Common use of Employee Benefit Plans and Arrangements Clause in Contracts

Employee Benefit Plans and Arrangements. The attached Schedule 7.4.2 is a true and complete list of all employment, profit sharing, deferred compensation, severance pay, bonus, stock option, stock purchase, pension, retainer, consulting, retirement, welfare, or incentive plans, contracts, arrangements or practices maintained or contributed to by Seller and in which any one or more employees of Seller participates or is eligible to participate, including, without limitation, a complete list of all plans, agreements, arrangements or practices which constitute "fringe benefits" to any of the employees of Seller, including, but not limited to, vacation plans or programs, sick leave plans or programs, group medical insurance, group life insurance, disability insurance, workmen's compensation, supplemental unemployment benefits, other insurance coverage (including any self-insured arrangements) and related benefits, including, without limitation, any employee benefit plan (as defined in Section 3(3) of ERlSA), to which Seller is a party or by which it is bound (collectively, the "Employee Plans"). Copies of such plans (and, if applicable, related trust agreements) and all amendments and written interpretations thereto, if any, have been furnished to Buyer together with (i) the three most recent annual reports (Form 5500 including, if applicable, Schedule B thereto) prepared in connection with any such plan and (ii) the three most recent actuarial valuation reports prepared in connection with any such plan. Each Employee Plan has been maintained in substantial compliance with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Internal Revenue Code (the "Code"), that are applicable to such Plans. No "prohibited transaction", as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan or any other employee benefit plan or arrangement maintained by Seller that is covered by Title I of ERISA and that could have a material adverse effect. No "accumulated funding deficiency", as defined in Section 412 of the Code, has been incurred with respect to any pension plan, whether or not waived. No condition exists that could constitute grounds for termination of the pension plan under Section 4042 of ERISA. Seller has not incurred any liability under Title IV of ERISA arising in connection with the termination of, or complete or partial withdrawal from, any plan covered or previously covered by Title IV of ERISA, which liability, or any portion thereof, could constitute a liability of Buyer on or after the Closing Date. No civil or criminal action brought pursuant to Part V of Title I of ERISA is pending or, to the knowledge of Seller, is threatened against Seller, or any fiduciary of any Employee Plan. All contributions and payments accrued under each Employee Plan will be discharged and paid on or prior to the Closing Date. All compensation and other benefit expenses arising with respect to employees of Seller have been charged appropriately to Seller. Except as set forth in the Schedule 7.4.2, there has been no amendment to, written interpretation or announcement (whether or not written) relating to, or change in employee participation or coverage under, any Employee Plan that would increase materially the expense of maintaining such Plan or Arrangement above the level of the expense incurred in respect of such Plan or Arrangement for the year ended December 31, 2005. Seller is not in breach of any term or provision of, or in default under, any Employee Plan and no event has occurred that, with the passage of time or the giving of notice, or both, would constitute such a breach or default.

Employee Benefit Plans and Arrangements. The attached (i) Section 3.1(s) of the Disclosure Schedule 7.4.2 is sets forth a true complete and complete correct list of all employment"employee benefit plans" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, profit sharing, deferred compensation, severance payas amended ("ERISA"), bonus, stock option, stock purchaseretirement, pension, retainerprofit-sharing, consultingthrift, retirementincentive, welfareemployment, severance, deferred or other compensation or welfare benefit plans, programs, agreements or arrangements of, or incentive plansapplicable to employees of, contractsSeller that are maintained on the Closing Date and that cover any Continuing Employees or that have been maintained, arrangements or practices maintained administered, or contributed to by Seller and in which or any one member of a controlled or more employees affiliated group within the meaning of Seller participates Section 414(b), (c), (m) or is eligible to participate, including, without limitation, a complete list of all plans, agreements, arrangements or practices which constitute "fringe benefits" to any (o) of the employees of Seller, including, but not limited to, vacation plans or