Common use of Employee and Labor Matters; Benefit Plans Clause in Contracts

Employee and Labor Matters; Benefit Plans. (a) Part 3.12(a) of the Parent Disclosure Schedule lists all employee pension benefit plans (as defined in Section 3(2) of the ERISA), all employee welfare benefit plans (as defined in Section 3(1) of ERISA), and all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance, perquisites, fringe benefits and other similar benefit plans, programs, Contracts, arrangements or policies (including a specific identification of those which contain change of control provisions or pending change of control provisions), and any employment, executive compensation or severance agreements (including a specific identification of those which contain change of control provisions or pending change of control provisions), written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, any foreign or domestic former or current employee, officer, director, independent contractor or consultant (or any of their beneficiaries) of Parent or its Subsidiaries or any other Entity (whether or not incorporated) which is a member of a controlled group which includes any of Parent or its Subsidiaries or which is under common control with any of Parent or its Subsidiaries within the meaning of Sections 414(b), (c), (m) or (o) of the Code or Section 4001(a) (14) or (b) of ERISA, as well as each plan with respect to which any of Parent or its Subsidiaries could incur liability under Title IV of ERISA or Section 412 of the Code (collectively, the "Parent Employee Plans"). Parent has made available to the Company, in a reasonable time, place and manner, copies of (i) each such written Parent Employee Plan (or a written description of any Parent Employee Plan which is not written) and all related trust agreements, insurance and other contracts (including policies), summary plan descriptions, summaries of material modifications, registration statements (including all attachments), prospectuses and communications distributed to plan participants, (ii) the three most recent annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Parent Employee Plan required to make such a filing, (iii) the most recent actuarial valuation for each Parent Employee Plan subject to Title IV of ERISA, (iv) the latest reports which have been filed with the U.S. Department of Labor with respect to each Parent Employee Plan required to make such filing, (v) the most recent favorable determination letters issued for each Parent Employee Plan and related trust which is intended to be qualified under Section 401(a) of the Code (and, if an application for such determination is pending, a copy of the application for such determination), (vi) financial and other information regarding current and projected liabilities with respect to each Parent Employee Plan for which the filings described in (ii), (iii) or (iv) above are not required under ERISA and (vii) all correspondence between the Internal Revenue Service and/or the Department of Labor and Parent and/or any of its Subsidiaries (b) (i) none of the Parent Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person (other than continuation coverage to the extent required by law, whether pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, or otherwise), and none of the Parent Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) no party in interest or disqualified person (as defined in Section 3(14) of ERISA and Section 4975 of the Code) has at any time engaged in a transaction with respect to any Parent Employee Plan which could subject Parent or any Subsidiary of Parent, directly or indirectly, to a material tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Parent Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach would reasonably be expected to have a Material Adverse Effect on Parent or any Subsidiary of Parent; (iv) all Parent Employee Plans have been established and maintained substantially in accordance with their terms and have been operated in compliance in all material respects with all applicable Legal Requirements, and may by their terms be amended and/or terminated at any time without the consent of any other Person subject to applicable Legal Requirements and the terms of each Parent Employee Plan, and Parent and each Subsidiary of Parent has performed all material obligations required to be performed by them under, and are not in any material respect in default under or in violation of, any Parent Employee Plan, and neither Parent nor any Subsidiary of Parent has any knowledge of any default or violation by any other Person with respect to, any of the Parent Employee Plans; (v) each Parent Employee Plan which is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the Internal Revenue Service as to such plan's qualified status under Section 401(a) of the Code (or comparable letter, such as an opinion or notification letter as to the form of plan adopted by Parent or any Subsidiary of Parent), and, to Parent's knowledge, nothing has occurred since the issuance of such letter which may reasonably be expected to impair such favorable determination or otherwise impair the qualified status of such plan; (vi) all contributions required to be made with respect to any Parent Employee Plan pursuant to Section 412 of the Code, or the terms of Parent Employee Plan or any collective bargaining agreement, have been made on or before their due dates (including any extensions thereof); (vii) with respect to each Parent Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) has occurred for which there is any material outstanding liability to Parent or any Subsidiary of Parent nor would the consummation of the transactions contemplated hereby (including the execution of this Agreement) constitute a reportable event for which the 30-day notice requirement has not been waived; and (viii) neither Parent nor any Subsidiary of Parent has incurred or reasonably expects to incur any material liability under Title IV of ERISA including, without limitation, any material liability arising out of or resulting from an event described in Section 4062, 4063 or 4041 of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course).

Employee and Labor Matters; Benefit Plans. (a) Part 3.12(a2.12(a) of the Parent Company Disclosure Schedule lists all employee pension benefit plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all employee welfare benefit plans (as defined in Section 3(1) of ERISA), and all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance, perquisites, fringe benefits and other similar benefit plans, programs, Contracts, arrangements or policies (including a specific identification of those which contain change of control provisions or pending change of control provisions), and any employment, executive compensation or severance agreements (including a specific identification of those which contain change of control provisions or pending change of control provisions), written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, any foreign or domestic former or current employee, officer, director, independent contractor or consultant (or any of their beneficiaries) of Parent or its Subsidiaries any Constituent Corporation or any other Entity (whether or not incorporated) which is a member of a controlled group which includes any of Parent or its Subsidiaries the Constituent Corporations or which is under common control with any of Parent or its Subsidiaries the Constituent Corporations within the meaning of Sections 414(b), (c), (m) or (o) of the Code or Section 4001(a) (14) or (b) of ERISA, as well as each plan with respect to which any of Parent or its Subsidiaries the Constituent Corporations could incur liability under Title IV of ERISA or Section 412 of the Code (collectively, the "Parent Company Employee Plans"). Parent The Company has made available to the CompanyParent, in a reasonable time, place and manner, copies of (i) each such written Parent Company Employee Plan (or a written description of any Parent Company Employee Plan which is not written) and all related trust agreements, insurance and other contracts (including policies), summary plan descriptions, summaries of material modifications, registration statements (including all attachments), prospectuses and communications distributed to plan participants, (ii) the three most recent annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Parent Company Employee Plan required to make such a filing, (iii) the most recent actuarial valuation for each Parent Company Employee Plan subject to Title IV of ERISA, (iv) the latest reports which have been filed with the U.S. Department of Labor with respect to each Parent Company Employee Plan required to make such filing, (v) the most recent favorable determination letters issued for each Parent Company Employee Plan and related trust which is intended to be qualified under Section 401(a) of the Code (and, if an application for such determination is pending, a copy of the application for such determination), (vi) financial and other information regarding current and projected liabilities with respect to each Parent Company Employee Plan for which the filings described in (ii), (iii) or (iv) above are not required under ERISA and (vii) all correspondence between the Internal Revenue Service and/or the Department of Labor and Parent the Company and/or any of its Subsidiaries the other Constituent Corporations. (b) (i) none of the Parent Company Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person (other than continuation coverage to the extent required by law, whether pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, 1985 or otherwise), and none of the Parent Company Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) no party in interest or disqualified person (as defined in Section 3(14) of ERISA and Section 4975 of the Code) has at any time engaged in a transaction with respect to any Parent Company Employee Plan which could subject Parent or any Subsidiary of Parentthe Constituent Corporations, directly or indirectly, to a material tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Parent Company Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach would reasonably be expected to have a Material Adverse Effect on Parent or any Subsidiary of Parentthe Constituent Corporations; (iv) all Parent Company Employee Plans have been established and maintained substantially in accordance with their terms and have been operated in compliance in all material respects with all applicable Legal Requirements, and may by their terms be amended and/or terminated at any time without the consent of any other Person subject to applicable Legal Requirements and the terms of each Parent Company Employee Plan, and Parent and each Subsidiary of Parent the Constituent Corporations has performed all material obligations required to be performed by them under, and are not in any material respect in default under or in violation of, any Parent Company Employee Plan, and neither Parent nor any Subsidiary none of Parent the Constituent Corporations has any knowledge of any default or violation by any other Person with respect to, any of the Parent Company Employee Plans; (v) each Parent Company Employee Plan which is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the Internal Revenue Service as to such plan's qualified status under Section 401(a) of the Code (or comparable letter, such as an opinion or notification letter as to the form of plan adopted by Parent one or any Subsidiary of Parentmore Constituent Corporations), and, to Parentthe Company's knowledge, nothing has occurred since the issuance of such letter which may reasonably be expected to impair such favorable determination or otherwise impair the qualified status of such plan; (vi) all contributions required to be made with respect to any Parent Company Employee Plan pursuant to Section 412 of the Code, or the terms of Parent the Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates (including any extensions thereof); (vii) with respect to each Parent Company Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) has occurred for which there is any material outstanding liability to Parent or any Subsidiary of Parent Constituent Corporation nor would the consummation of the transactions contemplated hereby (including the execution of this Agreement) constitute a reportable event for which the 30-day notice requirement has not been waived; and (viii) neither Parent nor any Subsidiary none of Parent the Constituent Corporations has incurred or reasonably expects to incur any material liability under Title IV of ERISA including, without limitation, any material liability arising out of or resulting from an event described in Section 4062, 4063 or 4041 of ERISA (other than liability for premium payments to the PBGC Pension Benefit Guaranty Corporation (the "PBGC") arising in the ordinary course).

