Common use of Employee Benefit Plan Clause in Contracts

Employee Benefit Plan. (a) The Company, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. (b) Each Employee Benefit Plan which is intended to qualify under section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status. (c) No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by the Company, any of its Subsidiaries or any of their ERISA Affiliates. (d) No ERISA Event has occurred or is reasonably expected to occur. Except to the extent required under section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates. (e) The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by the Company, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan. (f) As of the most recent evaluation date for each Multiemployer Plan available, the potential liability of the Company, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to section 4221(e) of ERISA is zero. (g) The Company, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plan. (a) The CompanyBorrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. (b) Each Employee Benefit Plan except for any such non-compliance or non-performance which is intended could not reasonably be expected to qualify under section 401(a) of the Internal Revenue Code has received result in a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status. (c) Material Adverse Effect. No liability to the PBGC (other than required premium payments), the U.S. Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by the Company, any of its Subsidiaries or any of their ERISA Affiliates. (d) No ERISA Event has occurred or is reasonably expected to occur. Except to the extent required under section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates. (e) The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by the CompanyBorrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified with respect to any Employee Benefit Plan, except for funding purposes any such liability which could not reasonably be expected to result in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan. (f) a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur which could reasonably be expected to result in a Material Adverse Effect. No Plan has Unfunded Vested Liabilities which could reasonably be expected to result in a Material Adverse Effect. As of the most recent evaluation valuation date for each Multiemployer Plan availablePlan, the potential liability of the CompanyBorrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of section Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to section Section 4221(e) of ERISA is zero. (g) ERISA, could not reasonably be expected to result in a Material Adverse Effect. The CompanyBorrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of section Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in section Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan, except for any such non-compliance which could not reasonably be expected to result in a Material Adverse Effect.

Employee Benefit Plan. (a) The CompanyExcept as is not reasonably likely, either individually or in the aggregate, to have a Material Adverse Effect (i) each member of the Restricted Group and each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. ; (bii) Each each Employee Benefit Plan which is intended to qualify under section Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status. ; (ciii) No no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by any member of the Company, Restricted Group or any of its Subsidiaries or any of their ERISA Affiliates. ; (div) No no ERISA Event has occurred or is reasonably expected to occur. Except ; (v) except to the extent required under section Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of any member of the Company, Restricted Group or any of its Subsidiaries or any of their respective ERISA Affiliates. ; and (evi) each member of the Restricted Group and each of its ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan. The present value of the aggregate benefit liabilities under each Pension Plan and Pension Scheme sponsored, maintained or contributed to by each member of the Company, Restricted Group or any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan or scheme year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension PlanPlan or Pension Scheme), did not exceed the aggregate current value of the assets of such Pension Plan. (f) Plan or Pension Scheme. As of the most recent evaluation valuation date for each Multiemployer Plan available, the potential liability of each member of the Company, Restricted Group and its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of section Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to section Section 4221(e) of ERISA is zero. (gb) The CompanyExcept in respect of the Pension Schemes, each no member of its Subsidiaries and each the Restricted Group is or has at any time been an employer (for the purposes of their ERISA Affiliates sections 38 to 56 of the Pensions Act 2004), or, except as is not reasonably likely to have complied a Material Adverse Effect, “connected” with or an “associate” of (as those terms are used in sections 38 to 56 of the requirements Pensions Act 2004) an employer, of section 515 of ERISA with respect to each Multiemployer Plan and are an occupational pension scheme which is not in material “default” a money purchase scheme (both terms as defined in section 4219(c)(5) the Pension Schemes Act 1993); and the Pensions Regulator has not issued a Financial Support Direction or a Contribution Notice to any member of ERISA) with respect the Restricted Group and so far as such Credit Party is aware there are no circumstances which are reasonably likely to payments lead to a Multiemployer Planthe issue of either.

