Common use of Employee Benefit and Pension Plans Clause in Contracts

Employee Benefit and Pension Plans. (i) Xxxxxx has provided true and complete copies (or, in the case of bonus or other incentive plans, summaries thereof and financial data with respect thereto) of all material pension, retirement, profit-sharing, deferred compensation, stock option, employee stock ownership, severance pay, vacation, bonus or other material incentive plans, all other material employee programs, arrangements or agreements, whether arrived at through collective bargaining or otherwise, all material medical, vision, dental or other health plans, all life insurance plans and all other material employee benefit plans or fringe benefit plans, including, without limitation, all "employee benefit plans" as that term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), currently adopted by, maintained by, sponsored in whole or in part by, or contributed to by Xxxxxx or any Affiliate thereof for the benefit of any employee or under which any employee is eligible to participate and under which Xxxxxx could have any liability contingent or otherwise (collectively, the "Xxxxxx Benefit Plans"). Any of the Xxxxxx Benefit Plans which is an "employee pension benefit plan", as that term is defined in Section 3(2) of ERISA, is referred to herein as a "Xxxxxx ERISA Plan". No Xxxxxx Benefit Plan is or has been a multi-employer plan within the meaning of Section 3(37) of ERISA. Schedule 7(y) of the Xxxxxx Disclosure Schedule lists of all of the Xxxxxx Benefit Plans. (ii) All Xxxxxx Benefit Plans are in compliance with the applicable terms of ERISA and the Code and any other applicable laws, rules and regulations, such that any violation thereof would not have a Material Adverse Effect on Xxxxxx. (iii) All liabilities under any Xxxxxx Benefit Plan are fully accrued or reserved against in all material respects in the Xxxxxx Financial Statements in accordance with GAAP. No Xxxxxx ERISA Plan which is a defined benefit pension plan has any "unfunded current liability", as that term is defined in Section 302(d)(8)(A) of ERISA, and the present fair market value of the assets of any such plan exceeds the plan's "benefit liabilities", as that term is defined in Section 4001(a)(16) of ERISA, when determined under actuarial factors that would apply if the plan terminated in accordance with all applicable legal requirements. (iv) Xxxxxx has no obligations for retiree health and life benefits under any Xxxxxx Benefit Plan or otherwise. There are no restrictions on the rights of Xxxxxx to amend or terminate any such Xxxxxx Benefit Plan without incurring any material liability thereunder, except for such restrictions as would not have a Material Adverse Effect on Xxxxxx. (v) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (i) result in any payment (including, without limitation, severance, golden parachute or otherwise) becoming due to any employees under any Xxxxxx Benefit Plan or otherwise, (ii) increase any benefits otherwise payable under any Xxxxxx Benefit Plan or (iii) result in any acceleration of the time of payment or vesting of any such benefits.

Employee Benefit and Pension Plans. (ia) Xxxxxx has provided true and complete copies Each “employee benefit plan” (or, as defined in the case of bonus or other incentive plans, summaries thereof and financial data with respect theretoSection 3(3) of all material pensionERISA), retirementeach bonus, profit-profit sharing, deferred compensation, stock option, employee stock ownership, severance payequity or equity-based, pension, retirement, savings, fringe benefit, health insurance, disability, vacation, bonus commission, deferred or incentive compensation or severance, retention, employment, change of control, or other benefit or compensation plan, program, agreement, contract, policy or arrangement that is sponsored, maintained, administered, contributed to or required to be contributed to by the Seller, any of its Subsidiaries, any of the Acquired Companies or any of their respective Affiliates under which Electrical Employees currently receive benefits, or with respect to which any of the Acquired Companies has any Liability, except for any Foreign Plan, is herein referred to as a “Plan” and collectively, the “Plans”. Section 3.23(a)(i) of the Disclosure Schedule lists each material incentive plansPlan and each material Foreign Plan, and Section 3.23(a)(ii) of the Disclosure Schedule separately designates each Plan and each Foreign Plan with respect to which the Buyer or any of the Acquired Companies will have any Liability following the Closing (each an “Acquired Company Plan” and collectively, the “Acquired Company Plans”). With respect to each Plan (other than an Acquired Company Plan), the Seller has provided to the Buyer complete and correct copies of (as applicable) the summary plan descriptions. With respect to each Acquired Company Plan, the Seller has provided to Buyer complete and correct copies of (as applicable) the plan documents, summary plan descriptions, related trust agreements and the most recent favorable determination (or opinion) letter issued by the Internal Revenue Service, if applicable. (b) Except