Employee and Labor Matters; Benefit Plans. (a) Part 3.12(aSchedule 2.12(a) of the Parent Company Disclosure Schedule lists as of the date of this Agreement (i) all employee pension benefit plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) all employee welfare benefit plans (as defined in Section 3(1) of ERISA), and (iii) all other pension, bonus, commission, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance, perquisites, fringe benefits and other similar benefit plans (including, without limitation, any fringe benefit under Section 132 of the Code and any foreign plans), programs, Contracts, arrangements or policies (including a specific identification of those which contain change of control provisions or pending change of control provisions), and (iv) any employment, executive compensation or severance agreements (including a specific identification of those which contain change of control provisions or pending change of control provisions), whether written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, of any foreign or domestic former or current employee, officer, director, independent contractor or consultant (or any of their beneficiaries) of Parent or its Subsidiaries Acquired Corporation or any other Entity (whether or not incorporated) which is a member of a controlled group which includes any of Parent or its Subsidiaries the Acquired Corporations or which is under common control with any of Parent or its Subsidiaries the Acquired Corporations within the meaning of Sections 414(b), (c), (m) or (o) of the Code or Section 4001(a) (14) or (b) of ERISAERISA (each a “Company ERISA Affiliate”) for the benefit of, as well as each plan with respect to which or relating to, any former or current employee, officer or director (or any of Parent their beneficiaries) of any Acquired Corporation or its Subsidiaries could incur liability under Title IV of any other Company ERISA Affiliate (all such plans, programs, Contracts, agreements, arrangements or policies as described in this Section 412 of 2.12(a) shall be collectively referred to as the Code (collectively, the "Parent “Company Employee Plans"”). Parent The Company has made available to the CompanyParent, in a reasonable time, place and manner, true and complete copies of (i) each such written Parent Company Employee Plan (or a written description of any Parent Company Employee Plan which is not written) and all related trust agreements, insurance and other contracts (including policies), summary plan descriptions, summaries of material modifications, registration statements (including all attachments), prospectuses and communications distributed to plan participants, (ii) the three most recent annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Parent Company Employee Plan required to make such a filing, (iii) the most recent actuarial valuation for each Parent Company Employee Plan subject to Title IV of ERISA, (iv) the latest reports which have been filed with the U.S. Department of Labor with respect to each Parent Employee Plan required to make such filing, (v) the most recent favorable determination letters issued for each Parent Company Employee Plan and related trust which is intended to be qualified under Section 401(a) of the Code (and, if an application for such determination is pending, a copy of the application for such determination), and (viv) financial and other information regarding current and projected liabilities liabilities, if any, with respect to each Parent Company Employee Plan for which the filings described in (ii), (iii) or (iviii) above are not required under ERISA and (vii) all correspondence between the Internal Revenue Service and/or the Department of Labor and Parent and/or any of its Subsidiaries (b) (i) none of the Parent Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person (other than continuation coverage to the extent required by law, whether pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, or otherwise), and none of the Parent Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) no party in interest or disqualified person (as defined in Section 3(14) of ERISA and Section 4975 of the Code) has at any time engaged in a transaction with respect to any Parent Employee Plan which could subject Parent or any Subsidiary of Parent, directly or indirectly, to a material tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Parent Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach would reasonably be expected to have a Material Adverse Effect on Parent or any Subsidiary of Parent; (iv) all Parent Employee Plans have been established and maintained substantially in accordance with their terms and have been operated in compliance in all material respects with all applicable Legal Requirements, and may by their terms be amended and/or terminated at any time without the consent of any other Person subject to applicable Legal Requirements and the terms of each Parent Employee Plan, and Parent and each Subsidiary of Parent has performed all material obligations required to be performed by them under, and are not in any material respect in default under or in violation of, any Parent Employee Plan, and neither Parent nor any Subsidiary of Parent has any knowledge of any default or violation by any other Person with respect to, any of the Parent Employee Plans; (v) each Parent Employee Plan which is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the Internal Revenue Service as to such plan's qualified status under Section 401(a) of the Code (or comparable letter, such as an opinion or notification letter as to the form of plan adopted by Parent or any Subsidiary of Parent), and, to Parent's knowledge, nothing has occurred since the issuance of such letter which may reasonably be expected to impair such favorable determination or otherwise impair the qualified status of such plan; (vi) all contributions required to be made with respect to any Parent Employee Plan pursuant to Section 412 of the Code, or the terms of Parent Employee Plan or any collective bargaining agreement, have been made on or before their due dates (including any extensions thereof); (vii) with respect to each Parent Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) has occurred for which there is any material outstanding liability to Parent or any Subsidiary of Parent nor would the consummation of the transactions contemplated hereby (including the execution of this Agreement) constitute a reportable event for which the 30-day notice requirement has not been waived; and (viii) neither Parent nor any Subsidiary of Parent has incurred or reasonably expects to incur any material liability under Title IV of ERISA including, without limitation, any material liability arising out of or resulting from an event described in Section 4062, 4063 or 4041 of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course).

Employee and Labor Matters; Benefit Plans. (a) Part 3.12(a2.13(a) of the Parent Company Disclosure Schedule lists all employee pension benefit plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all employee welfare benefit plans (as defined in Section 3(1) of ERISA), and all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance, perquisites, fringe benefits and other similar benefit plans, programs, Contracts, programs or arrangements or policies (including a specific identification of those which contain change of control provisions or pending change of control provisions), and any employment, executive compensation or severance agreements (including a specific identification of those which contain change of control provisions or pending change of control provisions), written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, any foreign or domestic former or current employee, officer, director, independent contractor or consultant (or any of their beneficiaries) of Parent or its Subsidiaries any Acquired Corporation or any other Entity (whether or not incorporated) which is a member of a controlled group which includes any of Parent or its Subsidiaries the Acquired Corporations or which is under common control with any of Parent or its Subsidiaries the Acquired Corporations within the meaning of Sections 414(b), (c), (m) or (o) of the Code or Section 4001(a) (14) or (b) of ERISA, as well as each plan with respect to which any of Parent or its Subsidiaries the Acquired Corporations could incur liability under Title IV of ERISA or Section 412 of the Code (collectively, the "Parent Company Employee Plans"). Parent The Company has made available to the CompanyParent, in a reasonable time, place and manner, copies of (i) each such written Parent Company Employee Plan (or a written description of any Parent Company Employee Plan which is not written) and all related trust agreements, insurance and other contracts (including policies), summary plan descriptions, summaries of material modifications, registration statements (including all attachments), prospectuses and communications distributed to plan participants, (ii) the three most recent annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Parent Company Employee Plan required to make such a filing, (iii) the most recent actuarial valuation for each Parent Company Employee Plan subject to Title IV of ERISA, (iv) the latest reports which have been filed with the U.S. Department of Labor with respect to each Parent Company Employee Plan required to make such filing, (v) the most recent favorable determination letters issued for each Parent Company Employee Plan and related trust which is intended to be qualified under Section 401(a) of the Code (and, if an application for such determination is pending, a copy of the application for such determination), and (vi) financial and other information regarding current and projected liabilities with respect to each Parent Company Employee Plan for which the filings described in (ii), (iii) or (iv) above are not required under ERISA and (vii) all correspondence between the Internal Revenue Service and/or the Department of Labor and Parent and/or any of its Subsidiaries (b) (i) none of the Parent Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person (other than continuation coverage to the extent required by law, whether pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, or otherwise), and none of the Parent Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) no party in interest or disqualified person (as defined in Section 3(14) of ERISA and Section 4975 of the Code) has at any time engaged in a transaction with respect to any Parent Employee Plan which could subject Parent or any Subsidiary of Parent, directly or indirectly, to a material tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Parent Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach would reasonably be expected to have a Material Adverse Effect on Parent or any Subsidiary of Parent; (iv) all Parent Employee Plans have been established and maintained substantially in accordance with their terms and have been operated in compliance in all material respects with all applicable Legal Requirements, and may by their terms be amended and/or terminated at any time without the consent of any other Person subject to applicable Legal Requirements and the terms of each Parent Employee Plan, and Parent and each Subsidiary of Parent has performed all material obligations required to be performed by them under, and are not in any material respect in default under or in violation of, any Parent Employee Plan, and neither Parent nor any Subsidiary of Parent has any knowledge of any default or violation by any other Person with respect to, any of the Parent Employee Plans; (v) each Parent Employee Plan which is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the Internal Revenue Service as to such plan's qualified status under Section 401(a) of the Code (or comparable letter, such as an opinion or notification letter as to the form of plan adopted by Parent or any Subsidiary of Parent), and, to Parent's knowledge, nothing has occurred since the issuance of such letter which may reasonably be expected to impair such favorable determination or otherwise impair the qualified status of such plan; (vi) all contributions required to be made with respect to any Parent Employee Plan pursuant to Section 412 of the Code, or the terms of Parent Employee Plan or any collective bargaining agreement, have been made on or before their due dates (including any extensions thereof); (vii) with respect to each Parent Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) has occurred for which there is any material outstanding liability to Parent or any Subsidiary of Parent nor would the consummation of the transactions contemplated hereby (including the execution of this Agreement) constitute a reportable event for which the 30-day notice requirement has not been waived; and (viii) neither Parent nor any Subsidiary of Parent has incurred or reasonably expects to incur any material liability under Title IV of ERISA including, without limitation, any material liability arising out of or resulting from an event described in Section 4062, 4063 or 4041 of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course).