programs, sick leave plans or programs, group medical insurance, group life insurance, disability insurance, workmen's compensation, supplemental unemployment benefits, other insurance coverage Code (including any self-insured arrangements) and related benefits, including, without limitation, any employee benefit plan (as defined in Section 3(3a "Controlled Group") of ERlSA), to which Seller is a party or by which it is bound member since January 1, 1992 (collectivelyeach, the an "Employee PlansBenefit Plan"). Copies Seller has furnished Buyer with a true and complete copy of such plans (and, if applicable, related trust agreements) and all amendments and written interpretations thereto, if any, have been the descriptions of the Employee Benefit Plans furnished to Buyer together with (i) the three most recent annual reports (Form 5500 including, if applicable, Schedule B thereto) prepared in connection with any such plan and employees. (ii) the three most recent actuarial valuation reports prepared Seller and each member of a Controlled Group of which Seller is a member that is participating or has participated in connection with any such plan. Each an Employee Plan has been maintained Benefit Plan, and each Employee Benefit Plan, is in substantial material compliance with the all requirements prescribed by of any and all applicable statutes, orders, and governmental rules and regulationsregulations as in effect from time to time, including but not limited to ERISA and without limitation ERISA, the Internal Revenue Code of 1986, as amended (the "Code"), that are applicable and judicial interpretations thereof. (iii) Neither Seller nor any member of a Controlled Group has contributed to such Plans. No "prohibited transaction"or incurred any liability, whether primary or secondary, to a multiemployer plan (as defined in Section 406 3(37) of ERISA. (iv) Seller, either directly or indirectly as a member of a Controlled Group, does not have any liability that remains unsatisfied as of the date hereof (A) for the termination of any single employer plan under Sections 4062 or 4064 of ERISA or any multiple employer plan under Section 4063 of ERISA, (B) for any interest payments under Section 302(e) of ERISA or Section 412(m) of the Code, (C) for any excise tax imposed by Sections 4971 or 4975 of the Code, has occurred with respect to (D) for any Employee Plan or any other employee benefit plan or arrangement maintained by Seller that is covered by Title I minimum funding contributions under Section 302(c)(11) of ERISA and that could have a material adverse effect. No "or Section 412(c)(11) of 17 26 the Code, (E) for any accumulated funding deficiency", as defined in deficiency within the meaning of Section 412 412(a) of the Code, has been incurred with respect to any pension plan, whether or not waived. No condition exists that could constitute grounds for termination , or (F) to the Internal Revenue Service, the Department of Labor, the pension Pension Benefit Guaranty Corporation (the "PBGC"), or any employee benefit plan or plan within the meaning of Section 3(3) of ERISA (each, a "Plan") or any multiemployer plan as defined in Section 3(37) of ERISA (each, a "Multiemployer Plan") under Section 4042 Subtitles D or E of ERISA. Seller has not incurred any liability under Title IV of ERISA arising or under Subchapter D of Chapter I of Subtitle A of the Code. (v) Seller and the members of its Controlled Group have complied in connection all material respects with the termination of, or complete or partial withdrawal from, any plan covered or previously covered by Title IV notice and continuation coverage requirements of Section 4980B of the Code and Sections 601 through 608 of ERISA, which liability, or any portion thereof, could constitute a liability of Buyer on or after the Closing Date. No civil or criminal action brought pursuant to Part V of Title I of ERISA is pending or, to the knowledge of Seller, is threatened against Seller, or any fiduciary of any Employee Plan. All contributions and payments accrued under each Employee Plan will be discharged and paid on or prior to the Closing Date. All compensation and other benefit expenses arising with respect to employees of Seller have been charged appropriately to Seller. Except as set forth in the Schedule 7.4.2, there has been no amendment to, written interpretation or announcement (whether or not written) relating to, or change in employee participation or coverage under, any Employee Plan that would increase materially the expense of maintaining such Plan or Arrangement above the level of the expense incurred in respect of such Plan or Arrangement for the year ended December 31, 2005. Seller is not in breach of any term or provision of, or in default under, any Employee Plan and no event has occurred that, with the passage of time or the giving of notice, or both, would constitute such a breach or default.