as set forth in Section 3.23(b) of the Disclosure Schedule, each Plan has been maintained, funded and administered in all material respects in accordance with its terms and in compliance with all Applicable Law, including ERISA and the Code. Each Plan that is intended to be qualified under Code §401(a) is so qualified and has received a favorable determination letter from the Internal Revenue Service, and, to the knowledge of any Acquired Company, nothing has occurred that could reasonably be expected to adversely affect the qualification of such Plan. The Seller, the Acquired Companies and their Affiliates have complied with the requirements of COBRA. (c) None the Acquired Companies maintains, sponsors, contributes to, has any obligation to contribute, or has any current or contingent liability or obligation under or with respect to any “multiemployer plan” (as defined in Section 3(37) of ERISA) or any “defined benefit plan” (as defined in Section 3(35) of ERISA) or any other material employee programsplan that is or was subject to the funding requirements of Title IV of ERISA or Code §412. No Acquired Company has any obligation to provide post-employment or post-termination health or life insurance or other welfare benefits to any Person. None of the Acquired Companies has any current or contingent liability or obligation on account of at any time being considered a single employer under Code §414 with any other Person. (d) The Transactions will not cause the acceleration of vesting in, or payment or funding of, any benefits or compensation under any Plan or any Foreign Plan and will not otherwise accelerate or increase any liability under any Plan or any Foreign Plan. (e) The following applies to the Mastervolt Pension Arrangements in addition to the foregoing warranties of this Section 3.23. If there is any conflict, apparent conflict or ambiguity in or between Section 3.23(e) and any other part of Section 3.23, this Section 3.23(e) will prevail in respect of the Mastervolt Pension Arrangements. The (ex gratia) arrangements or agreementspromises of the Mastervolt Group to pay any pension, lump sum, gratuity or other benefit similar to any of these on retirement, death, disablement, to or for any (former) employees, or any dependent (including unmarried partners) of any of them are disclosed in Section 3.23 of the Disclosure Schedule (the “Mastervolt Pension Arrangements”). The Mastervolt Pension Arrangements apply to all (former) employees, and no member of the Mastervolt Group is a party to any pension arrangement relating to any of the employees or directors, of the Mastervolt Group, including pension insurance or excess (excedent) insurance, other than the Mastervolt Pension Arrangements. All obligations of the Mastervolt Group arising from or relating to the Mastervolt Pension Arrangements of whatever type (including, without limitation, premiums, accruals, payments) that have fallen due, have at all times been paid by the due date for payment in full in accordance with the Mastervolt Pension Arrangements and Applicable Law, and to the extent these obligations are or were not covered by external funding and to the extent permitted by Applicable Law, by benefit payments to the contractually, or otherwise agreed, required amounts to the beneficiaries under the Mastervolt Pension Arrangements are adequately provided for in the Financial Statements. No member of the Mastervolt Group has any material obligation with respect to the Mastervolt Pension Arrangements, whether arrived at through collective bargaining or otherwise, all material medical, vision, dental not conditional or other health plans, all life insurance plans and all other material employee benefit plans or fringe benefit planscontingent, including, without limitation, back-service (and/or past service) obligations, which are not fully funded or adequately provided for. The Mastervolt Pension Arrangements has at all "employee benefit plans" as that term is defined times been operated materially in Section 3(3) accordance with, and the Seller and each member of the Employee Retirement Income Security Act Mastervolt Group have observed and performed all their respective material obligations under the relevant terms and conditions of 1974, as amended ("ERISA"), currently adopted by, maintained by, sponsored in whole each pension scheme and each other post-retirement or in part by, or contributed to by Xxxxxx or any Affiliate thereof for the benefit of any other long-term employee or under which any employee is eligible to participate and under which Xxxxxx could have any liability contingent or otherwise (collectivelybenefits scheme, the "Xxxxxx Benefit Plans"). Any requirements of the Xxxxxx Benefit Plans which is an "employee pension benefit plan", as that term is defined relevant Taxing Authority and other Governmental Entities in Section 3(2) of ERISA, is referred relation to herein as a "Xxxxxx ERISA Plan". No Xxxxxx Benefit Plan is or has been a multi-employer plan within the meaning of Section 3(37) of ERISA. Schedule 7(y) of the Xxxxxx Disclosure Schedule lists of all of the Xxxxxx Benefit Plans. (ii) All Xxxxxx Benefit Plans are in compliance with the