Employee and Labor Matters; Benefit Plans. (a) Part 3.12(aSchedule 2.13(a) of the Parent Disclosure Schedule lists all employee pension benefit plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all employee welfare benefit plans (as defined in Section 3(1) of ERISA), and all other bonus, stock optionStock Option Plan, stock purchase, incentive, deferred compensation, supplemental retirement, severance, perquisites, fringe benefits and other similar benefit plans, programs, Contracts, programs or arrangements or policies (including a specific identification of those which contain change of control provisions or pending change of control provisions), and any employment, executive compensation or severance agreements (including a specific identification of those which contain change of control provisions or pending change of control provisions), written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, any foreign or domestic former or current employee, officer, director, independent contractor or consultant (or any of their beneficiaries) of Parent or its Subsidiaries any Acquired Company or any other Entity (whether or not incorporated) which is a member of a controlled group which includes any of Parent or its Subsidiaries the Acquired Companies or which is under common control with any of Parent or its Subsidiaries the Acquired Companies within the meaning of Sections 414(b), (c), (m) or (o) of the Code or Section 4001(a) (14) or (b) of ERISA, as well as each plan with respect to which any of Parent or its Subsidiaries the Acquired Companies could incur liability under Title IV of ERISA or Section 412 of the Code (collectively, the "Parent Employee PlansCOMPANY EMPLOYEE PLANS"). The Company has Delivered to Parent has made available to the Company, in a reasonable time, place and manner, copies of (i) each such written Parent Company Employee Plan (or a written description of any Parent Company Employee Plan which is not written) and all related trust agreements, insurance and other contracts (including policies), summary plan descriptions, summaries of material modifications, registration statements (including all attachments), prospectuses and communications distributed to plan participants, (ii) the three most recent annual reports on Form 5500 series, with accompanying financial statements, schedules and attachments, filed with respect to each Parent Company Employee Plan required to make such a filing, (iii) the most recent actuarial valuation for each Parent Company Employee Plan subject to Title IV of ERISA, (iv) the latest reports which have been filed with the U.S. Department of Labor with respect to each Parent Company Employee Plan required to make such filing, (v) the most recent favorable determination letters issued for each Parent Company Employee Plan and related trust which is intended to be qualified under Section 401(a) of the Code (and, if an application for such determination is pending, a copy of the application for such determination), and (vi) financial and other information regarding current and projected liabilities with respect to each Parent Company Employee Plan for which the filings described in (ii), (iii) or (iv) above are not required under ERISA and (vii) all correspondence between the Internal Revenue Service and/or the Department of Labor and Parent and/or any of its Subsidiaries (b) (i) none of the Parent Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person (other than continuation coverage to the extent required by law, whether pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, or otherwise), and none of the Parent Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) no party in interest or disqualified person (as defined in Section 3(14) of ERISA and Section 4975 of the Code) has at any time engaged in a transaction with respect to any Parent Employee Plan which could subject Parent or any Subsidiary of Parent, directly or indirectly, to a material tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Parent Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach would reasonably be expected to have a Material Adverse Effect on Parent or any Subsidiary of Parent; (iv) all Parent Employee Plans have been established and maintained substantially in accordance with their terms and have been operated in compliance in all material respects with all applicable Legal Requirements, and may by their terms be amended and/or terminated at any time without the consent of any other Person subject to applicable Legal Requirements and the terms of each Parent Employee Plan, and Parent and each Subsidiary of Parent has performed all material obligations required to be performed by them under, and are not in any material respect in default under or in violation of, any Parent Employee Plan, and neither Parent nor any Subsidiary of Parent has any knowledge of any default or violation by any other Person with respect to, any of the Parent Employee Plans; (v) each Parent Employee Plan which is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the Internal Revenue Service as to such plan's qualified status under Section 401(a) of the Code (or comparable letter, such as an opinion or notification letter as to the form of plan adopted by Parent or any Subsidiary of Parent), and, to Parent's knowledge, nothing has occurred since the issuance of such letter which may reasonably be expected to impair such favorable determination or otherwise impair the qualified status of such plan; (vi) all contributions required to be made with respect to any Parent Employee Plan pursuant to Section 412 of the Code, or the terms of Parent Employee Plan or any collective bargaining agreement, have been made on or before their due dates (including any extensions thereof); (vii) with respect to each Parent Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) has occurred for which there is any material outstanding liability to Parent or any Subsidiary of Parent nor would the consummation of the transactions contemplated hereby (including the execution of this Agreement) constitute a reportable event for which the 30-day notice requirement has not been waived; and (viii) neither Parent nor any Subsidiary of Parent has incurred or reasonably expects to incur any material liability under Title IV of ERISA including, without limitation, any material liability arising out of or resulting from an event described in Section 4062, 4063 or 4041 of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course).

Employee and Labor Matters; Benefit Plans. (a) Part Schedule 3.12(a) of the Parent Disclosure Schedule lists as of the date of this Agreement (i) all employee pension benefit plans (as defined in Section 3(2) of the ERISA), (ii) all employee welfare benefit plans (as defined in Section 3(1) of ERISA), and (iii) all other pension, bonus, commission, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance, perquisites, fringe benefits and other similar benefit plans (including, without limitation, any fringe benefit under Section 132 of the Code and any foreign plans), programs, Contracts, arrangements or policies (including a specific identification of those which contain change of control provisions or pending change of control provisions), and (iv) any employment, executive compensation or severance agreements (including a specific identification of those which contain change of control provisions or pending change of control provisions), whether written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, of any foreign or domestic former or current employee, officer, director, independent contractor or consultant (or any of their beneficiaries) of Parent or its Subsidiaries SafeNet Corporation or any other Entity (whether or not incorporated) which is a member of a controlled group which includes any of Parent or its Subsidiaries the SafeNet Corporations or which is under common control with any of Parent or its Subsidiaries the SafeNet Corporations within the meaning of Sections 414(b), (c), (m) or (o) of the Code or Section 4001(a) (14) or (b) of ERISAERISA (each, as well as each plan with respect to which a “Parent ERISA Affiliate”) for the benefit of, or relating to, any former or current employee, officer or director (or any of their beneficiaries) of any SafeNet Corporation or any other Parent ERISA Affiliate (all such plans, programs, Contracts, agreements, arrangements or its Subsidiaries could incur liability under Title IV of ERISA or policies as described in this Section 412 of 3.12(a) shall be collectively referred to as the Code (collectively, the "“Parent Employee Plans"”). Parent has made available to the Company, in a reasonable time, place and manner, true and complete copies of (i) each such written Parent Employee Plan (or a written description of any Parent Employee Plan which is not written) and all related trust agreements, insurance and other contracts (including policies), summary plan descriptions, summaries of material modifications, registration statements (including all attachments), prospectuses and communications distributed to plan participants, (ii) the three most recent annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Parent Employee Plan required to make such a filing, (iii) the most recent actuarial valuation for each Parent Employee Plan subject to Title IV of ERISA, (iv) the latest reports which have been filed with the U.S. Department of Labor with respect to each Parent Employee Plan required to make such filing, (v) the most recent favorable determination letters issued for each Parent Employee Plan and related trust which is intended to be qualified under Section 401(a) of the Code (and, if an application for such determination is pending, a copy of the application for such determination), and (viv) financial and other information regarding current and projected liabilities liabilities, if any, with respect to each Parent Employee Plan for which the filings described in (ii), (iii) or (iviii) above are not required under ERISA and (vii) all correspondence between the Internal Revenue Service and/or the Department of Labor and Parent and/or any of its Subsidiaries (b) (i) none of the Parent Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person (other than continuation coverage to the extent required by law, whether pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, or otherwise), and none of the Parent Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) no party in interest or disqualified person (as defined in Section 3(14) of ERISA and Section 4975 of the Code) has at any time engaged in a transaction with respect to any Parent Employee Plan which could subject Parent or any Subsidiary of Parent, directly or indirectly, to a material tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Parent Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach would reasonably be expected to have a Material Adverse Effect on Parent or any Subsidiary of Parent; (iv) all Parent Employee Plans have been established and maintained substantially in accordance with their terms and have been operated in compliance in all material respects with all applicable Legal Requirements, and may by their terms be amended and/or terminated at any time without the consent of any other Person subject to applicable Legal Requirements and the terms of each Parent Employee Plan, and Parent and each Subsidiary of Parent has performed all material obligations required to be performed by them under, and are not in any material respect in default under or in violation of, any Parent Employee Plan, and neither Parent nor any Subsidiary of Parent has any knowledge of any default or violation by any other Person with respect to, any of the Parent Employee Plans; (v) each Parent Employee Plan which is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the Internal Revenue Service as to such plan's qualified status under Section 401(a) of the Code (or comparable letter, such as an opinion or notification letter as to the form of plan adopted by Parent or any Subsidiary of Parent), and, to Parent's knowledge, nothing has occurred since the issuance of such letter which may reasonably be expected to impair such favorable determination or otherwise impair the qualified status of such plan; (vi) all contributions required to be made with respect to any Parent Employee Plan pursuant to Section 412 of the Code, or the terms of Parent Employee Plan or any collective bargaining agreement, have been made on or before their due dates (including any extensions thereof); (vii) with respect to each Parent Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) has occurred for which there is any material outstanding liability to Parent or any Subsidiary of Parent nor would the consummation of the transactions contemplated hereby (including the execution of this Agreement) constitute a reportable event for which the 30-day notice requirement has not been waived; and (viii) neither Parent nor any Subsidiary of Parent has incurred or reasonably expects to incur any material liability under Title IV of ERISA including, without limitation, any material liability arising out of or resulting from an event described in Section 4062, 4063 or 4041 of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course).

Employee and Labor Matters; Benefit Plans. (a) Part 3.12(a2.12(a) of the Parent Company Disclosure Schedule lists (i) all employee pension benefit plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), (ii) all employee welfare benefit plans (as defined in Section 3(1) of ERISA), and (iii) all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance, perquisites, fringe benefits and other similar benefit plans, programs, Contracts, arrangements or policies (including a specific identification of those which contain change of control provisions or pending change of control provisions), and (iv) any employment, executive compensation or severance agreements (including a specific identification of those which contain change of control provisions or pending change of control provisions), whether written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, of any foreign or domestic former or current employee, officer, director, independent contractor or consultant (or any of their beneficiaries) of Parent or its Subsidiaries Acquired Corporation or any other Entity (whether or not incorporated) which is a member of a controlled group which includes any of Parent or its Subsidiaries the Acquired Corporations or which is under common control with any of Parent or its Subsidiaries the Acquired Corporations within the meaning of Sections 414(b), (c), (m) or (o) of the Code or Section 4001(a) (14) or (b) of ERISAERISA ("ERISA AFFILIATES") (all such plans, programs, Contracts, agreements, arrangements or policies as well described in this Section 2.12 shall be collectively referred to as each plan with respect to which the "COMPANY EMPLOYEE PLANS") for the benefit of, or relating to, any former or current employee, officer or director (or any of Parent their beneficiaries) of any Acquired Corporation or its Subsidiaries could incur liability under Title IV of any other ERISA or Section 412 of the Code (collectively, the "Parent Employee Plans")Affiliate. Parent The Company has made available to the CompanyParent, in a reasonable time, place and manner, copies of (i) each such written Parent Company Employee Plan (or a written description of any Parent Company Employee Plan which is not written) and all related trust agreements, insurance and other contracts (including policies), summary plan descriptions, summaries of material modifications, registration statements (including all attachments), prospectuses and communications distributed to plan participants, (ii) the three most recent annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Parent Company Employee Plan required to make such a filing, (iii) the most recent actuarial valuation for each Parent Company Employee Plan subject to Title IV of ERISA, (iv) the latest reports which have been filed with the U.S. Department of Labor with respect to each Parent Company Employee Plan required to make such filing, (v) the most recent favorable determination letters issued for each Parent Company Employee Plan and related trust which is intended to be qualified under Section 401(a) of the Code (and, if an application for such determination is pending, a copy of the application for such determination), (vi) financial and other information regarding current and projected liabilities with respect to each Parent Company Employee Plan for which the filings described in (ii), (iii) or (iv) above are not required under ERISA and (vii) all correspondence within the last four years between the Internal Revenue Service and/or the Department of Labor and Parent the Company and/or any of its Subsidiaries (b) (i) none of the Parent Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person (other than continuation coverage to the extent required by law, whether pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, or otherwise), and none of the Parent Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) no party in interest or disqualified person (as defined in Section 3(14) of ERISA and Section 4975 of the Code) has at any time engaged in a transaction Acquired Corporations with respect to any Parent Employee Plan which could subject Parent or any Subsidiary of Parent, directly or indirectly, to a material tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Parent Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach would reasonably be expected to have a Material Adverse Effect on Parent or any Subsidiary of Parent; (iv) all Parent Employee Plans have been established and maintained substantially in accordance with their terms and have been operated in compliance in all material respects with all applicable Legal Requirements, and may by their terms be amended and/or terminated at any time without the consent of any other Person subject to applicable Legal Requirements and the terms of each Parent Company Employee Plan, and Parent and each Subsidiary of Parent has performed all material obligations required to be performed by them under, and are not in any material respect in default under or in violation of, any Parent Employee Plan, and neither Parent nor any Subsidiary of Parent has any knowledge of any default or violation by any other Person with respect to, any of the Parent Employee Plans; (v) each Parent Employee Plan which is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the Internal Revenue Service as to such plan's qualified status under Section 401(a) of the Code (or comparable letter, such as an opinion or notification letter as to the form of plan adopted by Parent or any Subsidiary of Parent), and, to Parent's knowledge, nothing has occurred since the issuance of such letter which may reasonably be expected to impair such favorable determination or otherwise impair the qualified status of such plan; (vi) all contributions required to be made with respect to any Parent Employee Plan pursuant to Section 412 of the Code, or the terms of Parent Employee Plan or any collective bargaining agreement, have been made on or before their due dates (including any extensions thereof); (vii) with respect to each Parent Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) has occurred for which there is any material outstanding liability to Parent or any Subsidiary of Parent nor would the consummation of the transactions contemplated hereby (including the execution of this Agreement) constitute a reportable event for which the 30-day notice requirement has not been waived; and (viii) neither Parent nor any Subsidiary of Parent has incurred or reasonably expects to incur any material liability under Title IV of ERISA including, without limitation, any material liability arising out of or resulting from an event described in Section 4062, 4063 or 4041 of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course).

