Common use of Employee Benefit Plans and Arrangements Clause in Contracts

Employee Benefit Plans and Arrangements. 4.13.1 Schedule 4.13 lists each Employee Benefit Plan that the Company maintains or to which the Company contributes. 4.13.2 Each such Employee Benefit Plan (and each related trust, insurance contract or fund) subject to ERISA complies in form and in operation in accordance with its terms and in all material respects with the applicable requirements of ERISA, the Code and other applicable laws. 4.13.3 All required reports and descriptions, including Form 5500 Annual Reports, Summary Annual Reports, PBGC-1s and Summary Plan Descriptions, have been filed or distributed appropriately with respect to each Employee Benefit Plan subject to Title I of ERISA. The requirements of Part 6 of Subtitle B of Title 1 of ERISA and of Code Section4980B have materially been met with respect to each such Employee Benefit Plan which is an Employee Welfare Benefit Plan. 4.13.4 All contributions, including all employer contributions and employee salary reduction contributions, which are due prior to the date of this Agreement have been paid to each such Employee Benefit Plan which is a Pension Plan and all contributions which are due for any period ending on or before the Closing Date will have been paid on or before the Closing Date to each such Pension Plan or will have been accrued in accordance with the past custom and practice of the Company. All premiums or other payments which are due for all periods ending on or before the Closing Date will have been paid on or before the Closing Date with respect to each such Employee Benefit Plan which is an Employee Welfare Benefit Plan. 4.13.5 Each such Employee Benefit Plan which is a Pension Plan covering employees in the United States which is intended to be a "qualified plan" under Code Section 401(a) substantially meets the requirements of Code Section 401(a) and has received a favorable determination letter from the Internal Revenue Service or has pending an application for a determination letter which was timely filed. 4.13.6 The market value of assets under each such Employee Benefit Plan which is a Pension Plan that is covered by Title IV of ERISA and subject to the minimum funding standards of Section 412 of the Code covering employees in the United States, other than any Multiemployer Plan, equals or exceeds the present value of all vested and non-vested liabilities thereunder determined in accordance with the methods of the U.S. Pension Benefit Guaranty Corporation factors and assumptions applicable to such a Pension Plan terminating on the date for determination. 4.13.7 The Company has delivered to Purchaser correct and complete copies of the plan documents (including amendments) and summary plan description, the most recent determination letter received from the Internal Revenue Service (for each Pension Plan), the most recent Form 5500 Annual Report, if applicable, and all related trust agreements, insurance contracts and other funding agreements or other documents which implement each Employee Benefit Plan. 4.13.8 The Company has the right to amend or terminate, without the consent of any other Person, any Employee Benefit Plan it maintains, except as proscribed by law. 4.13.9 With respect to each Employee Benefit Plan that the Company maintains or ever has maintained, within the seven years ending on the Closing Date, or to which any of them contributes, contributed within the seven years ending on the Closing Date, or ever has been required to contribute, within the seven years ending on the Closing Date: (i) No such Employee Benefit Plan is a Pension Plan that is subject to Title IV of ERISA. (ii) To the Company's and Controlling Shareholders' Knowledge, there have been no prohibited transactions (as defined in ERISA Section 406 and Code Section 4975) with respect to any such Employee Benefit Plan subject to Title I of ERISA. To the Knowledge of the Company or the Controlling Shareholders, no Fiduciary (as defined in ERISA Section 3(21)) has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any such Employee Benefit Plan. No action, suit, proceeding, hearing or investigation relating to any such Employee Benefit Plan (other than routine claims for benefits) is pending or, to the Company's and Controlling Shareholders' Knowledge, threatened. The Company has no Knowledge of any basis for any such action, suit, proceeding, hearing or investigation. 4.13.10 The Company has not, within the seven years ending on the Closing Date, contributed to, or been required to contribute to any Multiemployer Plan or has any liability, including withdrawal liability, under any Multiemployer Plan as defined in Section 4001(a)(3) of ERISA. 4.13.11 The Company is not required to contribute to any Employee Welfare Benefit Plan providing medical, health or life insurance or other welfare-type benefits for current or future retired or terminated employees, their spouses or their dependents, other than in accordance with Code Section 4980B. 4.13.12 The consummation of this Agreement and the performance of each of the respective obligations of the Company and Purchaser under this Agreement do not cause or trigger the obligation to make any severance payment or other payments to any officer, director or employee of the Company.