applicable terms of ERISA each scheme and the Code and any other applicable laws, rules and regulations, such that any violation thereof would not have a Material Adverse Effect on Xxxxxx. (iii) All liabilities under any Xxxxxx Benefit Plan are fully accrued or reserved against in all material respects in the Xxxxxx Financial Statements in accordance with GAAPApplicable Law. No Xxxxxx ERISA Plan which is a defined benefit pension plan has any "unfunded current liability", as that term is defined in Section 302(d)(8)(A) of ERISA, and Neither the present fair market value administrators/insurers of the assets Mastervolt Pension Arrangements nor the Seller are not, in respect of the Mastervolt Pension Arrangements or in respect of any such plan exceeds other (predecessor) pension, early retirement or disability, engaged in defending any actions or claims by any (former) employee, of the plan's "benefit liabilities"Mastervolt Group or any of their dependents (other than claims for benefits in the ordinary course of business), as that term is defined in Section 4001(a)(16) of ERISAnor is, when determined under actuarial factors that would apply if the plan terminated in accordance with all applicable legal requirements. (iv) Xxxxxx has no obligations for retiree health and life benefits under any Xxxxxx Benefit Plan or otherwise. There are no restrictions on the rights of Xxxxxx to amend or terminate Seller’s Knowledge, any such Xxxxxx Benefit Plan without incurring any material liability thereunder, except for such restrictions as would not have a Material Adverse Effect on Xxxxxx. (v) Neither the execution and delivery of this Agreement nor the consummation action or claim threatened. All obligations of the transactions contemplated hereby Mastervolt Group arising from or thereby will (i) result in any payment relating to the Mastervolt Pension Arrangements of whatever type (including, without limitation, severancepremiums, golden parachute accruals, payments) that have fallen due, have at all times been paid by the due date for payment in full in accordance with the Mastervolt Pension Arrangements and Applicable Law, and to the extent these obligations are or otherwise) becoming due were not covered by external funding and to any employees the extent permitted by Applicable Law, by benefit payments to the contractually, or otherwise agreed, required amounts to the beneficiaries under any Xxxxxx Benefit Plan or otherwise, (ii) increase any benefits otherwise payable under any Xxxxxx Benefit Plan or (iii) result the Mastervolt Pension Arrangements are adequately provided for in any acceleration the Financial Statements. No member of the time Mastervolt Group has any material obligation with respect to the Mastervolt Pension Arrangements, whether or not conditional or contingent, including, without limitation, back-service (and/or past service) obligations, which are not fully funded or adequately materially provided for. (f) Each benefit plan or compensation, program, policy, agreement or arrangement covering Electrical Employees or other Persons working or who worked in connection with the Electrical Business primarily outside the United States, providing employee benefit, fringe benefit, supplemental unemployment benefit, bonus, incentive, profit sharing, termination, change of payment or vesting control, pension, retirement, savings, stock option, stock purchase, stock appreciation, health, welfare, medical, dental, disability, life insurance and similar benefits, is herein referred to as a “Foreign Plan” and collectively “Foreign Plans”. Each Foreign Plan has been maintained, funded and administered in compliance with its terms and the requirements of any such benefitsApplicable Law.

Employee Benefit and Pension Plans. (a) Section 3.16(a) of the Seller Disclosure Schedule contains a complete list of (i) Xxxxxx has provided true and complete copies each Pension Plan; (orii) each Welfare Plan including, in the case of bonus or other incentive plans, summaries thereof and financial data with respect theretoto such Pension and Welfare Plans, plans otherwise excluded from the operation of ERISA by Section 4(b)(4) or 4(b)(5) thereof, maintained or contributed to by Seller or Seller Subsidiaries, or any trade or business under common control with Seller or Seller Subsidiaries within the meaning of Section 4001(a)(14) of all ERISA (an "ERISA Affiliate"), for or on behalf of employees of Seller Subsidiaries, or to which any employee of Seller Subsidiaries contributes on account of his employment (such Pension Plans and Welfare Plans which are subject to ERISA, collectively referred to as "ERISA Plans"); and (iii) each other material pensionplan, retirementsalary practice or arrangement, profit-sharingincluding bonus, incentive compensation, deferred compensation, stock option, employee stock ownershippurchase, unit option, unit purchase, stock bonus, retirement, welfare benefit, savings, insurance, sick pay, vacation pay, severance pay, vacation, bonus pay or other fringe benefit plan or program, whether formal or informal, which is applicable to any such employee of Seller Subsidiaries (such Pension Plans, Welfare Plans and other material