Employee and Labor Matters; Benefit Plans. (a) Part 3.12(aSchedule 2.12(a) of the Parent Company Disclosure Schedule lists (i) all employee pension benefit plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), (ii) all employee welfare benefit plans (as defined in Section 3(1) of ERISA), and (iii) all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance, perquisites, fringe benefits and other similar benefit plansplans (including, without limitation, any fringe benefit under Section 132 of the Code), programs, Contracts, arrangements or policies (including a specific identification of those which contain change of control provisions or pending change of control provisions), and (iv) any employment, executive compensation or severance agreements (including a specific identification of those which contain change of control provisions or pending change of control provisions), whether written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, of any foreign or domestic former or current employee, officer, director, independent contractor or consultant (or any of their beneficiaries) of Parent or its Subsidiaries Acquired Corporation or any other Entity (whether or not incorporated) which is a member of a controlled group which includes any of Parent or its Subsidiaries the Acquired Corporations or which is under common control with any of Parent or its Subsidiaries the Acquired Corporations within the meaning of Sections 414(b), (c), (m) or (o) of the Code or Section 4001(a) (14) or (b) of ERISAERISA ("ERISA Affiliates") (all such plans, programs, Contracts, agreements, arrangements or policies as well described in this Section 2.12 shall be collectively referred to as each plan with respect to which any of Parent or its Subsidiaries could incur liability under Title IV of ERISA or Section 412 of the Code (collectively, the "Parent Company Employee Plans")) for the benefit of, or relating to, any former or current employee, officer or director (or any of their beneficiaries) of any Acquired Corporation or any other ERISA Affiliate. Parent The Company has made available provided to the CompanyParent, in a reasonable time, place and manner, true and complete copies of (i) each such written Parent Company Employee Plan (or a written description of any Parent Company Employee Plan which is not written) and all related trust agreements, insurance and other contracts (including policies), summary plan descriptions, summaries of material modifications, registration statements (including all attachments), prospectuses and communications distributed to plan participants, (ii) the three most recent annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Parent Company Employee Plan required to make such a filing, (iii) the most recent actuarial valuation for each Parent Company Employee Plan subject to Title IV of ERISA, (iv) the latest reports which have been filed with the U.S. Department of Labor with respect to each Parent Company Employee Plan required to make such filing, (v) the most recent favorable determination letters issued for each Parent Company Employee Plan and related trust which is intended to be qualified under Section 401(a) of the Code (and, if an application for such determination is pending, a copy of the application for such determination), (vi) financial and other information regarding current and projected liabilities with respect to each Parent Company Employee Plan for which the filings described in (ii), (iii) or (iv) above are not required under ERISA and (vii) all correspondence within the last four years between the Internal Revenue Service and/or the Department of Labor and Parent the Company and/or any of its Subsidiaries (b) (i) none of the Parent Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person (other than continuation coverage to the extent required by law, whether pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, or otherwise), and none of the Parent Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) no party in interest or disqualified person (as defined in Section 3(14) of ERISA and Section 4975 of the Code) has at any time engaged in a transaction Acquired Corporations with respect to any Parent Employee Plan which could subject Parent or any Subsidiary of Parent, directly or indirectly, to a material tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Parent Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach would reasonably be expected to have a Material Adverse Effect on Parent or any Subsidiary of Parent; (iv) all Parent Employee Plans have been established and maintained substantially in accordance with their terms and have been operated in compliance in all material respects with all applicable Legal Requirements, and may by their terms be amended and/or terminated at any time without the consent of any other Person subject to applicable Legal Requirements and the terms of each Parent Company Employee Plan, and Parent and each Subsidiary of Parent has performed all material obligations required to be performed by them under, and are not in any material respect in default under or in violation of, any Parent Employee Plan, and neither Parent nor any Subsidiary of Parent has any knowledge of any default or violation by any other Person with respect to, any of the Parent Employee Plans; (v) each Parent Employee Plan which is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the Internal Revenue Service as to such plan's qualified status under Section 401(a) of the Code (or comparable letter, such as an opinion or notification letter as to the form of plan adopted by Parent or any Subsidiary of Parent), and, to Parent's knowledge, nothing has occurred since the issuance of such letter which may reasonably be expected to impair such favorable determination or otherwise impair the qualified status of such plan; (vi) all contributions required to be made with respect to any Parent Employee Plan pursuant to Section 412 of the Code, or the terms of Parent Employee Plan or any collective bargaining agreement, have been made on or before their due dates (including any extensions thereof); (vii) with respect to each Parent Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) has occurred for which there is any material outstanding liability to Parent or any Subsidiary of Parent nor would the consummation of the transactions contemplated hereby (including the execution of this Agreement) constitute a reportable event for which the 30-day notice requirement has not been waived; and (viii) neither Parent nor any Subsidiary of Parent has incurred or reasonably expects to incur any material liability under Title IV of ERISA including, without limitation, any material liability arising out of or resulting from an event described in Section 4062, 4063 or 4041 of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course).

Employee and Labor Matters; Benefit Plans. (a) Part Schedule 3.12(a) of the Parent Disclosure Schedule Letter lists as of the date of this Agreement (i) all employee pension benefit plans (as defined in Section 3(2) of the ERISA), (ii) all employee welfare benefit plans (as defined in Section 3(1) of ERISA), and (iii) all other pension, bonus, commission, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance, perquisites, fringe benefits and other similar benefit plans (including any fringe benefit under Section 132 of the Code and any foreign plans), programs, Contracts, arrangements or policies (including a specific identification of those which contain change of control provisions or pending change of control provisions), and (iv) any employment, executive compensation or severance agreements (including a specific identification of those which contain change of control provisions or pending change of control provisions), whether written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, of any foreign or domestic former or current employee, officer, director, independent contractor or consultant (or any of their beneficiaries) of Parent or its Subsidiaries XXXX Corporation or any other Entity (whether or not incorporated) which is a member of a controlled group which includes any of Parent or its Subsidiaries the XXXX Corporations or which is under common control with any of Parent or its Subsidiaries the XXXX Corporations within the meaning of Sections 414(b), (c), (m) or (o) of the Code or Section 4001(a) (14) or (b) of ERISAERISA (each, as well as each plan with respect to which a “Parent ERISA Affiliate”) for the benefit of, or relating to, any former or current employee, independent contractor, officer or director (or any of their beneficiaries) of any XXXX Corporation or any other Parent ERISA Affiliate (all such plans, programs, Contracts, agreements, arrangements or its Subsidiaries could incur liability under Title IV of ERISA or policies as described in this Section 412 of 3.12(a) shall be collectively referred to as the Code (collectively, the "“Parent Employee Plans"”). Parent has made available to the Company, in a reasonable time, place and manner, true and complete copies of (i) each such written Parent Employee Plan (or a written description of any Parent Employee Plan which is not written) and all related trust agreements, insurance and other contracts (including policies), summary plan descriptions, summaries of material modifications, registration statements (including all attachments), prospectuses and communications distributed to plan participants, (ii) the three most recent annual reports on Form 5500 series, with accompanying schedules and attachmentsattachments (including accountants’ opinions, if applicable), filed with respect to each Parent Employee Plan required to make such a filing, (iii) the most recent actuarial valuation for each Parent Employee Plan subject to Title IV of ERISA, (iv) the latest reports which have been filed with the U.S. Department of Labor with respect to each Parent Employee Plan required to make such filing, (v) the most recent favorable determination letters issued for each Parent Employee Plan and related trust which is intended to be qualified under Section 401(a) of the Code (and, if an application for such determination is pending, a copy of the application for such determination), and (viv) financial and other information regarding current and projected liabilities liabilities, if any, with respect to each Parent Employee Plan for which the filings described in (ii), (iii) or (iviii) above are not required under ERISA and (vii) all correspondence between the Internal Revenue Service and/or the Department of Labor and Parent and/or any of its Subsidiaries (b) (i) none of the Parent Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person (other than continuation coverage to the extent required by law, whether pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, or otherwise), and none of the Parent Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) no party in interest or disqualified person (as defined in Section 3(14) of ERISA and Section 4975 of the Code) has at any time engaged in a transaction with respect to any Parent Employee Plan which could subject Parent or any Subsidiary of Parent, directly or indirectly, to a material tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Parent Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach would reasonably be expected to have a Material Adverse Effect on Parent or any Subsidiary of Parent; (iv) all Parent Employee Plans have been established and maintained substantially in accordance with their terms and have been operated in compliance in all material respects with all applicable Legal Requirements, and may by their terms be amended and/or terminated at any time without the consent of any other Person subject to applicable Legal Requirements and the terms of each Parent Employee Plan, and Parent and each Subsidiary of Parent has performed all material obligations required to be performed by them under, and are not in any material respect in default under or in violation of, any Parent Employee Plan, and neither Parent nor any Subsidiary of Parent has any knowledge of any default or violation by any other Person with respect to, any of the Parent Employee Plans; (v) each Parent Employee Plan which is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the Internal Revenue Service as to such plan's qualified status under Section 401(a) of the Code (or comparable letter, such as an opinion or notification letter as to the form of plan adopted by Parent or any Subsidiary of Parent), and, to Parent's knowledge, nothing has occurred since the issuance of such letter which may reasonably be expected to impair such favorable determination or otherwise impair the qualified status of such plan; (vi) all contributions required to be made with respect to any Parent Employee Plan pursuant to Section 412 of the Code, or the terms of Parent Employee Plan or any collective bargaining agreement, have been made on or before their due dates (including any extensions thereof); (vii) with respect to each Parent Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) has occurred for which there is any material outstanding liability to Parent or any Subsidiary of Parent nor would the consummation of the transactions contemplated hereby (including the execution of this Agreement) constitute a reportable event for which the 30-day notice requirement has not been waived; and (viii) neither Parent nor any Subsidiary of Parent has incurred or reasonably expects to incur any material liability under Title IV of ERISA including, without limitation, any material liability arising out of or resulting from an event described in Section 4062, 4063 or 4041 of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course).