Employee Benefit Plan. (a) The Company, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. (b) . Each Employee Benefit Plan which is intended to qualify under section Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status. (c) . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by the Company, any of its Subsidiaries or any of their ERISA Affiliates. (d) . No ERISA Event has occurred or is reasonably expected to occur. Except to the extent required under section Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates. (e) . The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by the Company, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan. (f) . As of the most recent evaluation valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of the Company, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of section Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to section Section 4221(e) of ERISA is zero. (g) . The Company, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of section Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in section Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plan. (a) The CompanyBorrower, each other Member of its Subsidiaries the Consolidated Group and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. (b) Each Employee Benefit Plan except for any such non-compliance or non-performance which is intended could not reasonably be expected to qualify under section 401(a) of the Internal Revenue Code has received result in a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status. (c) Material Adverse Effect. No liability to the PBGC (other than required premium payments), the U.S. Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by the Company, Borrower or any other Member of its Subsidiaries the Consolidated Group or any of their ERISA Affiliates. (d) Affiliates with respect to any Employee Benefit Plan, except for any such liability which could not reasonably be expected to result in a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occuroccur which could reasonably be expected to result in a Material Adverse Effect. Except No Plan has Unfunded Vested Liabilities which could reasonably be expected to the extent required under section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates. (e) The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by the Company, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes result in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan. (f) a Material Adverse Effect. As of the most recent evaluation valuation date for each Multiemployer Plan availablePlan, the potential liability of the CompanyBorrower, its Subsidiaries and the other Members of the Consolidated Group and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of section Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to section Section 4221(e) of ERISA is zero. (g) ERISA, could not reasonably be expected to result in a Material Adverse Effect. The Company, Borrower and each other Member of its Subsidiaries the Consolidated Group and each of their ERISA Affiliates have complied with the requirements of section Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in section Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan, except for any such non-compliance which could not reasonably be expected to result in a Material Adverse Effect.

Employee Benefit Plan. (a) The CompanyExcept as would not reasonably be expected to have a Material Adverse Effect Holdings, each of its Subsidiaries and and, with respect to a Pension Plan, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. (b) . Each Employee Benefit Plan which is intended to qualify under section Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status. (c) No status or is within the filing period set forth under Revenue Procedure 2007-44. Except as would not reasonably be expected to have Material Adverse Effect, no liability to the PBGC (other than required premium paymentspayments and required minimum funding contributions), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by the CompanyHoldings, any of its Subsidiaries or any of their ERISA Affiliates. (d) No . Except as would not reasonably be expected to have a Material Adverse Effect, no ERISA Event has occurred or is reasonably expected to occur. Except to the extent required under section Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Company, Holdings or any of its Subsidiaries or any in an amount that would exceed an accumulated post-retirement benefit obligation of their respective ERISA Affiliates. (e) $27,000,000 as of December 31, 2008 and valued using the assumptions and methods under FAS 106. The present value of the aggregate benefit liabilities under each the Pension Plan Plans sponsored, maintained or contributed to by the CompanyHoldings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for the purpose of the adjusted funding purposes target attainment percentage certification in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan. (f) As Plans by more than $100,000,000. To the knowledge of Holdings and each Subsidiary of Holdings, as of the most recent evaluation valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of the CompanyHoldings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of section Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to section Section 4221(e) of ERISA is zero. (g) The Company. Holdings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of section Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in section Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plan. (a) The Company, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. (b) Each Employee Benefit Plan which is intended to qualify under section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status. (c) No liability to the PBGC (other than required premium payments), the Internal Revenue ServiceNeither any Borrower, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by the Company, any of its Subsidiaries or Guarantor nor any of their ERISA Affiliates. (d) , nor any Plan, is in material violation in form or in operation of any provision of ERISA or any other applicable state or federal law, including the requirements of the IRC. No ERISA Prohibited Transaction or Reportable Event has occurred or is with respect to any Plan which reasonably would be expected to occurresult in a Material Adverse Effect. Except No notice of intent to terminate a Plan has been filed within the extent required 24-month period preceding the date hereof, nor has any Plan been terminated under section 4980B Section 4041(c) of ERISA since September 2, 1974. The PBGC has not instituted proceedings to terminate or appoint a trustee to administer a Plan, and no event has occurred and no condition exists which might constitute grounds under Section 4042 of ERISA for the Internal Revenue Code termination of, or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase appointment of insurance or otherwise) for any retired or former employee of the Companya trustee to administer, any of its Subsidiaries or Plan. Neither any of their respective ERISA