Employee Benefit Plans and Arrangements. The attached (a) Schedule 7.4.2 is 4.13 contains as of December 1, 1995 a true and complete list of all employmenteach Employee Plan currently maintained by Seller, profit sharing, deferred compensation, severance pay, bonus, stock option, stock purchase, pension, retainer, consulting, retirement, welfare, or incentive plans, contracts, arrangements or practices maintained the Company and/or any Subsidiary or contributed to or required to be contributed to by Seller Seller, the Company and/or any Subsidiary for the benefit of the employees or former employees (including beneficiaries of employees or former employees) of the Company and/or any Subsidiary, including without limitation, each Pension Plan and Qualified Plan (collectively, the "Company Plans" and individually a "Company Plan"). True, current, and complete copies of such Company Plans, all amendments and written interpretations of such plans, if any, lists of the plan assets as of December 31, 1994 allocated to each such plan ("Plan Assets"), and to the extent applicable and in the possession of Seller, the Company, the Subsidiaries or any of their agents, but not including any unions, copies of the most recent of the following have been furnished to Purchaser: (i) favorable determination letter of the IRS and any outstanding request for a determination letter; (ii) IRS Form 5500 or 5500-C/R and Schedule B to IRS Form 5500 (including any related actuarial valuation report) with respect to the latest plan year of each Company Plan subject to Section 412 of the Code, and (iii) any summary plan description. (b) Except as set forth on Schedule 4.13, neither Seller, the Company nor any Subsidiary has breached any obligation required to be performed by them under any Company Plan except where the failure to so perform or comply would not be Materially adverse. (c) Except as set forth on Schedule 4.13, no Employee Plan Events exist with respect to any Company Plans which are or will be Materially adverse. Except as set forth on Schedule 4.13, neither Seller, the Company nor any one Subsidiary has engaged in any transaction which has given rise to any liability under Section 4069 or more employees 4212(c) of Seller participates ERISA or is eligible has any liability to participatethe PBGC other than liability for premium payments which may hereinafter become due. (d) Except as disclosed on Schedule 4.13, each Company Plan and any trust or other funding vehicle related to such plan has been administered and operated in all Material respects in compliance with all applicable Laws, including, without limitationwhere applicable, a complete list of all plans, agreements, arrangements or practices which constitute "fringe benefits" to any of ERISA and the employees of SellerCode, including, but not limited to, vacation plans or programsthe preparation and filing of all required reports and returns with respect to such plan, sick leave plans or programsthe submission of such reports and returns to the appropriate governmental authorities, group medical insurancethe timing, group life insurancepreparation, disability insurance, workmen's compensation, supplemental unemployment benefits, other insurance coverage and distribution of all required employee communications (including any self-insured arrangements) and related benefits, including, without limitation, any notice of plan amendments which is required prior to the effectiveness of such amendments), and the proper and timely disposition of all benefit claims. (e) Neither Seller nor Company nor any of its Subsidiaries has received notice of, nor to Seller's Knowledge has a Qualified Plan of Company or its Subsidiaries been operated or administered in a manner that would cause the failure of any Qualified Plan which is a Company Plan to qualify under Section 401(a) of the Code, or the failure of any trust forming a part of any such Qualified Plan to fail to qualify for exemption from taxation under Section 501(a) of the Code, or which might adversely affect the qualification of any Company Plan which is intended to be a "qualified plan" as described in Section 401(a) of the Code (or for which a timely application for such determination has been submitted to the IRS). (f) Each Company Plan which is an employee pension benefit plan (or pension plan as defined described in Section 3(33(1) of ERlSA)ERISA which has been terminated, has been terminated in compliance with the terms of the plan and applicable Laws and not in a manner which has resulted or will result in any liability of the Company or any Subsidiary to which Seller is a party the PBGC or by which it is bound (collectively, any other party. No liability arising from the "Employee Plans"). Copies termination of such plans (and, if applicable, related trust agreements) and all amendments and written interpretations thereto, if any, have been furnished to Buyer together with (i) the three most recent annual reports (Form 5500 including, if applicable, Schedule B thereto) prepared in connection with any such plan and (ii) under ERISA or otherwise has been, or may reasonably be expected to be, incurred by the three most recent actuarial valuation reports prepared in connection Company or any Subsidiary with respect to any such plan. Each Employee Plan has been maintained in substantial compliance with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Internal Revenue Code 30 (the "Code"), that are applicable to such Plans. No "prohibited transaction"g) There is no accumulated funding deficiency, as defined in Section 302 of ERISA or Section 412 of the Code with respect to any