Employee Benefit Plans and Arrangements. 4.13.1 Schedule 4.13 lists each Employee Benefit Plan that the Company maintains or to which the Company contributes. 4.13.2 Each such Employee Benefit Plan (and each related trust, insurance contract or fund) subject to ERISA complies in form and in operation in accordance with its terms and in all material respects with the applicable requirements of ERISA, the Code and other applicable laws. 4.13.3 All required reports and descriptions, including Form 5500 Annual Reports, Summary Annual Reports, PBGC-1s and Summary Plan Descriptions, have been filed or distributed appropriately with respect to each Employee Benefit Plan subject to Title I of ERISA. The requirements of Part 6 of Subtitle B of Title 1 of ERISA and of Code Section4980B Section 4980B have materially been met with respect to each such Employee Benefit Plan which is an Employee Welfare Benefit Plan. 4.13.4 All contributions, including all employer contributions and employee salary reduction contributions, which are due prior to the date of this Agreement have been paid to each such Employee Benefit Plan which is a Pension Plan and all contributions which are due for any period ending on or before the Closing Date will have been paid on or before the Closing Date to each such Pension Plan or will have been accrued in accordance with the past custom and practice of the Company. All premiums or other payments which are due for all periods ending on or before the Closing Date will have been paid on or before the Closing Date with respect to each such Employee Benefit Plan which is an Employee Welfare Benefit Plan. 4.13.5 Each such Employee Benefit Plan which is a Pension Plan covering employees in the United States which is intended to be a "qualified plan" under Code Section 401(a) substantially meets the requirements of Code Section 401(a) and has received a favorable determination letter from the Internal Revenue Service or has pending an application for a determination letter which was timely filed. 4.13.6 The market value of assets under each such Employee Benefit Plan which is a Pension Plan that is covered by Title IV of ERISA and subject to the minimum funding standards of Section 412 of the Code covering employees in the United States, other than any Multiemployer Plan, equals or exceeds the present value of all vested and non-vested liabilities thereunder determined in accordance with the methods of the U.S. Pension Benefit Guaranty Corporation factors and assumptions applicable to such a Pension Plan terminating on the date for determination. 4.13.7 The Company has delivered to Purchaser correct and complete copies of the plan documents (including amendments) and summary plan description, the most recent determination letter received from the Internal Revenue Service (for each Pension Plan), the most recent Form 5500 Annual Report, if applicable, and all related trust agreements, insurance contracts and other funding agreements or other documents which implement each Employee Benefit Plan. 4.13.8 The Company has the right to amend or terminate, without the consent of any other Person, any Employee Benefit Plan it maintains, except as proscribed by law. 4.13.9 With respect to each Employee Benefit Plan that the Company maintains or ever has maintained, within the seven years ending on the Closing Date, or to which any of them contributes, contributed within the seven years ending on the Closing Date, or ever has been required to contribute, within the seven years ending on the Closing Date: (i) No such Employee Benefit Plan is a Pension Plan that is subject to Title IV of ERISA. (ii) To the Company's and Controlling Shareholders' Knowledge, there have been no prohibited transactions (as defined in ERISA Section 406 and Code Section 4975) with respect to any such Employee Benefit Plan subject to Title I of ERISA. To the Knowledge of the Company or the Controlling Shareholders, no Fiduciary (as defined in ERISA Section 3(21)) has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any such Employee Benefit Plan. No action, suit, proceeding, hearing or investigation relating to any such Employee Benefit Plan (other than routine claims for benefits) is pending or, to the Company's and Controlling Shareholders' Knowledge, threatened. The Company has no Knowledge of any basis for any such action, suit, proceeding, hearing or investigation. 4.13.10 The Company has not, within the seven years ending on the Closing Date, contributed to, or been required to contribute to any Multiemployer Plan or has any liability, including withdrawal liability, under any Multiemployer Plan as defined in Section 4001(a)(3) of ERISA. 4.13.11 The Company is not required to contribute to any Employee Welfare Benefit Plan providing medical, health or life insurance or other welfare-type benefits for current or future retired or terminated employees, their spouses or their dependents, other than in accordance with Code Section 4980B. 4.13.12 The consummation of this Agreement and the performance of each of the respective obligations of the Company and Purchaser under this Agreement do not cause or trigger the obligation to make any severance payment or other payments to any officer, director or employee of the Company.