Affiliates. (e) The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by the CompanyBorrower, any of its Subsidiaries Guarantor nor any ERISA Affiliate has incurred or expects to incur any of their ERISA Affiliates (determined as of the end of the most recent withdrawal liability to any multiemployer plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan. (f) As of the most recent evaluation date for each Multiemployer Plan available, the potential liability of the Company, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to section 4221(eSection 3(37) or Section 3001(a)(3) of ERISA is zero. (g) The Companyor Section 414 of the IRC. Neither any Borrower, each any Guarantor nor any ERISA Affiliate has any obligation to provide medical benefits or coverage to any former employee other than as required under Section 4980B of its Subsidiaries and each the IRC or Part 6 of their ERISA Affiliates have complied with Title I of ERISA. Each Employee Benefit Plan subject to Section 4980B of the IRC has satisfied the applicable requirements of section 515 Section 4980B of ERISA with respect the IRC. Each Plan meets the minimum funding requirements of IRC Section 412 and no waiver from the minimum funding requirements has been applied for or approved pursuant to each Multiemployer Plan and are not in material “default” (as defined in section 4219(c)(5Section 412(d) of the IRC. The reporting and disclosure requirements of each Plan have been timely and completely satisfied. Neither any Borrower, any Guarantor, any ERISA Affiliate nor any fiduciary of any Plan has engaged in conduct that would be a breach of any duty under Part 4, Subtitle B, Title I of ERISA. There are no actions, suits or claims pending (other than routine claims for benefits) with respect or, to payments to a Multiemployer Plan.the knowledge of any Borrower, any Guarxxxxx

Employee Benefit Plan. (a) The CompanyBorrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in material compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. (b) . Each Employee Benefit Plan which is intended to qualify under section Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status. (c) No . As of the date hereof, no liability to the PBGC (other than required premium paymentspayments and required minimum funding contributions), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or any Employee Benefit Plan is expected to be incurred by the CompanyBorrower, any of its Subsidiaries or any of their ERISA Affiliates. (d) Affiliates and none of the foregoing entities maintains, contributes to or has any liability with respect to any Pension Plan or Multiemployer Plan. No ERISA Event has occurred or is reasonably expected to occuroccur which would result in material liability of the Borrower. Except to the extent required under section Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Company, Borrower or any of its Subsidiaries or any of their respective ERISA AffiliatesSubsidiaries. (e) The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by the Company, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan. (f) As of the most recent evaluation date for each Multiemployer Plan available, the potential liability of the Company, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to section 4221(e) of ERISA is zero. (g) The Company, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plan. Except as described in Exhibit 5.23, CPS does not have any hospitalization, health insurance, pension, retirement, profit sharing, stock option or similar plans. Exhibit 5.23 sets forth a correct and complete list of each and every employee benefit plan, including each pension, profit sharing, stock bonus, bonus, deferred compensation, severance, stock option or purchase plan, or other retirement plan or arrangement, covering employees of CPS (a) The Companythe "Employee Benefit Plans"). For each such employee pension plan, multi-employer plan or welfare plan as those terms are defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and for each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder Employee Benefit Plan with respect to each which CPS is a "party in interest" as defined in Section 3 of ERISA, or a "disqualified person" as defined in Section 4975 of the Code, CPS has delivered to Purchaser complete and accurate copies of (i) all Employee Benefit PlanPlans and all amendments thereto; (ii) the trust instrument or insurance contract, if any, forming a part of the plans, and have performed all their obligations under each Employee Benefit Plan. amendments thereto; (biii) Each Employee Benefit Plan which is intended to qualify under section 401(a) of the most recent and preceding year's Internal Revenue Code Service Form 5500 and all schedules thereto; (iv) the most recent Internal Revenue Service determination letter, or if no letter has received a favorable determination letter from been issued, any pending application to the Internal Revenue Service indicating that such for a determination letter regarding qualified status; (v) any bond required by Section 412 of ERISA; and (vi) the summary plan description. CPS has complied with all of the rules and regulations governing each of the Employee Benefit Plan is so qualified Plans maintained for the benefit of CPS's employees, including, without limitation, rules and nothing has occurred subsequent regulations promulgated pursuant to ERISA and the issuance Code, by the Department of such determination letter which would cause such Treasury, Department of Labor, and the Pension Benefit Plans Guaranty Corporation, and each of the Employee Benefit Plan to lose Plans now operated has since its qualified status. (c) No liability to the PBGC (other than required premium payments), the Internal Revenue Service, inception been operated in accordance with its provisions and is in compliance with such rules and regulations. Neither CPS nor any Employee Benefit Plan Plans maintained by CPS or any trust established under Title IV fiduciaries thereof have engaged in any prohibited transaction, as that term is defined in Section 406 of ERISA has been or is expected to be incurred by Section 4975 of the CompanyCode, nor have any of its Subsidiaries or them committed any breach of their ERISA Affiliates. (d) No ERISA Event has occurred or is reasonably expected to occur. Except to the extent required under section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates. (e) The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by the Company, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan. (f) As of the most recent evaluation date for each Multiemployer Plan available, the potential liability of the Company, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to section 4221(e) of ERISA is zero. (g) The Company, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of section 515 of ERISA fiduciary responsibility with respect to each Multiemployer Plan any of the Employee Benefit Plans, and are CPS does not in material “default” (as defined in section 4219(c)(5) of ERISA) have any knowledge that any other person has not complied with respect to payments to a Multiemployer Planthese rules and regulations.

