected on Schedule 4.10, there are no pending or, to Seller's or Shareholders' Knowledge, threatened claims, actions or lawsuits, other than routine claims for benefits in the ordinary course, asserted or instituted against (i) any plan or its assets or (ii) any fiduciary with respect to any plan for with Seller, it subsidiaries or affiliates, may be directly liable through indemnification obligations or otherwise.

EMPLOYEE AND FRINGE BENEFIT PLANS. (a) Schedule of Plans. Company Disclosure Schedule 3.9 3.20 lists each of the following that the Company Seller or any "ERISA Affiliate Affiliate" (as defined below) either maintains, is required to contribute to or otherwise participates in (or at any time maintained, contributed to or otherwise participated in) or as to which the Company Seller or any ERISA Affiliate has any unsatisfied liability or obligations obligation, whether accrued, contingent or otherwise: (i) any employee pension benefit plan ("PENSIONPension/PROFITProfit-SHARING PLANSharing Plan") (as such term is defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), including any pension, profit-sharing, retirement, thrift or stock bonus plan; (ii) any "multi-employer plan" ("MULTIMulti-EMPLOYER PLANEmployer Plan") (as such term is defined in ERISA); (iii) any employee welfare benefit plan ("WELFARE PLANWelfare Plan") (as such term is defined in ERISA); or (iv) any other compensation, stock option, restricted stock, fringe benefit or retirement plan, program, policy, understanding or arrangement of any kind whatsoever, whether formal or informal, not included in the foregoing and providing for benefits for, or the welfare of, any or all of the current or former employees or agents of the Company Seller or any ERISA Affiliate or their beneficiaries or dependents, including any group health, life insurance, retiree medical, bonus, incentive or severance arrangement, and all outstanding stock options, restricted shares, phantom stock awards, stock appreciation rights, performance share unit awards or cash or other similar incentive awards thereunder; (all of the foregoing in items (i), (ii), (iii) and (iv) being referred to as "EMPLOYEE PLANS""). "ERISA AFFILIATE" means each trade or business (whether or not incorporated) which together with the Company is treated as a single employer pursuant to Code Section 414(b), (c), (m) or (o). The Company has delivered to Purchaser (and Company Disclosure Schedule 3.9 lists each item delivered) copies of the following: (1) each written Employee Plan, as amended (including either the original plan or the most recent restatement and all subsequent amendments); (2) the most recent IRS determination letter issued with respect to each Pension/Profit-Sharing Plan;

EMPLOYEE AND FRINGE BENEFIT PLANS. (a) SCHEDULE OF PLANS. Schedule of Plans. Company Disclosure Schedule 3.9 3.21 lists each of the following that the Company Seller or any "ERISA Affiliate Affiliate" (as defined below) either maintains, is required to contribute to or otherwise participates in (or at any time maintained, contributed to or otherwise participated in) or as to which the Company Seller or any ERISA Affiliate has any unsatisfied liability or obligations obligation, whether accrued, contingent or otherwise: (i) any employee pension benefit plan ("PENSIONPension/PROFITProfit-SHARING PLANSharing Plan") (as such term is defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), including any pension, profit-sharing, retirement, thrift or stock bonus plan; (ii) any "multi-employer plan" ("MULTIMulti-EMPLOYER PLANEmployer Plan") (as such term is defined in ERISA); (iii) any employee welfare benefit plan ("WELFARE PLANWelfare Plan") (as such term is defined in ERISA); or (iv) any other compensation, stock option, restricted stock, fringe benefit or retirement plan, program, policy, understanding or arrangement of any kind whatsoever, whether formal or informal, not included in the foregoing and providing for benefits for, or the welfare of, any or all of the current or former employees or agents of the Company Seller or any ERISA Affiliate or their beneficiaries or dependents, including any group health, life insurance, retiree medical, bonus, incentive or severance arrangement, and all outstanding stock options, restricted shares, phantom stock awards, stock appreciation rights, performance share unit awards or cash or other similar incentive awards thereunder; (all of the foregoing in items (i), (ii), (iii) and (iv) being referred to as "EMPLOYEE PLANS""). "ERISA AFFILIATE" means each trade or business (whether or not incorporated) which together with the Company is treated as a single employer pursuant to Code Section 414(b), (c), (m) or (o). The Company has delivered to Purchaser (and Company Disclosure Schedule 3.9 lists each item delivered) copies of the following: (1) each written Employee Plan, as amended (including either the original plan or the most recent restatement and all subsequent amendments); (2) the most recent IRS determination letter issued with respect to each Pension/Profit-Sharing Plan;