Employee and Labor Matters; Benefit Plans. (a) Part 3.12(aSchedule 2.12(a) of the Parent Company Disclosure Schedule lists (i) all employee pension benefit plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), (ii) all employee welfare benefit plans (as defined in Section 3(1) of ERISA), and (iii) all other pension, bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance, perquisites, fringe benefits and other similar benefit plans (including, without limitation, any fringe benefit under Section 132 of the Code and any foreign plans), programs, Contracts, arrangements or policies (including a specific identification of those which contain change of control provisions or pending change of control provisions), and (iv) any employment, executive compensation or severance agreements (including a specific identification of those which contain change of control provisions or pending change of control provisions), whether written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, of any foreign or domestic former or current employee, officer, director, independent contractor or consultant (or any of their beneficiaries) of Parent or its Subsidiaries Acquired Corporation or any other Entity (whether or not incorporated) which is a member of a controlled group which includes any of Parent or its Subsidiaries the Acquired Corporations or which is under common control with any of Parent or its Subsidiaries the Acquired Corporations within the meaning of Sections 414(b), (c), (m) or (o) of the Code or Section 4001(a) (14) or (b) of ERISAERISA ("ERISA Affiliates") (all such plans, programs, Contracts, agreements, arrangements or policies as well described in this Section 2.12 (a) shall be collectively referred to as each plan with respect to which any of Parent or its Subsidiaries could incur liability under Title IV of ERISA or Section 412 of the Code (collectively, the "Parent Company Employee Plans")) for the benefit of, or relating to, any former or current employee, officer or director (or any of their beneficiaries) of any Acquired Corporation or any other ERISA Affiliate. Parent The Company has made available to the CompanyParent, in a reasonable time, place and manner, true and complete copies of (i) each such written Parent Company Employee Plan (or a written description of any Parent Company Employee Plan which is not written) and all related trust agreements, insurance and other contracts (including policies), summary plan descriptions, summaries of material modifications, registration statements (including all attachments), prospectuses and communications distributed to plan participants, (ii) the three most recent annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Parent Company Employee Plan required to make such a filing, (iii) the most recent actuarial valuation for each Parent Company Employee Plan subject to Title IV of ERISA, (iv) the latest reports which have been filed with the U.S. Department of Labor with respect to each Parent Company Employee Plan required to make such filing, (v) the most recent favorable determination letters issued for each Parent Company Employee Plan and related trust which is intended to be qualified under Section 401(a) of the Code (and, if an application for such determination is pending, a copy of the application for such determination), and (vi) financial and other information regarding current and projected liabilities liabilities, if any, with respect to each Parent Company Employee Plan for which the filings described in (ii), (iii) or (iv) above are not required under ERISA and (vii) all correspondence between the Internal Revenue Service and/or the Department of Labor and Parent and/or any of its Subsidiaries (b) (i) none of the Parent Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person (other than continuation coverage to the extent required by law, whether pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, or otherwise), and none of the Parent Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) no party in interest or disqualified person (as defined in Section 3(14) of ERISA and Section 4975 of the Code) has at any time engaged in a transaction with respect to any Parent Employee Plan which could subject Parent or any Subsidiary of Parent, directly or indirectly, to a material tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Parent Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach would reasonably be expected to have a Material Adverse Effect on Parent or any Subsidiary of Parent; (iv) all Parent Employee Plans have been established and maintained substantially in accordance with their terms and have been operated in compliance in all material respects with all applicable Legal Requirements, and may by their terms be amended and/or terminated at any time without the consent of any other Person subject to applicable Legal Requirements and the terms of each Parent Employee Plan, and Parent and each Subsidiary of Parent has performed all material obligations required to be performed by them under, and are not in any material respect in default under or in violation of, any Parent Employee Plan, and neither Parent nor any Subsidiary of Parent has any knowledge of any default or violation by any other Person with respect to, any of the Parent Employee Plans; (v) each Parent Employee Plan which is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the Internal Revenue Service as to such plan's qualified status under Section 401(a) of the Code (or comparable letter, such as an opinion or notification letter as to the form of plan adopted by Parent or any Subsidiary of Parent), and, to Parent's knowledge, nothing has occurred since the issuance of such letter which may reasonably be expected to impair such favorable determination or otherwise impair the qualified status of such plan; (vi) all contributions required to be made with respect to any Parent Employee Plan pursuant to Section 412 of the Code, or the terms of Parent Employee Plan or any collective bargaining agreement, have been made on or before their due dates (including any extensions thereof); (vii) with respect to each Parent Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) has occurred for which there is any material outstanding liability to Parent or any Subsidiary of Parent nor would the consummation of the transactions contemplated hereby (including the execution of this Agreement) constitute a reportable event for which the 30-day notice requirement has not been waived; and (viii) neither Parent nor any Subsidiary of Parent has incurred or reasonably expects to incur any material liability under Title IV of ERISA including, without limitation, any material liability arising out of or resulting from an event described in Section 4062, 4063 or 4041 of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course).

Employee and Labor Matters; Benefit Plans. (a) Part 3.12(aSchedule 2.12(a) of the Parent Company Disclosure Schedule lists (i) all employee pension benefit plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) all employee welfare benefit plans (as defined in Section 3(1) of ERISA), and (iii) all other pension, bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance, perquisites, fringe benefits and other similar benefit plans (including, without limitation, any fringe benefit under Section 132 of the Code and any foreign plans), programs, Contracts, arrangements or policies (including a specific identification of those which contain change of control provisions or pending change of control provisions), and (iv) any employment, executive compensation or severance agreements (including a specific identification of those which contain change of control provisions or pending change of control provisions), whether written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, of any foreign or domestic former or current employee, officer, director, independent contractor or consultant (or any of their beneficiaries) of Parent or its Subsidiaries Acquired Corporation or any other Entity (whether or not incorporated) which is a member of a controlled group which includes any of Parent or its Subsidiaries the Acquired Corporations or which is under common control with any of Parent or its Subsidiaries the Acquired Corporations within the meaning of Sections 414(b), (c), (m) or (o) of the Code or Section 4001(a) (14) or (b) of ERISAERISA (“ERISA Affiliates”) (all such plans, programs, Contracts, agreements, arrangements or policies as well described in this Section 2.12 (a) shall be collectively referred to as each plan with respect to which the “Company Employee Plans”) for the benefit of, or relating to, any former or current employee, officer or director (or any of Parent their beneficiaries) of any Acquired Corporation or its Subsidiaries could incur liability under Title IV of any other ERISA or Section 412 of the Code (collectively, the "Parent Employee Plans")Affiliate. Parent The Company has made available to the CompanyParent, in a reasonable time, place and manner, true and complete copies of (i) each such written Parent Company Employee Plan (or a written description of any Parent Company Employee Plan which is not written) and all related trust agreements, insurance and other contracts (including policies), summary plan descriptions, summaries of material modifications, registration statements (including all attachments), prospectuses and communications distributed to plan participants, (ii) the three most recent annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Parent Company Employee Plan required to make such a filing, (iii) the most recent actuarial valuation for each Parent Company Employee Plan subject to Title IV of ERISA, (iv) the latest reports which have been filed with the U.S. Department of Labor with respect to each Parent Company Employee Plan required to make such filing, (v) the most recent favorable determination letters issued for each Parent Company Employee Plan and related trust which is intended to be qualified under Section 401(a) of the Code (and, if an application for such determination is pending, a copy of the application for such determination), and (vi) financial and other information regarding current and projected liabilities liabilities, if any, with respect to each Parent Company Employee Plan for which the filings described in (ii), (iii) or (iv) above are not required under ERISA and (vii) all correspondence between the Internal Revenue Service and/or the Department of Labor and Parent and/or any of its Subsidiaries (b) (i) none of the Parent Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person (other than continuation coverage to the extent required by law, whether pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, or otherwise), and none of the Parent Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) no party in interest or disqualified person (as defined in Section 3(14) of ERISA and Section 4975 of the Code) has at any time engaged in a transaction with respect to any Parent Employee Plan which could subject Parent or any Subsidiary of Parent, directly or indirectly, to a material tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Parent Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach would reasonably be expected to have a Material Adverse Effect on Parent or any Subsidiary of Parent; (iv) all Parent Employee Plans have been established and maintained substantially in accordance with their terms and have been operated in compliance in all material respects with all applicable Legal Requirements, and may by their terms be amended and/or terminated at any time without the consent of any other Person subject to applicable Legal Requirements and the terms of each Parent Employee Plan, and Parent and each Subsidiary of Parent has performed all material obligations required to be performed by them under, and are not in any material respect in default under or in violation of, any Parent Employee Plan, and neither Parent nor any Subsidiary of Parent has any knowledge of any default or violation by any other Person with respect to, any of the Parent Employee Plans; (v) each Parent Employee Plan which is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the Internal Revenue Service as to such plan's qualified status under Section 401(a) of the Code (or comparable letter, such as an opinion or notification letter as to the form of plan adopted by Parent or any Subsidiary of Parent), and, to Parent's knowledge, nothing has occurred since the issuance of such letter which may reasonably be expected to impair such favorable determination or otherwise impair the qualified status of such plan; (vi) all contributions required to be made with respect to any Parent Employee Plan pursuant to Section 412 of the Code, or the terms of Parent Employee Plan or any collective bargaining agreement, have been made on or before their due dates (including any extensions thereof); (vii) with respect to each Parent Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) has occurred for which there is any material outstanding liability to Parent or any Subsidiary of Parent nor would the consummation of the transactions contemplated hereby (including the execution of this Agreement) constitute a reportable event for which the 30-day notice requirement has not been waived; and (viii) neither Parent nor any Subsidiary of Parent has incurred or reasonably expects to incur any material liability under Title IV of ERISA including, without limitation, any material liability arising out of or resulting from an event described in Section 4062, 4063 or 4041 of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course).