Employee Benefit Plan. (a) The Company, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. (b) Each No Employee Benefit Plan which is intended subject to qualify under section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status. (c) No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been terminated or is expected or has been the subject of termination proceedings pursuant to be incurred by Title IV of ERISA. Full payment has been made of all amounts which the Company, any Company was required under the terms of its Subsidiaries the Employee Benefit Plans to have paid as contributions to such Employee Benefit Plans on or any of their ERISA Affiliates. (d) No ERISA Event has occurred or is reasonably expected to occur. Except prior to the extent required under section 4980B of the Internal Revenue Code or similar state laws, date hereof (excluding any amounts not yet due) and no Employee Benefit Plan provides health which is subject to Part 3 of Subtitle B of Title 1 of ERISA has incurred any "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee Section 412 of the CompanyCode), whether or not waived. Neither the Company nor any Shareholder nor, to the knowledge of the Company and each Shareholder after due inquiry, any of its Subsidiaries other "disqualified person" or any of their respective ERISA Affiliates. "party in interest" (eas defined in Section 4975(e)(2) The present value of the aggregate benefit liabilities under each Pension Code and Section 3(14) of ERISA, respectively) has engaged in any transactions in connection with any Employee Benefit Plan sponsoredthat could reasonably be expected to result in the imposition of a penalty pursuant to Section 502(i) of ERISA, maintained damages pursuant to Section 409 of ERISA or contributed a tax pursuant to by Section 4975(a) of the CompanyCode. No liability, claim, action or litigation has been made, commenced or threatened with respect to any Employee Benefit Plan (other than for benefits payable in the ordinary course and PBGC insurance premiums). No Employee Benefit Plan or related trust owns any securities in violation of its Subsidiaries or any Section 407 of their ERISA Affiliates (determined ERISA. With respect to all Employee Benefit Plans which are subject to Title IV of ERISA, as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation prepared for each such Pension Employee Benefit Plan), the aggregate present value of the accrued liabilities thereof did not exceed the aggregate current fair market value of the assets of such Pension Plan. (f) As of the most recent evaluation date for each Multiemployer Plan available, the potential liability of the Company, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to section 4221(e) of ERISA is zero. (g) The Company, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” allocable thereto. Each "multiemployer plan" (as defined in section 4219(c)(5Section 4001(a)(3) of ERISA) with respect to payments which the Company is obligated to a contribute ("Multiemployer Plan") is listed on Schedule 4.

Employee Benefit Plan. Except as described in Exhibit 5.23, R & S does not have any hospitalization, health insurance, pension, retirement, profit sharing, stock option or similar plans. Exhibit 5.23 sets forth a correct and complete list of each and every employee benefit plan, including each pension, profit sharing, stock bonus, bonus, deferred compensation, severance, stock option or purchase plan, or other retirement plan or arrangement, covering employees of R & S (athe "Employee Benefit Plans"). For each such employee pension plan, multi-employer plan or welfare plan as those terms are defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended, ("ERISA") The Company, and for each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder Employee Benefit Plan with respect to each which R & S is a "party in interest" as defined in Section 3 of ERISA, or a "disqualified person" as defined in Section 4975 of the Code, R & S has delivered to Purchaser complete and accurate copies of (i) all Employee Benefit PlanPlans and all amendments thereto; (ii) the trust instrument or insurance contract, if any, forming a part of the plans, and have performed all their obligations under each Employee Benefit Plan. amendments thereto; (biii) Each Employee Benefit Plan which is intended to qualify under section 401(a) of the most recent and preceding year's Internal Revenue Code Service Form 5500 and all schedules thereto; (iv) the most recent Internal Revenue Service determination letter, or if no letter has received a favorable determination letter from been issued, any pending application to the Internal Revenue Service indicating that such for a determination letter regarding qualified status; (v) any bond required by Section 412 of ERISA; and (vi) the summary plan description. R & S has complied with all of the rules and regulations governing each of the Employee Benefit Plan is so qualified Plans maintained for the benefit of R & S's employees, including, without limitation, rules and nothing has occurred subsequent regulations promulgated pursuant to ERISA and the issuance Code, by the Department of such determination letter which would cause such Treasury, Department of Labor, and the Pension Benefit Plans Guaranty Corporation, and each of the Employee Benefit Plan to lose Plans now operated has since its qualified status. (c) No liability to the PBGC (other than required premium payments), the Internal Revenue Service, inception been operated in accordance with its provisions