incentive plans, all salary practices and arrangements described in this subsection (iii), other than Foreign Plans, collectively referred to as "Benefit Arrangements"). For the avoidance of doubt, "Benefit Arrangements," as defined above, do not include any arrangements (including endorsement, sponsorship or consulting arrangements) with any amateur, professional or semi-professional athletes or athletic teams or organizations. Seller or the Seller Subsidiaries have furnished or made available to Purchaser copies of each Benefit Arrangement and each material employee programsForeign Plan, arrangements or agreementsthe most recent annual report (Form 5500 series) for each ERISA Plan, whether arrived at through collective bargaining or otherwisethe most recent Summary Plan Description for each ERISA Plan, all and the most recent Internal Revenue Determination Letter, where applicable. (b) All Benefit Arrangements are in material medicalcompliance with the provisions of ERISA (if applicable), visionthe Code (if applicable), dental or other health plans, all life insurance plans and all other material employee benefit plans applicable Laws, and all reports, returns and filings required to made thereunder have been timely made. No ERISA Plan, no trust created under any ERISA Plan, and no trustee or fringe benefit plans, including, without limitation, all "employee benefit plans" as administrator thereof has engaged in a transaction which might subject any of the Seller Subsidiaries to the tax or penalty on prohibited transactions imposed by Section 4975 of the Code or to a civil penalty imposed by Section 502 of ERISA. A favorable determination letter has been obtained from the Internal Revenue Service and a copy thereof delivered to Purchaser for any such ERISA Plan that term is defined in a Pension Plan intended to be qualified under Section 3(3401(a) of the Employee Retirement Income Security Act Code, and since such determination letter, to the Knowledge of 1974Seller, as amended no event has occurred that would disqualify such Plan. ("ERISA")c) No ERISA Plan is covered by or subject to Title IV of ERISA or Section 412 or the Code. None of the Seller Subsidiaries has any liability (contingent or otherwise) or potential liability arising under Title IV of ERISA or Section 412 of the Code. (d) For the past six years, currently adopted by, maintained by, sponsored in whole or in part byno Seller Subsidiary nor any ERISA Affiliate has contributed to, or contributed to by Xxxxxx or any Affiliate thereof for the benefit of any employee or under which any employee is eligible to participate and under which Xxxxxx could have incurred any liability contingent or otherwise (collectivelyunder, the "Xxxxxx Benefit Plans"). Any of the Xxxxxx Benefit Plans any plan which is an "employee pension benefit plan", as that term is defined in Section 3(2) of ERISA, is referred to herein as a "Xxxxxx ERISA Plan". No Xxxxxx Benefit Plan is or has been a multi-employer plan within the meaning of plan" as defined in Section 3(37) of ERISA. (e) There are no pending or, to the Seller's Knowledge, threatened claims with respect to the Benefit Arrangements (other than routine claims for benefits) which may result in liability to Seller Subsidiaries in excess of its stated or projected obligations under those plans. Schedule 7(yAll contributions and premiums required to have been made or paid under any Benefit Arrangement have been made or paid by the due date therefor. (f) Other than as set forth on Section 3.16(f) of the Xxxxxx Seller Disclosure Schedule lists of all of the Xxxxxx Benefit Plans. (ii) All Xxxxxx Benefit Plans are in compliance with the applicable terms of ERISA and the Code and any other applicable lawsSchedule, rules and regulationsneither actions taken by Seller or Seller Subsidiaries prior to Closing, such that any violation thereof would not have a Material Adverse Effect on Xxxxxx. (iii) All liabilities under any Xxxxxx Benefit Plan are fully accrued or reserved against in all material respects in the Xxxxxx Financial Statements in accordance with GAAP. No Xxxxxx ERISA Plan which is a defined benefit pension plan has any "unfunded current liability", as that term is defined in Section 302(d)(8)(A) of ERISA, and the present fair market value of the assets of any such plan exceeds the plan's "benefit liabilities", as that term is defined in Section 4001(a)(16) of ERISA, when determined under actuarial factors that would apply if the plan terminated in accordance with all applicable legal requirements. (iv) Xxxxxx has no obligations for retiree health and life benefits under any Xxxxxx Benefit Plan or otherwise. There are no restrictions on the rights of Xxxxxx to amend or terminate any such Xxxxxx Benefit Plan without incurring any material liability thereunder, except for such restrictions as would not have a Material Adverse Effect on Xxxxxx. (v) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will result in (i) result in any payment or transfer of money, property or other consideration (including, without limitation, severance, golden whether or not such payment would constitute a "parachute payment" or otherwise"excess parachute