Employee and Labor Matters; Benefit Plans. (a) Part 3.12(a2.15(a) of the Parent Disclosure Schedule lists all material employee pension benefit plans (as defined in Section 3(2) of the ERISA), all employee welfare benefit plans (as defined in Section 3(1) of ERISA), and all other material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance, perquisites“voluntary employee benefit association” (“VEBA”) within the meaning of Section 501(c)(9) of the Code, fringe benefits and other similar benefit plans, programs, Contracts, arrangements or policies (including a specific identification of those which contain change of control provisions or pending change of control provisions), and any employment, executive compensation compensation, or severance agreements (including a specific identification of those which contain change of control provisions or pending change of control provisions), written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, any foreign or domestic former or current employee, officer, director, independent contractor or consultant (or any of their beneficiaries) of Parent or its Subsidiaries any Acquired Corporation or any other Entity (whether or not incorporated) which is a member of a controlled group which includes any of Parent or its Subsidiaries the Acquired Corporations or which is under common control with any of Parent or its Subsidiaries the Acquired Corporations within the meaning of Sections 414(b), (c), (m) or (o) of the Code or Section 4001(a) (14) or (b) of ERISAERISA (each an “ERISA Affiliate”), as well as each plan with respect to which any of Parent or its Subsidiaries the Acquired Corporations could incur material liability under Title IV of ERISA or Section 412 of the Code (collectively, the "Parent “Company Employee Plans"”). Parent The Company has made available to the Company, in a reasonable time, place and manner, Parent copies of (i) each such written Parent Company Employee Plan Plan, including (or a written description of any Parent Employee Plan which is not writtenwithout limitation) all material amendments thereto and all related trust agreements, administrative service agreements, group annuity contracts, group insurance contracts, and other contracts (including policies)policies pertaining to liability insurance covering the fiduciaries for each Company Employee Plan, summary plan descriptions, summaries of material modifications, registration statements (including all attachments), prospectuses and communications distributed to plan participants, (ii) the three most recent annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Parent Employee Plan required to make such a filing, (iii) the most recent actuarial valuation for each Parent Employee Plan subject to Title IV of ERISA, (iv) the latest reports which have been filed with the U.S. Department of Labor with respect to each Parent Employee Plan required to make such filing, (v) the most recent favorable determination letters issued for each Parent Employee Plan and related trust which is intended to be qualified under Section 401(a) of the Code (and, if an application for such determination is pending, a copy of the application for such determination), (vi) financial and other information regarding current and projected liabilities with respect to each Parent Employee Plan for which the filings described in (ii), (iii) or (iv) above are not required under ERISA and (vii) all correspondence between the Internal Revenue Service and/or the Department of Labor and Parent and/or any of its Subsidiaries (b) (i) none of the Parent Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person (other than continuation coverage to the extent required by law, whether pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, or otherwise), and none of the Parent Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) no party in interest or disqualified person (as defined in Section 3(14) of ERISA and Section 4975 of the Code) has at any time engaged in a transaction with respect to any Parent Employee Plan which could subject Parent or any Subsidiary of Parent, directly or indirectly, to a material tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Parent Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach would reasonably be expected to have a Material Adverse Effect on Parent or any Subsidiary of Parent; (iv) all Parent Employee Plans have been established and maintained substantially in accordance with their terms and have been operated in compliance in all material respects with all applicable Legal Requirements, and may by their terms be amended and/or terminated at any time without the consent of any other Person subject to applicable Legal Requirements and the terms of each Parent Employee Plan, and Parent and each Subsidiary of Parent has performed all material obligations required to be performed by them under, and are not in any material respect in default under or in violation of, any Parent Employee Plan, and neither Parent nor any Subsidiary of Parent has any knowledge of any default or violation by any other Person with respect to, any of the Parent Employee Plans; (v) each Parent Employee Plan which is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the Internal Revenue Service as to such plan's qualified status under Section 401(a) of the Code (or comparable letter, such as an opinion or notification letter as to the form of plan adopted by Parent or any Subsidiary of Parent), and, to Parent's knowledge, nothing has occurred since the issuance of such letter which may reasonably be expected to impair such favorable determination or otherwise impair the qualified status of such plan; (vi) all contributions required to be made with respect to any Parent Employee Plan pursuant to Section 412 of the Code, or the terms of Parent Employee Plan or any collective bargaining agreement, have been made on or before their due dates (including any extensions thereof); (vii) with respect to each Parent Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) has occurred for which there is any material outstanding liability to Parent or any Subsidiary of Parent nor would the consummation of the transactions contemplated hereby (including the execution of this Agreement) constitute a reportable event for which the 30-day notice requirement has not been waived; and (viii) neither Parent nor any Subsidiary of Parent has incurred or reasonably expects to incur any material liability under Title IV of ERISA including, without limitation, any material liability arising out of or resulting from an event described in Section 4062, 4063 or 4041 of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course).material

Employee and Labor Matters; Benefit Plans. (a) Part 3.12(aSchedule 2.12(a) of the Parent Company Disclosure Schedule lists (i) all employee pension benefit plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), (ii) all employee welfare benefit plans (as defined in Section 3(1) of ERISA), and (iii) all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance, perquisites, fringe benefits and other similar benefit plansplans (including, without limitation, any fringe benefit under Section 132 of the Code), programs, Contracts, arrangements or policies (including a specific identification of those which contain change of control provisions or pending change of control provisions), and (iv) any employment, executive compensation or severance agreements (including a specific identification of those which contain change of control provisions or pending change of control provisions), whether written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, of any foreign or domestic former or current employee, officer, director, independent contractor or consultant (or any of their beneficiaries) of Parent or its Subsidiaries Acquired Corporation or any other Entity (whether or not incorporated) which is a member of a controlled group which includes any of Parent or its Subsidiaries the Acquired Corporations or which is under common control with any of Parent or its Subsidiaries the Acquired Corporations within the meaning of Sections 414(b), (c), (m) or (o) of the Code or Section 4001(a) (14) or (b) of ERISAERISA ("ERISA Affiliates") (all such plans, programs, Contracts, agreements, arrangements or policies as well described in this Section 2.12 shall be collectively referred to as each plan with respect to which any of Parent or its Subsidiaries could incur liability under Title IV of ERISA or Section 412 of the Code (collectively, the "Parent Company Employee Plans")) for the benefit of, or relating to, any former or current employee, officer or director (or any of their beneficiaries) of any Acquired Corporation or any other ERISA Affiliate. Parent The Company has made available to the CompanyParent, in a reasonable time, place and manner, true and complete copies of (i) each such written Parent Company Employee Plan (or a written description of any Parent Company Employee Plan which is not written) and all related trust agreements, insurance and other contracts (including policies), summary plan descriptions, summaries of material modifications, registration statements (including all attachments), prospectuses and communications distributed to plan participants, (ii) the three most recent annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Parent Company Employee Plan required to make such a filing, (iii) the most recent actuarial valuation for each Parent Company Employee Plan subject to Title IV of ERISA, (iv) the latest reports which have been filed with the U.S. Department of Labor with respect to each Parent Company Employee Plan required to make such filing, (v) the most recent favorable determination letters issued for each Parent Company Employee Plan and related trust which is intended to be qualified under Section 401(a) of the Code (and, if an application for such determination is pending, a copy of the application for such determination), and (vi) financial and other information regarding current and projected liabilities with respect to each Parent Company Employee Plan for which the filings described in (ii), (iii) or (iv) above are not required under ERISA and (vii) all correspondence between the Internal Revenue Service and/or the Department of Labor and Parent and/or any of its Subsidiaries (b) (i) none of the Parent Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person (other than continuation coverage to the extent required by law, whether pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, or otherwise), and none of the Parent Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) no party in interest or disqualified person (as defined in Section 3(14) of ERISA and Section 4975 of the Code) has at any time engaged in a transaction with respect to any Parent Employee Plan which could subject Parent or any Subsidiary of Parent, directly or indirectly, to a material tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Parent Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach would reasonably be expected to have a Material Adverse Effect on Parent or any Subsidiary of Parent; (iv) all Parent Employee Plans have been established and maintained substantially in accordance with their terms and have been operated in compliance in all material respects with all applicable Legal Requirements, and may by their terms be amended and/or terminated at any time without the consent of any other Person subject to applicable Legal Requirements and the terms of each Parent Employee Plan, and Parent and each Subsidiary of Parent has performed all material obligations required to be performed by them under, and are not in any material respect in default under or in violation of, any Parent Employee Plan, and neither Parent nor any Subsidiary of Parent has any knowledge of any default or violation by any other Person with respect to, any of the Parent Employee Plans; (v) each Parent Employee Plan which is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the Internal Revenue Service as to such plan's qualified status under Section 401(a) of the Code (or comparable letter, such as an opinion or notification letter as to the form of plan adopted by Parent or any Subsidiary of Parent), and, to Parent's knowledge, nothing has occurred since the issuance of such letter which may reasonably be expected to impair such favorable determination or otherwise impair the qualified status of such plan; (vi) all contributions required to be made with respect to any Parent Employee Plan pursuant to Section 412 of the Code, or the terms of Parent Employee Plan or any collective bargaining agreement, have been made on or before their due dates (including any extensions thereof); (vii) with respect to each Parent Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) has occurred for which there is any material outstanding liability to Parent or any Subsidiary of Parent nor would the consummation of the transactions contemplated hereby (including the execution of this Agreement) constitute a reportable event for which the 30-day notice requirement has not been waived; and (viii) neither Parent nor any Subsidiary of Parent has incurred or reasonably expects to incur any material liability under Title IV of ERISA including, without limitation, any material liability arising out of or resulting from an event described in Section 4062, 4063 or 4041 of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course).