Company Plan that is a defined benefit plan as described in Section 3(35) of ERISA and no Encumbrance has been imposed on any assets of the Company or any Subsidiary pursuant to Sections 401(a)(29) or 412(n) of the Code. (h) With respect to each Company Multiemployer Plan that is described in Section 4001(a)(3) of ERISA, there is, to Seller's Knowledge, no accumulated funding deficiency, except as set forth on Schedule 4.13. Except as set forth on Schedule 4.13, no withdrawal by Seller or Company or any Subsidiary, complete or partial, within the meaning of Title IV of ERISA, has occurred with respect to such Company Multi-employer Plan, which has created, or which may create, a Material liability for Seller or the Company or any Subsidiary. (i) Seller, the Company or a Subsidiary has made all contributions required under Section 412(m) of the Code to each Company Plan, and has made, or will make, prior to the Closing Date, all payments and contributions (including insurance premiums) due and payable as of the Closing Date, to each Company Plan, as required under such section and the terms of such plan. (j) With respect to each Company Plan that is subject to Title IV of ERISA, as of the Closing Date, neither the present value of all benefit liabilities, as defined in Section 4001(a)(16) of ERISA, nor the projected benefit obligation for such plan under FASB 87, exceed the fair market value of the plan's assets, except for the Xxxx Xxxxxxx & Co. Hourly Employees Pension Plan and except as set forth in Schedule 4.13. (k) With respect to all affected Company Plans and related trusts or other funding vehicles, to Seller's Knowledge, no "prohibited transactions", as described in Section 406 of ERISA, have occurred which are likely to subject any such plan, trust or other funding vehicle, or party dealing with such plan, trust, or related funding vehicle, to any tax or penalty on prohibited transactions imposed by Section 501(i) of ERISA or Section 4975 of the Code, has occurred except such taxes and penalties which are not Materially adverse, and, to Seller's Knowledge, the consummation of the transaction contemplated by this Agreement will not constitute a prohibited transaction. (l) As of December 1, 1995, there are no Actions (other than routine claims for benefits by employees, former employees, beneficiaries, alternate payees, or dependents arising in the normal course of operations of any Company Plan) pending, or to Seller's Knowledge, threatened, with respect to any Employee Company Plan, or against any fiduciary or sponsor of such plan with respect to their duties under such plan or with respect to the assets of any trust or other funding vehicle under such plan, except as disclosed on Schedule 4.13. (m) Except as set forth on Schedule 4.13, there are no unfunded obligations under any Company Plan providing benefits after termination of employment to any employee of the Company or any other employee Subsidiary; neither Seller, the Company nor any Subsidiary has made any commitment to the employees or former employees of the Company or any Subsidiary, or their beneficiaries under which they, or any of them, would be obligated to provide any benefit or payment which is not adequately funded through a trust or otherwise. (n) Each Company Plan which is a group health plan maintained, sponsored, established or arrangement maintained contributed to, by Seller that is covered by Title I Seller, the Company, or any Subsidiary has at all times been in compliance with the requirements contained in Sections 601 through 609 of ERISA ERISA, Sections 104, 105, 106, and that could have a material adverse effect. No "accumulated funding deficiency", as defined in Section 412 4980B of the Code, has been incurred with respect to any pension plan, whether or not waived. No condition exists that could constitute grounds for termination and Section 1862(b) of the pension plan under Section 4042 of ERISA. Seller has not incurred any liability under Title IV of ERISA arising in connection with the termination ofSocial Security Act, or complete or partial withdrawal from, any plan covered or previously covered by Title IV of ERISA, which liability, or any portion thereof, could constitute a liability of Buyer on or after the Closing Date. No civil or criminal action brought pursuant to Part V of Title I of ERISA is pending or, except to the knowledge of Seller, extent such noncompliance is threatened against Seller, or any fiduciary of any Employee Plan. All contributions not and payments accrued under each Employee Plan will not be discharged and paid on or prior to the Closing Date. All compensation and other benefit expenses arising with respect to employees of Seller have been charged appropriately to Seller. Materially adverse. (o) Except as set forth in the on Schedule 7.4.24.13, there has been no amendment to, written interpretation or announcement (whether or not written) relating to, or change in employee participation or coverage under, any Employee Plan that would increase materially the expense of maintaining such Plan or Arrangement above the level of the expense incurred in respect of such Plan or Arrangement for the year ended since December 31, 2005. Seller is not in breach 1994, neither Seller, the Company nor any Subsidiary has directed or otherwise caused the trustee of any term Company Plan to sell or provision of, or transfer any Plan Assets in default under, any Employee violation of the terms of the Company Plan and no event has occurred that, with the passage of time or the giving fiduciary duties of notice, or both, would constitute such a breach or defaulttrustee.