Employee Benefit Plans and Arrangements. 4.13.1 (a) Schedule 4.13 3.14 lists each Employee Benefit Plan that the any Company maintains or to which any one of the Company Companies contributes. 4.13.2 Each (b) To the Knowledge of the Companies and the Shareholders, each such Employee Benefit Plan (and each related trust, insurance contract or fund) subject to ERISA complies in form and in operation in accordance with its terms and in all material respects with the applicable requirements of ERISA, the Code and other applicable laws. 4.13.3 (c) All required reports and descriptions, including Form 5500 Annual Reports, Summary Annual Reports, PBGC-1s and Summary Plan Descriptions, have been filed or distributed appropriately with respect to each Employee Benefit Plan subject to Title I of ERISA. The requirements of Part 6 of Subtitle B of Title 1 of ERISA and of Code Section4980B §4980B have materially been met with respect to each such Employee Benefit Plan which is an Employee Welfare Benefit Plan. 4.13.4 (d) All contributions, including all employer contributions and employee salary reduction contributions, which are due prior to the date of this Agreement have been paid to each such Employee Benefit Plan which is a Pension Plan and all contributions which are due for any period ending on or before the Closing Date will have been paid on or before the Closing Date to each such Pension Plan or will have been accrued in accordance with the past custom and practice of the CompanyCompanies. All premiums or other payments which are due for all periods ending on or before the Closing Date will have been paid on or before the Closing Date with respect to each such Employee Benefit Plan which is an Employee Welfare Benefit PlanPlan (to the extent that such payments are contributed on a payroll basis). 4.13.5 (e) Each such Employee Benefit Plan which is a Pension Plan covering employees in the United States which is intended to be a "“qualified plan" ” under Code Section §401(a) substantially meets the requirements of Code Section §401(a) and either (i) has received a current favorable determination letter from the Internal Revenue Service or Service, (ii) has pending an application for a determination letter which was timely filed, or (iii) has relied upon an IRS opinion letter for such plan obtained by the applicable plan sponsor, as applicable, and nothing has occurred with respect to the operation of such Employee Benefit Plans that will adversely affect the qualified status of such Employee Benefit Plans. 4.13.6 (f) The market value of assets under each such Employee Benefit Plan which is a Pension Plan that is covered by Title IV of ERISA and subject to the minimum funding standards of Section 412 of the Code covering employees in the United States, other than any Multiemployer Plan, equals or exceeds the present value of all vested and non-vested liabilities thereunder determined in accordance with the methods of the U.S. Pension Benefit Guaranty Corporation factors and assumptions applicable to such a Pension Plan terminating on the date for determination. 4.13.7 The (g) Each Company has delivered to Purchaser Buyer correct and complete copies of the plan documents (including amendments) and summary plan description, the most recent determination letter received from the Internal Revenue Service (for each Pension Plan), the most recent Form 5500 Annual Report, if applicable, and all related trust agreements, insurance contracts and other funding agreements or other documents which implement each Employee Benefit Plan. 4.13.8 The (h) Each Company has the right to amend or terminate, without the consent of any other Person, any Employee Benefit Plan it maintains, except as proscribed by lawLaw. 4.13.9 (i) With respect to each Employee Benefit Plan that the each Company maintains or ever has maintained, within the seven (7) years ending on the Closing Date, or to which any of them contributes, contributed within the seven (7) years ending on the Closing Date, or ever has been required to contribute, within the seven (7) years ending on the Closing Date: (i) No such Employee Benefit Plan is a Pension Plan that is subject to Title IV of ERISA. (ii) To the each Company's ’s and Controlling Shareholders' Shareholder’s Knowledge, there have been no prohibited transactions (as defined in ERISA Section §406 and Code Section §4975) with respect to any such Employee Benefit Plan subject to Title I of ERISA. To the Knowledge of the each Company or the Controlling Shareholdersand each Shareholder, no Fiduciary (as defined in ERISA Section §3(21)) has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any such Employee Benefit Plan. No action, suit, proceeding, hearing or investigation relating to any such Employee Benefit Plan (other than routine claims for benefits) is pending or, to the each Company's ’s and Controlling Shareholders' each Shareholder’s Knowledge, threatened. The Company has no To the Knowledge of any each Company and the Shareholders, there is no basis for any such action, suit, proceeding, hearing or investigation. 