Employee and Labor Matters; Benefit Plans. (a) Part 3.12(a2.15(a) of the Parent Disclosure Schedule lists all material employee pension benefit plans (as defined in Section 3(2) of the ERISA), all employee welfare benefit plans (as defined in Section 3(1) of ERISA), and all other material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance, perquisites“voluntary employee benefit association” (“VEBA”) within the meaning of Section 501(c)(9) of the Code, fringe benefits and other similar benefit plans, programs, Contracts, arrangements or policies (including a specific identification of those which contain change of control provisions or pending change of control provisions), and any employment, executive compensation compensation, or severance agreements (including a specific identification of those which contain change of control provisions or pending change of control provisions), written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, any foreign or domestic former or current employee, officer, director, independent contractor or consultant (or any of their beneficiaries) of Parent or its Subsidiaries any Acquired Corporation or any other Entity (whether or not incorporated) which is a member of a controlled group which includes any of Parent or its Subsidiaries the Acquired Corporations or which is under common control with any of Parent or its Subsidiaries the Acquired Corporations within the meaning of Sections 414(b), (c), (m) or (o) of the Code or Section 4001(a) (14) or (b) of ERISAERISA (each an “ERISA Affiliate”), as well as each plan with respect to which any of Parent or its Subsidiaries the Acquired Corporations could incur material liability under Title IV of ERISA or Section 412 of the Code (collectively, the "Parent “Company Employee Plans"”). Parent The Company has made available to the Company, in a reasonable time, place and manner, Parent copies of (i) each such written Parent Company Employee Plan Plan, including (or a written description of any Parent Employee Plan which is not writtenwithout limitation) all material amendments thereto and all related trust agreements, administrative service agreements, group annuity contracts, group insurance contracts, and other contracts (including policies)policies pertaining to liability insurance covering the fiduciaries for each Company Employee Plan, summary plan descriptions, summaries of material modifications, registration statements (including all attachments), prospectuses and communications distributed to plan participants, (ii) with respect to any such Company Employee Plan and related trust which is intended to qualify under Sections 401(a) and 501(a) of the Code, respectively, the most recent favorable determination or opinion letter from the IRS as to its qualified status under the Code; (iii) the three most recent annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Parent Company Employee Plan required to make such a filing, (iii) the most recent actuarial valuation for each Parent Employee Plan subject to Title IV of ERISA, (iv) the latest reports which have been filed with the U.S. Department of Labor with respect to each Parent Company Employee Plan required to make such filing, (v) the most recent favorable determination letters issued for each Parent Employee Plan and related trust which is intended to be qualified under Section 401(a) of the Code (and, if an application for such determination is pending, a copy of the application for such determination), (vi) financial and other information regarding current and projected liabilities with respect to each Parent Company Employee Plan for which the filings described in (ii), (iii) or (iv) above are not required under ERISA and ERISA, (viivi) all correspondence between the Internal Revenue Service and/or the Department of Labor and Parent the Company and/or any of its Subsidiaries (b) (i) none of the Parent Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person (other than continuation coverage to the extent required by law, whether pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, or otherwise), and none of the Parent Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) no party in interest or disqualified person (as defined in Section 3(14) of ERISA and Section 4975 of the Code) has at any time engaged in a transaction with respect to any Parent Employee Plan which could subject Parent or any Subsidiary of Parent, directly or indirectly, to a material tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Parent Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach would reasonably be expected to have a Material Adverse Effect on Parent or any Subsidiary of Parent; (iv) all Parent Employee Plans have been established and maintained substantially in accordance with their terms and have been operated in compliance in all material respects with all applicable Legal Requirements, and may by their terms be amended and/or terminated at any time without the consent of any other Person subject to applicable Legal Requirements and the terms of each Parent Employee Plan, and Parent and each Subsidiary of Parent has performed all material obligations required to be performed by them under, and are not in any material respect in default under or in violation of, any Parent Employee Plan, and neither Parent nor any Subsidiary of Parent has any knowledge of any default or violation by any other Person with respect to, any of the Parent Employee Plans; (v) each Parent Employee Plan which is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the Internal Revenue Service as to such plan's qualified status under Section 401(a) of the Code (or comparable letter, such as an opinion or notification letter as to the form of plan adopted by Parent or any Subsidiary of Parent), and, to Parent's knowledge, nothing has occurred since the issuance of such letter which may reasonably be expected to impair such favorable determination or otherwise impair the qualified status of such plan; (vi) all contributions required to be made with respect to any Parent Employee Plan pursuant to Section 412 of the Code, or the terms of Parent Employee Plan or any collective bargaining agreement, have been made on or before their due dates (including any extensions thereof); (vii) with respect to each Parent Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) has occurred for which there is any material outstanding liability to Parent or any Subsidiary of Parent nor would the consummation of the transactions contemplated hereby (including the execution of this Agreement) constitute a reportable event for which the 30-day notice requirement has not been waived; and (viii) neither Parent nor any Subsidiary of Parent has incurred or reasonably expects to incur any material liability under Title IV of ERISA including, without limitation, any material liability arising out of or resulting from an event described in Section 4062, 4063 or 4041 of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course)Acquired Corporations.

Employee and Labor Matters; Benefit Plans. (a) Part 3.12(aSchedule 2.13(a) of the Parent Disclosure Schedule lists all employee pension benefit plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), all employee welfare benefit plans (as defined in Section 3(1) of ERISA), and all other bonus, stock optionStock Option Plan, stock purchase, incentive, deferred compensation, supplemental retirement, severance, perquisites, fringe benefits and other similar benefit plans, programs, Contracts, programs or arrangements or policies (including a specific identification of those which contain change of control provisions or pending change of control provisions), and any employment, executive compensation or severance agreements (including a specific identification of those which contain change of control provisions or pending change of control provisions), written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, any foreign or domestic former or current employee, officer, director, independent contractor or consultant (or any of their beneficiaries) of Parent or its Subsidiaries any Acquired Company or any other Entity (whether or not incorporated) which is a member of a controlled group which includes any of Parent or its Subsidiaries the Acquired Companies or which is under common control with any of Parent or its Subsidiaries the Acquired Companies within the meaning of Sections 414(b), (c), (m) or (o) of the Code or Section 4001(a) (14) or (b) of ERISA, as well as each plan with respect to which any of Parent or its Subsidiaries the Acquired Companies could incur liability under Title IV of ERISA or Section 412 of the Code (collectively, the "Parent “Company Employee Plans"”). The Company has Delivered to Parent has made available to the Company, in a reasonable time, place and manner, copies of (i) each such written Parent Company Employee Plan (or a written description of any Parent Company Employee Plan which is not written) and all related trust agreements, insurance and other contracts (including policies), summary plan descriptions, summaries of material modifications, registration statements (including all attachments), prospectuses and communications distributed to plan participants, (ii) the three most recent annual reports on Form 5500 series, with accompanying financial statements, schedules and attachments, filed with respect to each Parent Company Employee Plan required to make such a filing, (iii) the most recent actuarial valuation for each Parent Company Employee Plan subject to Title IV of ERISA, (iv) the latest reports which have been filed with the U.S. Department of Labor with respect to each Parent Company Employee Plan required to make such filing, (v) the most recent favorable determination letters issued for each Parent Company Employee Plan and related trust which is intended to be qualified under Section 401(a) of the Code (and, if an application for such determination is pending, a copy of the application for such determination), and (vi) financial and other information regarding current and projected liabilities with respect to each Parent Company Employee Plan for which the filings described in (ii), (iii) or (iv) above are not required under ERISA and (vii) all correspondence between the Internal Revenue Service and/or the Department of Labor and Parent and/or any of its Subsidiaries (b) (i) none of the Parent Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person (other than continuation coverage to the extent required by law, whether pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, or otherwise), and none of the Parent Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) no party in interest or disqualified person (as defined in Section 3(14) of ERISA and Section 4975 of the Code) has at any time engaged in a transaction with respect to any Parent Employee Plan which could subject Parent or any Subsidiary of Parent, directly or indirectly, to a material tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Parent Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach would reasonably be expected to have a Material Adverse Effect on Parent or any Subsidiary of Parent; (iv) all Parent Employee Plans have been established and maintained substantially in accordance with their terms and have been operated in compliance in all material respects with all applicable Legal Requirements, and may by their terms be amended and/or terminated at any time without the consent of any other Person subject to applicable Legal Requirements and the terms of each Parent Employee Plan, and Parent and each Subsidiary of Parent has performed all material obligations required to be performed by them under, and are not in any material respect in default under or in violation of, any Parent Employee Plan, and neither Parent nor any Subsidiary of Parent has any knowledge of any default or violation by any other Person with respect to, any of the Parent Employee Plans; (v) each Parent Employee Plan which is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the Internal Revenue Service as to such plan's qualified status under Section 401(a) of the Code (or comparable letter, such as an opinion or notification letter as to the form of plan adopted by Parent or any Subsidiary of Parent), and, to Parent's knowledge, nothing has occurred since the issuance of such letter which may reasonably be expected to impair such favorable determination or otherwise impair the qualified status of such plan; (vi) all contributions required to be made with respect to any Parent Employee Plan pursuant to Section 412 of the Code, or the terms of Parent Employee Plan or any collective bargaining agreement, have been made on or before their due dates (including any extensions thereof); (vii) with respect to each Parent Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) has occurred for which there is any material outstanding liability to Parent or any Subsidiary of Parent nor would the consummation of the transactions contemplated hereby (including the execution of this Agreement) constitute a reportable event for which the 30-day notice requirement has not been waived; and (viii) neither Parent nor any Subsidiary of Parent has incurred or reasonably expects to incur any material liability under Title IV of ERISA including, without limitation, any material liability arising out of or resulting from an event described in Section 4062, 4063 or 4041 of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course).