Employee Benefit Plans and Arrangements. The attached (a) Schedule 7.4.2 is 2.1.19(a) contains a true and complete list of all employment, profit sharingeach bonus, deferred compensation, severance payincentive compensation, bonusstock purchase, stock option, stock purchase, pension, retaineremployment, consulting, retirementseverance or termination pay, welfarehospitalization or other medical, life or incentive plansother insurance, contractssupplemental unemployment benefits, arrangements profit-sharing, pension or practices maintained retirement plan, program, agreement or contributed to by Seller arrangement, and in which any one or more employees including each “employee benefit plan” (within the meaning of Seller participates or is eligible to participate, including, without limitation, a complete list of all plans, agreements, arrangements or practices which constitute "fringe benefits" to any Section 3(3) of the employees Employee Retirement Income Security Act of Seller1974, as amended, and the rules and regulations promulgated thereunder (“ERISA”)), whether formal or informal, written or oral (“Employee Benefit Plan”), with respect to which either Seller or any Related Party has any obligation to contribute or any liability with respect thereto (contingent or otherwise), in each case, for the benefit of any present or former employee of either Seller or any present or former beneficiary, dependent or assignee of any such employee or former employee (a “Seller Employee Benefit Plan”). (b) Each Seller Employee Benefit Plan has been administered in compliance in all material respects with its terms including, but not limited to, vacation plans or programsany provisions relating to contributions thereunder, sick leave plans or programs, group medical insurance, group life insurance, disability insurance, workmen's compensation, supplemental unemployment benefits, other insurance coverage (including any self-insured arrangements) and related benefits, including, without limitation, any employee benefit plan (as defined is in Section 3(3) compliance in all material respects with the applicable provisions of ERlSA), to which Seller is a party or by which it is bound (collectivelyERISA, the "Employee Plans"). Copies of such plans (and, if applicable, related trust agreements) Code and all amendments other federal, state and written interpretations thereto, if any, have been furnished to Buyer together with (i) the three most recent annual reports (Form 5500 including, if applicable, Schedule B thereto) prepared in connection with any such plan and (ii) the three most recent actuarial valuation reports prepared in connection with any such plan. Each Employee Plan has been maintained in substantial compliance with the requirements prescribed by any and all statutes, ordersother applicable laws, rules and regulations, including but not limited to ERISA and the Internal Revenue Code (the "Code"), that are applicable as they relate to such Plans. No "prohibited transaction"Seller Employee Benefit Plan (including deductibility, funding, filing, termination, reporting and disclosure and continuation coverage obligations pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as defined in Section 406 of ERISA or Section 4975 amended (“COBRA”)). (c) Neither of the CodeSellers, SWC nor any other ERISA Affiliate maintains or has occurred with ever maintained or been obligated to contribute to a “multi-employer plan” (as such term is defined by Section 4001(a)(3) of ERISA). With respect to any Employee Plan each employee pension plan maintained by Sellers, SWC or any other employee benefit plan or arrangement maintained by Seller ERISA Affiliate that is covered by Title I subject to the funding requirements of ERISA and that could have a material adverse effect. No "accumulated funding deficiency", as defined in Section 412 of the Code (each a “Pension Plan”), all minimum contributions that are required under Section 412 of the Code have, in all material respects, been made, and there is no lien and, to the Sellers’ Knowledge no reasonable basis for the imposition of a lien pursuant to Section 4068 of ERISA. Schedule 2.1.19 includes the most recent actuarial