and is in compliance with such rules and regulations. Neither R & S nor any Employee Benefit Plan Plans maintained by R & S or any trust established under Title IV fiduciaries thereof have engaged in any prohibited transaction, as that term is defined in Section 406 of ERISA has been or is expected to be incurred by Section 4975 of the CompanyCode, nor have any of its Subsidiaries or them committed any breach of their ERISA Affiliates. (d) No ERISA Event has occurred or is reasonably expected to occur. Except to the extent required under section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates. (e) The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by the Company, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan. (f) As of the most recent evaluation date for each Multiemployer Plan available, the potential liability of the Company, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to section 4221(e) of ERISA is zero. (g) The Company, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of section 515 of ERISA fiduciary responsibility with respect to each Multiemployer Plan any of the Employee Benefit Plans, and are R & S does not in material “default” (as defined in section 4219(c)(5) of ERISA) have any knowledge that any other person has not complied with respect to payments to a Multiemployer Planthese rules and regulations.

Employee Benefit Plan. (a) The Company, Borrower and each other Member of its Subsidiaries the Consolidated Group and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. (b) Each Employee Benefit Plan except for any such non-compliance or non-performance which is intended could not reasonably be expected to qualify under section 401(a) of the Internal Revenue Code has received result in a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status. (c) Material Adverse Effect. No liability to the PBGC (other than required premium payments), the U.S. Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by the Company, Borrower or any other Member of its Subsidiaries the Consolidated Group or any of their ERISA Affiliates. (d) Affiliates with respect to any Employee Benefit Plan, except for any such liability which could not reasonably be expected to result in a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occuroccur which could reasonably be expected to result in a Material Adverse Effect. Except No Plan has Unfunded Vested Liabilities which could reasonably be expected to the extent required under section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates. (e) The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by the Company, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes result in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan. (f) a Material Adverse Effect. As of the most recent evaluation valuation date for each Multiemployer Plan availablePlan, the potential liability of the Company, its Subsidiaries Borrower and the other Members of the Consolidated Group and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of section Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to section Section 4221(e) of ERISA is zero. (g) ERISA, could not reasonably be expected to result in a Material Adverse Effect. The Company, Borrower and each other Member of its Subsidiaries the Consolidated Group and each of their ERISA Affiliates have complied with the requirements of section Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in section Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan, except for any such non-compliance which could not reasonably be expected to result in a Material Adverse Effect.

Employee Benefit Plan. (a) The Company, each Neither Borrower nor any of its Subsidiaries and each ERISA Affiliates, nor any Plan, is in material violation in form or in operation of their respective any provision of ERISA Affiliates are in compliance with all or any other applicable provisions and state or federal law, including the requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder IRC. No Prohibited Transaction or Reportable Event has occurred with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. (b) Each Employee Benefit any Plan which is intended reasonably would be expected to qualify under section 401(a) result in a Material Adverse Effect. No notice of the Internal Revenue Code has received intent to terminate a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status. (c) No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been filed within the 24-month period preceding the date hereof, nor has any Plan been terminated under Section 4041(c) of ERISA since September 2, 1974. The PBGC has not instituted proceedings to terminate or is expected appoint a trustee to be incurred by administer a Plan, and no event has occurred and no condition exists which might constitute grounds under Section 4042 of ERISA for the Companytermination of, or the appointment of a trustee to administer, any of its Subsidiaries Plan. Neither Borrower nor any ERISA Affiliate has incurred or expects to incur any of their ERISA Affiliates. (d) No ERISA Event has occurred or is reasonably expected withdrawal liability to occur. Except to the extent required under section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates. (e) The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by the Company, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent multiemployer plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan. (f) As of the most recent evaluation date for each Multiemployer Plan available, the