Employee and Labor Matters; Benefit Plans. (a) Part Schedule 3.12(a) of the Parent Disclosure Schedule Letter lists as of the date of this Agreement (i) all employee pension benefit plans (as defined in Section 3(2) of the ERISA), (ii) all employee welfare benefit plans (as defined in Section 3(1) of ERISA), and (iii) all other pension, bonus, commission, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance, perquisites, fringe benefits and other similar benefit plans (including any fringe benefit under Section 132 of the Code and any foreign plans), programs, Contracts, arrangements or policies (including a specific identification of those which contain change of control provisions or pending change of control provisions), and (iv) any employment, executive compensation or severance agreements (including a specific identification of those which contain change of control provisions or pending change of control provisions), whether written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, of any foreign or domestic former or current employee, officer, director, independent contractor or consultant (or any of their beneficiaries) of Parent or its Subsidiaries XXXX Corporation or any other Entity (whether or not incorporated) which is a member of a controlled group which includes any of Parent or its Subsidiaries the XXXX Corporations or which is under common control with any of Parent or its Subsidiaries the XXXX Corporations within the meaning of Sections 414(b), (c), (m) or (o) of the Code or Section 4001(a) (14) or (b) of ERISAERISA (each, as well as each plan with respect to which a "PARENT ERISA AFFILIATE") for the benefit of, or relating to, any former or current employee, independent contractor, officer or director (or any of their beneficiaries) of any XXXX Corporation or any other Parent ERISA Affiliate (all such plans, programs, Contracts, agreements, arrangements or its Subsidiaries could incur liability under Title IV of ERISA or policies as described in this Section 412 of the Code (collectively, 3.12(a) shall be collectively referred to as the "Parent Employee PlansPARENT EMPLOYEE PLANS"). Parent has made available to the Company, in a reasonable time, place and manner, true and complete copies of (i) each such written Parent Employee Plan (or a written description of any Parent Employee Plan which is not written) and all related trust agreements, insurance and other contracts (including policies), summary plan descriptions, summaries of material modifications, registration statements (including all attachments), prospectuses and communications distributed to plan participants, (ii) the three most recent annual reports on Form 5500 series, with accompanying schedules and attachmentsattachments (including accountants' opinions, if applicable), filed with respect to each Parent Employee Plan required to make such a filing, (iii) the most recent actuarial valuation for each Parent Employee Plan subject to Title IV of ERISA, (iv) the latest reports which have been filed with the U.S. Department of Labor with respect to each Parent Employee Plan required to make such filing, (v) the most recent favorable determination letters issued for each Parent Employee Plan and related trust which is intended to be qualified under Section 401(a) of the Code (and, if an application for such determination is pending, a copy of the application for such determination), and (viv) financial and other information regarding current and projected liabilities liabilities, if any, with respect to each Parent Employee Plan for which the filings described in (ii), (iii) or (iviii) above are not required under ERISA and (vii) all correspondence between the Internal Revenue Service and/or the Department of Labor and Parent and/or any of its Subsidiaries (b) (i) none of the Parent Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person (other than continuation coverage to the extent required by law, whether pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, or otherwise), and none of the Parent Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) no party in interest or disqualified person (as defined in Section 3(14) of ERISA and Section 4975 of the Code) has at any time engaged in a transaction with respect to any Parent Employee Plan which could subject Parent or any Subsidiary of Parent, directly or indirectly, to a material tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Parent Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach would reasonably be expected to have a Material Adverse Effect on Parent or any Subsidiary of Parent; (iv) all Parent Employee Plans have been established and maintained substantially in accordance with their terms and have been operated in compliance in all material respects with all applicable Legal Requirements, and may by their terms be amended and/or terminated at any time without the consent of any other Person subject to applicable Legal Requirements and the terms of each Parent Employee Plan, and Parent and each Subsidiary of Parent has performed all material obligations required to be performed by them under, and are not in any material respect in default under or in violation of, any Parent Employee Plan, and neither Parent nor any Subsidiary of Parent has any knowledge of any default or violation by any other Person with respect to, any of the Parent Employee Plans; (v) each Parent Employee Plan which is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the Internal Revenue Service as to such plan's qualified status under Section 401(a) of the Code (or comparable letter, such as an opinion or notification letter as to the form of plan adopted by Parent or any Subsidiary of Parent), and, to Parent's knowledge, nothing has occurred since the issuance of such letter which may reasonably be expected to impair such favorable determination or otherwise impair the qualified status of such plan; (vi) all contributions required to be made with respect to any Parent Employee Plan pursuant to Section 412 of the Code, or the terms of Parent Employee Plan or any collective bargaining agreement, have been made on or before their due dates (including any extensions thereof); (vii) with respect to each Parent Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) has occurred for which there is any material outstanding liability to Parent or any Subsidiary of Parent nor would the consummation of the transactions contemplated hereby (including the execution of this Agreement) constitute a reportable event for which the 30-day notice requirement has not been waived; and (viii) neither Parent nor any Subsidiary of Parent has incurred or reasonably expects to incur any material liability under Title IV of ERISA including, without limitation, any material liability arising out of or resulting from an event described in Section 4062, 4063 or 4041 of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course).

Employee and Labor Matters; Benefit Plans. (a) Part 3.12(a2.15(a) of the Parent Disclosure Schedule lists all employee pension benefit plans (as defined in Section 3(2) of the ERISA), all employee welfare benefit plans (as defined in Section 3(1) of ERISA), and all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance, perquisites“voluntary employee benefit association” within the meaning of Section 501(c)(9) of the Code, fringe benefits and other similar material benefit plans, programs, Contracts, arrangements or policies (including a specific identification of those which contain change of control provisions or pending change of control provisions), and any employment, executive compensation or severance agreements (including a specific identification of those which contain change of control provisions or pending change of control provisions), formal or informal, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, any foreign or domestic former or current employee, officer, director, independent contractor or consultant (or any of their beneficiaries) of Parent or its Subsidiaries any Acquired Corporation or any other Entity (whether or not incorporated) which is a member of a controlled group which includes any of Parent or its Subsidiaries the Acquired Corporations or which is under common control with any of Parent or its Subsidiaries the Acquired Corporations within the meaning of Sections 414(b), (c), (m) or (o) of the Code or Section 4001(a) (144001(a)(14) or (b) of ERISA, as well as each plan plan, program, Contract, arrangement or policy with respect to which any of Parent the Acquired Corporations would reasonably be expected to have liability, with specific disclosure of any plan that has ever involved, or its Subsidiaries could incur would reasonably be expected to involve, such liability under Title IV of ERISA or Section 412 of the Code (collectively, the "Parent “Company Employee Plans"”). Parent The Company has made available to the Company, in a reasonable time, place and manner, Parent copies of (i) each such written Parent Company Employee Plan (or a written description summary of any Parent Employee Plan which is not written) an unwritten plan), including all amendments thereto and all related trust agreements, administrative service agreements, group annuity contracts, group insurance contracts, and other contracts (including policies)policies pertaining to liability insurance covering the fiduciaries for each Company Employee Plan, summary plan descriptions, summaries of material modifications, registration statements (including all attachments), prospectuses and communications distributed to plan participants, ; (ii) the three (3) most recent annual reports on Form 5500 series, with accompanying schedules and attachments, required to be filed with respect to each Parent Company Employee Plan required to make such a filing, ; (iii) the most recent actuarial valuation for each Parent Company Employee Plan subject to Title IV of ERISA, ; (iv) the latest reports which have been filed with the U.S. Department of Labor with respect to each Parent Company Employee Plan required to make such filing, ; (v) the most recent favorable determination letters issued for each Parent Company Employee Plan and related trust which is intended to be qualified under Section 401(a) of the Code (and, if an application for such determination is pending, a copy of the application for such determination), ; (vi) financial and other information regarding current and projected liabilities with respect to each Parent Company Employee Plan for which the filings described in (ii), (iiiiv) or (ivv) above are not required under ERISA ERISA; and (vii) all correspondence between the Internal Revenue Service and/or or the Department of Labor and Parent and/or any of its Subsidiaries (b) (i) none of the Parent Employee Plans promises Company or provides retiree medical or other retiree welfare benefits to any person (other than continuation coverage to the extent required by law, whether pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, or otherwise), and none of the Parent Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) no party in interest or disqualified person (as defined in Section 3(14) of ERISA and Section 4975 of the Code) has at any time engaged in a transaction with respect to any Parent Employee Plan which could subject Parent or any Subsidiary of Parent, directly or indirectly, to a material tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Parent Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach would reasonably be expected to have a Material Adverse Effect on Parent or any Subsidiary of Parent; (iv) all Parent Employee Plans have been established and maintained substantially in accordance with their terms and have been operated in compliance in all material respects with all applicable Legal Requirements, and may by their terms be amended and/or terminated at any time without the consent of any other Person subject to applicable Legal Requirements and the terms of each Parent Employee Plan, and Parent and each Subsidiary of Parent has performed all material obligations required to be performed by them under, and are not in any material respect in default under or in violation of, any Parent Employee Plan, and neither Parent nor any Subsidiary of Parent has any knowledge of any default or violation by any other Person with respect to, any of the Parent Employee Plans; (v) each Parent Employee Plan which is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the Internal Revenue Service as to such plan's qualified status under Section 401(a) of the Code (or comparable letter, such as an opinion or notification letter as to the form of plan adopted by Parent or any Subsidiary of Parent), and, to Parent's knowledge, nothing has occurred since the issuance of such letter which may reasonably be expected to impair such favorable determination or otherwise impair the qualified status of such plan; (vi) all contributions required to be made with respect to any Parent Employee Plan pursuant to Section 412 of the Code, or the terms of Parent Employee Plan or any collective bargaining agreement, have been made on or before their due dates (including any extensions thereof); (vii) with respect to each Parent Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) has occurred for which there is any material outstanding liability to Parent or any Subsidiary of Parent nor would the consummation of the transactions contemplated hereby (including the execution of this Agreement) constitute a reportable event for which the 30-day notice requirement has not been waived; and (viii) neither Parent nor any Subsidiary of Parent has incurred or reasonably expects to incur any material liability under Title IV of ERISA including, without limitation, any material liability arising out of or resulting from an event described in Section 4062, 4063 or 4041 of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course)Acquired Corporations.