payment" within the meaning of Section 280G of the Code) becoming due to any employees under any Xxxxxx Benefit Plan an employee or otherwise, former employee of Seller Subsidiaries; (ii) increase the acceleration of the accrual or vesting of any benefits otherwise payable under any Xxxxxx Benefit Plan benefits; or (iii) result the acceleration or creation of any other additional rights, under any Benefit Arrangement, severance, parachute, employment, change in control or other agreement or arrangement by or to which any acceleration Seller Subsidiary is a party that would result, individually or in the aggregate, in a material liability. (g) Except as required by Section 4980B of the time Code or other applicable Laws and as set forth on Section 3.16(g)(i) of payment the Seller Disclosure Schedule, no Benefit Arrangement or vesting other agreement provides medical or death benefits (whether or not insured) with respect to current or former employees of the Seller Subsidiaries or any ERISA Affiliate beyond their retirement or other termination of employment. Except as set forth on Section 3.16(g)(ii) of the Seller Disclosure Schedule, any continuation coverage provided under any Welfare Plans that are Benefit Arrangements complies with Section 4980B of the Code or other applicable Laws and is at the expense of the participant or beneficiary. Purchaser shall be responsible for maintaining continuation health coverage under Section 4980B of the Code and Part 6 of Title I of ERISA for former and current employees of the Seller Subsidiaries. As of the Closing, Seller shall not be responsible for liabilities under Section 4980B of the Code or Part 6 of Title I of ERISA with respect to former and current employees of the Seller Subsidiaries for the period after the Closing Date. (h) Section 3.16(h) of the Seller Disclosure Schedule contains a complete list of each Foreign Plan, except for those required by applicable Law. Each Foreign Plan has been established, operated and administered in accordance with its terms and with the requirements of applicable Law. All material contributions required to be made under the terms of any such benefitsForeign Plan as of the Closing Date have been made or will be timely made on or prior to the Closing Date. The Seller Subsidiaries have not incurred any obligations in connection with the termination of or withdrawal from any Foreign Pension Plan except as required by operation of applicable Law and set forth on Section 3.16(h) of the Seller Disclosure Schedule, and do not have any unfunded liability with respect to benefits under any Foreign Pension Plan. With respect to any Foreign Pension Plan for which GAAP or applicable Law requires that the reserves be recorded on a statement of financial position, reserves have been so recorded in a manner which is consistent with GAAP, or applicable Law. With respect to any funded Foreign Pension Plan, the plan has been funded in accordance with applicable Law. There are no pending or, to Seller's Knowledge, threatened actions which have been asserted in writing or instituted (other than in respect of benefits due in the ordinary course which, in the aggregate are not material) against the assets of any of the Foreign Plans or against Seller, any Seller Subsidiary or any ERISA Affiliate or any fiduciary of the Foreign Plans with respect to the Foreign Plans.

Employee Benefit and Pension Plans. (a) Section 3.13(a) of the Seller Disclosure Schedule contains a complete list of (i) Xxxxxx has provided true and complete copies each Pension Plan; (orii) each Welfare Plan including, in the case of bonus or other incentive plans, summaries thereof and financial data with respect theretoto such Pension and Welfare Plans, plans otherwise excluded from the operation of ERISA by Section 4(b)(4) or 4(b)(5) thereof, maintained or contributed to by Seller or the Company, for or on behalf of all employees or former employees of the Company, or to which any present or former employee of the Company contributes on account of his employment (such Pension Plans and Welfare Plans which are subject to ERISA, collectively referred to as “ERISA Plans”); and (iii) each other material pensionplan, retirementbonus, profit-sharingincentive compensation, deferred compensation, stock option, employee stock ownershippurchase, unit option, unit purchase, stock bonus, retirement, welfare benefit, savings, insurance, sick pay, vacation pay, employment, severance pay, vacation, bonus change in control or other fringe benefit plan, arrangement or program, whether formal or informal, written or oral, which is applicable to any such employee or former employee or any current or former director or consultant of the Company (such Pension Plans, Welfare Plans and other material incentive plans, all other salary practices and arrangements described in this subsection (iii), collectively referred to as “Benefit Arrangements”). Seller or the Company has furnished or made available to Purchaser correct and complete copies of each Benefit Arrangement and amendments thereto, the most recent annual report (Form 5500 series) for each ERISA Plan, the most recent Summary Plan Description for each ERISA Plan, and the