potential liability of the Company, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to section 4221(eSection 3 (37) or Section 3001(a)(3) of ERISA is zero. (g) The Company, each or Section 414 of its Subsidiaries and each the IRC. Neither Borrower nor any ERISA Affiliate has any obligation to provide medical benefits or coverage to any former employee other than as required under Section 4980B of their ERISA Affiliates have complied with the IRC or Part 6 of Title I of ERISA. Each Employee Benefit Plan subject to Section 4980B of the IRC has satisfied the applicable requirements of section 515 Section 4980B of the IRC. Each Plan meets the minimum funding requirements of IRC Section 412 and no waiver from the minimum funding requirements has been applied for or approved pursuant to Section 412(d) of the IRC. The reporting and disclosure requirements of each Plan have been timely and completely satisfied. Neither Borrower, any ERISA Affiliate nor any fiduciary of any Plan has engaged in conduct that would be a breach of any duty under Part 4, Subtitle B, Title I of ERISA. There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of Borrower or any ERISA Affiliate, threatened against, or with respect to each Multiemployer to, any Plan and are not or its assets, if any. Each Plan which is a “welfare benefit plan,” as described in material “default” (as defined in section 4219(c)(5Section 3(1) of ERISA) with respect , may be unilaterally amended or terminated in its entirety without liability except as to benefits accrued prior to such amendment. Termination of employment of any employee of Borrower or any ERISA Affiliate would not result in payments to a Multiemployer Planwhich, in the aggregate, would result in imposition of the sanctions imposed under Section 280G or Section 4999 of the IRC.

Employee Benefit Plan. (a) The Company, each Neither Borrower nor any of its Subsidiaries and each ERISA Affiliates, nor any Plan, is in material violation in form or in operation of their respective any provision of ERISA Affiliates are in compliance with all or any other applicable provisions and state or federal law, including the requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder IRC. No Prohibited Transaction or Reportable Event has occurred with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. (b) Each Employee Benefit any Plan which is intended reasonably would be expected to qualify under section 401(a) result in a Material Adverse Effect. No notice of the Internal Revenue Code has received intent to terminate a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status. (c) No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been filed within the 24-month period preceding the date hereof, nor has any Plan been terminated under Section 4041(c) of ERISA since September 2, 1974. The PBGC has not instituted proceedings to terminate or is expected appoint a trustee to be incurred by administer a Plan, and no event has occurred and no condition exists which might constitute grounds under Section 4042 of ERISA for the Companytermination of, or the appointment of a trustee to administer, any of its Subsidiaries Plan. Neither Borrower nor any ERISA Affiliate has incurred or expects to incur any of their ERISA Affiliates. (d) No ERISA Event has occurred or is reasonably expected withdrawal liability to occur. Except to the extent required under section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates. (e) The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by the Company, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent multiemployer plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan. (f) As of the most recent evaluation date for each Multiemployer Plan available, the potential liability of the Company, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to section 4221(eSection 3(37) or Section 3001(a)(3) of ERISA is zero. (g) The Company, each or Section 414 of its Subsidiaries and each the IRC. Neither Borrower nor any ERISA Affiliate has any obligation to provide medical benefits or coverage to any former employee other than as required under Section 4980B of their ERISA Affiliates have complied with the IRC or Part 6 of Title I of ERISA. Each Employee Benefit Plan subject to Section 4980B of the IRC has satisfied the applicable requirements of section 515 Section 4980B of the IRC. Each Plan meets the minimum funding requirements of IRC Section 412 and no waiver from the minimum funding requirements has been applied for or approved pursuant to Section 412(d) of the IRC. The reporting and disclosure requirements of each Plan have been timely and completely satisfied. Neither Borrower, any ERISA Affiliate nor any fiduciary of any Plan has engaged in conduct that would be a breach of any duty under Part 4, Subtitle B, Title I of ERISA. There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of Borrower or any ERISA Affiliate, threatened against, or with respect to each Multiemployer to, any Plan and are not or its assets, if any. Each Plan which is a "welfare benefit plan," as described in material “default” (as defined in section 4219(c)(5Section 3(1) of ERISA) with respect , may be unilaterally amended or terminated in its entirety without liability except as to benefits accrued prior to such amendment. Termination of employment of any employee of Borrower or any ERISA Affiliate would not result in payments to a Multiemployer Planwhich, in the aggregate, would result in imposition of the sanctions imposed under Section 280G or Section 4999 of the IRC.