report of each Pension Plan. For purposes of this paragraph, the term “ERISA Affiliate” includes any person or entity that has, with the Seller, ever been at any time (including by virtue of applicable attribution rules): (i) members of a controlled group of corporations within the meaning of Section 414(b) of the Code; (ii) members of a group of trades or businesses under common control within the meaning of Section 414(c) of the Code; (iii) members of an affiliated service group within the meaning of Section 414(m) of the Code; (iv) members of a group of organizations required to be aggregated under Section 414(o) of the Code; or (v) considered to be members of a group treated as a “single employer” within the meaning of Section 4001 of ERISA. (d) All obligations of either Seller or of any Related Party, has been incurred whether arising by operation of law, by contract or by course of conduct, for payments to trusts or other funds or to any governmental agency or to any individual, employee or agent (or his heirs, legatees or legal representatives) with respect to any pension plan, whether unemployment compensation or not waived. No condition exists that could constitute grounds for termination of the pension plan under Section 4042 of ERISA. Seller has not incurred any liability under Title IV of ERISA arising in connection with the termination ofSocial Security benefits, or complete for vacation or partial withdrawal fromholiday pay, any plan covered or previously covered by Title IV of ERISA, which liability, or any portion thereof, could constitute a liability of Buyer on or after the Closing Date. No civil or criminal action brought pursuant to Part V of Title I of ERISA is pending or, to the knowledge of Seller, is threatened against Seller, or any fiduciary of any Employee Plan. All contributions and payments accrued under each Employee Plan will be discharged and paid on or prior to the Closing Date. All compensation bonuses and other benefit expenses arising forms of compensation, with respect to employees of either Seller have in all material respects been charged appropriately paid when due. (e) No Seller Employee Benefit Plan contains any provision or is subject to Seller. any law that would prohibit the transactions contemplated by this Agreement. (f) Except as set forth in the on Schedule 7.4.23.4.5(c), there neither Seller nor any Related Party has been no amendment to, written interpretation paid or announcement committed to pay (whether orally or not writtenin writing) relating any bonus compensation in contemplation of or otherwise in connection with the transactions contemplated by this Agreement. (g) Neither Seller nor any Related Party has made any representation, warranty or promise to, or agreement with, any Person regarding employment after the Closing by Buyer. (h) Except as set forth on Schedule 2.1.19(h) or as required by applicable law, under no circumstances will Buyer or any Affiliate of Buyer or any of their respective partners, shareholders, members, board members or employees have any liability, whether related to the transactions contemplated by this Agreement or otherwise, for payments to any person who is or was providing services to the Sellers, SWC or any Related Party (including severance, change in employee participation control, or coverage undertransition payments) or for any benefits or other payments under any Seller Employee Benefit Plan, other than liabilities that arise from (i) offers of employment or other engagement for services made to such persons by Buyer or any Employee Plan that would increase materially the expense Affiliate of maintaining Buyer, (ii) communications or similar actions directed to such Plan persons by Buyer or Arrangement above the level any Affiliate of the expense incurred in respect Buyer, or (iii) actual employment or other engagement for services of such Plan persons by Buyer or Arrangement for the year ended December 31, 2005. Seller is not in breach any Affiliate of any term or provision of, or in default under, any Employee Plan and no event has occurred that, with the passage of time or the giving of notice, or both, would constitute such a breach or defaultBuyer.