most recent Internal Revenue Service Determination Letter, where applicable. (b) All Benefit Arrangements are in material employee programscompliance with their terms, arrangements or agreementsprovisions of ERISA (if applicable), whether arrived at through collective bargaining or otherwisethe Code (if applicable), all material medical, vision, dental or other health plans, all life insurance plans and all other applicable Laws, and there has been no notice issued by a Governmental Authority with respect to any material employee benefit plans non-compliance. There are no actions, suits or fringe benefit plansclaims (other than routine claims for benefits) pending, includingor to Seller’s Knowledge, without limitationthreatened involving the Benefit Arrangements or the assets thereof that would reasonably be expected to result, all "employee benefit plans" as individually or in the aggregate, in material liability or expense. A favorable determination letter has been obtained from the Internal Revenue Service and a copy thereof delivered to Purchaser for any such ERISA Plan that term is defined in a Pension Plan intended to be qualified under Section 3(3401(a) of the Employee Retirement Income Security Act of 1974Code, as amended and since such determination letter, to Seller’s Knowledge, no event has occurred that would disqualify such Plan. ("ERISA"), currently adopted by, maintained by, sponsored in whole or in part by, or contributed to by Xxxxxx or any Affiliate thereof for the benefit of any employee or under which any employee is eligible to participate and under which Xxxxxx could have any liability contingent or otherwise (collectively, the "Xxxxxx Benefit Plans"). Any of the Xxxxxx Benefit Plans which is an "employee pension benefit plan", as that term is defined in Section 3(2c) of ERISA, is referred to herein as a "Xxxxxx No ERISA Plan". No Xxxxxx Benefit Plan is or was covered by or subject to Title IV of ERISA or Section 412 of the Code. No event has been occurred and no condition exists that would subject the Company, by reason of the Company’s affiliation with any member of its “Controlled Group” (defined as any organization which is a multi-employer plan member of a controlled group of organizations within the meaning of Section 3(37Sections 414(b), (c), (m) of ERISA. Schedule 7(yor (o) of the Xxxxxx Disclosure Schedule lists of all of Code), to any material tax, fine, lien, penalty or other liability imposed by ERISA, the Xxxxxx Benefit PlansCode or other applicable Laws. (iid) All Xxxxxx Benefit Plans are in compliance with the applicable terms of ERISA and the Code and any other applicable laws, rules and regulations, such that any violation thereof would not have a Material Adverse Effect Except as set forth on Xxxxxx. (iii) All liabilities under any Xxxxxx Benefit Plan are fully accrued or reserved against in all material respects in the Xxxxxx Financial Statements in accordance with GAAP. No Xxxxxx ERISA Plan which is a defined benefit pension plan has any "unfunded current liability", as that term is defined in Section 302(d)(8)(A3.13(d) of ERISAthe Seller Disclosure Schedule, and neither actions taken by Seller or the present fair market value of the assets of any such plan exceeds the plan's "benefit liabilities"Company prior to Closing, as that term is defined in Section 4001(a)(16) of ERISA, when determined under actuarial factors that would apply if the plan terminated in accordance with all applicable legal requirements. (iv) Xxxxxx has no obligations for retiree health and life benefits under any Xxxxxx Benefit Plan or otherwise. There are no restrictions on the rights of Xxxxxx to amend or terminate any such Xxxxxx Benefit Plan without incurring any material liability thereunder, except for such restrictions as would not have a Material Adverse Effect on Xxxxxx. (v) Neither the execution and delivery of this Agreement or the other Documents nor the consummation of the transactions contemplated hereby or thereby will result in (i) result in any payment or transfer of money, property or other consideration (including, without limitation, severance, golden whether or not such payment would constitute a “parachute payment” or otherwise“excess parachute payment” within the meaning of Section 280G of the Code) becoming due to any employees under any Xxxxxx Benefit Plan an employee or otherwise, former employee of the Company; (ii) increase the acceleration of the accrual or vesting of any benefits otherwise payable under any Xxxxxx Benefit Plan benefits; or (iii) result the acceleration or creation of any other additional rights, under any Benefit Arrangement, severance, parachute, employment, change in any acceleration control or other agreement or arrangement by or to which Seller or the Company is a party. (e) Except as required by Section 4980B of the time Code or other applicable Laws and as set forth on Section 3.13(e) of payment the Seller Disclosure Schedule, no Benefit Arrangement or vesting other agreement provides medical or death benefits (whether or not insured) with respect to current or former employees of any such benefitsthe Company beyond their retirement or other termination of employment.