Employee Benefit Plans and Arrangements. The attached Schedule 7.4.2 (i) SCHEDULE 3.1(n) hereto identifies: (A) Each "EMPLOYEE BENEFIT PLAN", as such term is a true and complete list of all employment, profit sharing, deferred compensation, severance pay, bonus, stock option, stock purchase, pension, retainer, consulting, retirement, welfare, or incentive plans, contracts, arrangements or practices maintained or contributed to by Seller and in which any one or more employees of Seller participates or is eligible to participate, including, without limitation, a complete list of all plans, agreements, arrangements or practices which constitute "fringe benefits" to any of the employees of Seller, including, but not limited to, vacation plans or programs, sick leave plans or programs, group medical insurance, group life insurance, disability insurance, workmen's compensation, supplemental unemployment benefits, other insurance coverage (including any self-insured arrangements) and related benefits, including, without limitation, any employee benefit plan (as defined in Section 3(3) of ERlSAERISA, that is covered by ERISA and that is maintained or otherwise contributed to by the Sellers for the benefit of the current or former employees of either of the Sellers in the Business (such employees, who include without limitation those persons listed on SCHEDULE 3.1(n), "DIVISION EMPLOYEES"). The Sellers have delivered or made available to which Seller is Buyer copies or descriptions of such plans (each, a party or by which it is bound ("BENEFIT PLAN" and, collectively, the "Employee PlansBENEFIT PLANS"). Copies , together with the most recent determination letter issued by the Internal Revenue Service (where applicable). (B) Each plan or arrangement not subject to ERISA maintained or otherwise contributed to by the Sellers for the benefit of such plans Division Employees and providing for deferred compensation (andincluding foreign deferred compensation arrangements), if applicablebonuses, related trust agreements) severance, stock options, employee insurance coverage or any similar compensation or welfare benefit arrangement (a "BENEFIT ARRANGEMENT" and all amendments and written interpretations theretocollectively, if anythe "BENEFIT ARRANGEMENTS"), copies or descriptions of which have been furnished delivered or made available to Buyer together with (i) the three most recent annual reports (Form 5500 including, if applicable, Schedule B thereto) prepared in connection with any such plan and or shall be furnished upon request. (ii) Subject to the three most recent actuarial valuation reports prepared in connection with any such plan. Each Employee exceptions set forth on SCHEDULE 3.1(n), each Benefit Plan and Benefit Arrangement has been maintained and administered at all times in substantial compliance with the requirements prescribed by any its terms and all statutes, ordersapplicable laws, rules and regulations, including but not limited to ERISA and the Internal Revenue Code (the "Code"), that are applicable to such Plans. Benefit Plan or Benefit Arrangement. (iii) No "reportable event" (as such term is used in Section 4043 of ERISA), "prohibited transaction", " (as defined such term is used in Section 406 of ERISA or Section 4975 of the Code, ) or "accumulated funding deficiency" (as such term is used in Section 412 of ERISA or Section 4971 of the Code) has heretofore occurred with respect to any Employee Plan Benefit Plan. (iv) The Sellers are not a participating or contributing employer in any other employee multiemployer benefit plan or arrangement maintained by Seller that is covered by Title I of ERISA and that could have a material adverse effect. No "accumulated funding deficiency", (as defined in Section 412 3(37) of ERISA) with respect to the Code, has been Division Employees nor have the Sellers incurred any withdrawal liability with respect to any pension multiemployer plan, whether or not waived. No condition exists . (v) Each Benefit Plan that could constitute grounds for termination is intended to be qualified under Section 401(a) of the pension plan under Section 4042 of ERISACode is so qualified and has received from the Internal Revenue Service ("IRS") a favorable determination letter within the last two years. Seller has The Sellers have not incurred incurred, and have no reason to expect that they will incur, any liability Liability to the Pension Benefit Guaranty Corporation ("PBGC") (other than PBGC premium payments) or otherwise under Title IV of ERISA arising in connection with (including any withdrawal Liability) or under the termination of, or complete or partial withdrawal from, any plan covered or previously covered by Title IV of ERISA, which liability, or any portion thereof, could constitute a liability of Buyer on or after the Closing Date. No civil or criminal action brought pursuant to Part V of Title I of ERISA is pending or, to the knowledge of Seller, is threatened against Seller, or any fiduciary of any Employee Plan. All contributions and payments accrued under each Employee Plan will be discharged and paid on or prior to the Closing Date. All compensation and other benefit expenses arising Code with respect to employees any employee pension benefit plan that the Sellers or any member of Seller have been charged appropriately their Controlled Group (within the meaning of Code Section 414(b) and (c)) maintains or ever has maintained or to Seller. Except as set forth in the Schedule 7.4.2which any of them contributes, there ever has contributed, or ever has been no amendment to, written interpretation or announcement (whether or not written) relating to, or change in employee participation or coverage under, any Employee Plan that would increase materially the expense of maintaining such Plan or Arrangement above the level of the expense incurred in respect of such Plan or Arrangement for the year ended December 31, 2005. Seller is not in breach of any term or provision of, or in default under, any Employee Plan and no event has occurred that, with the passage of time or the giving of notice, or both, would constitute such a breach or defaultrequired to contribute.