4.13.10 The (j) No Company has nothas, within the seven (7) years ending on the Closing Date, contributed to, or been required to contribute to to, any Multiemployer Plan or has any liabilityLiability, including withdrawal liability, under any Multiemployer Plan as defined in Section §4001(a)(3) of ERISA. 4.13.11 The (k) No Company is not required to contribute to any Employee Welfare Benefit Plan providing medical, health or life insurance or other welfare-type benefits for current or future retired or terminated employees, their spouses or their dependents, other than in accordance with Code Section §4980B. 4.13.12 (l) The consummation of this Agreement and the performance of each of the respective obligations of the each Company and Purchaser Buyer under this Agreement do not cause or trigger the obligation to make any severance payment or other payments to any officer, director or employee of any of the CompanyCompanies.

Employee Benefit Plans and Arrangements. 4.13.1 4.14.1 Schedule 4.13 4.14 lists each Employee Benefit Plan that the Company maintains or to which the Company contributes. 4.13.2 4.14.2 Each such Employee Benefit Plan (and each related trust, insurance contract or fund) subject to ERISA complies in form and in operation in accordance with its terms and in all material respects with the applicable requirements of ERISA, the Code and other applicable laws. 4.13.3 All 4.14.3 Except as described in Schedule 4.14 (i) all required reports and descriptions, including Form 5500 Annual Reports, Summary Annual Reports, PBGC-1s and Summary Plan Descriptions, have been filed or distributed appropriately with respect to each Employee Benefit Plan subject to Title I of ERISA. The ERISA and (ii) the requirements of Part 6 of Subtitle B of Title 1 of ERISA and of Code Section4980B §4980B have materially been met with respect to each such Employee Benefit Plan which that is an Employee Welfare Benefit Plan. 4.13.4 4.14.4 All contributions, including all employer contributions and employee salary reduction contributions, which contributions that are due prior to the date of this Agreement have been paid to each such Employee Benefit Plan which that is a Pension Plan Plan, and all contributions which that are due for any period ending on or before the Closing Date will have been paid on or before the Closing Date to each such Pension Plan or will have been accrued in accordance with the past custom and practice of the Company. All premiums or other payments which that are due for all periods ending on or before the Closing Date will have been paid on or before the Closing Date with respect to each such Employee Benefit Plan which that is an Employee Welfare Benefit Plan. 4.13.5 4.14.5 Each such Employee Benefit Plan which that is a Pension Plan covering employees in the United States which and that is intended to be a "“qualified plan" ” under Code Section §401(a) ), substantially meets the requirements of Code Section §401(a) and has received a favorable determination letter from the Internal Revenue Service or has pending an application for a determination letter which was timely filedfiled or may rely on an Opinion Letter from the Internal Revenue Service to the sponsor of a prototype plan or volume submitter plan. 4.13.6 The market value of assets under each such Employee Benefit Plan which is a Pension Plan that is covered by Title IV of ERISA and subject to the minimum funding standards of Section 412 of the Code covering employees in the United States, other than any Multiemployer Plan, equals or exceeds the present value of all vested and non-vested liabilities thereunder determined in accordance with the methods of the U.S. Pension Benefit Guaranty Corporation factors and assumptions applicable to such a Pension Plan terminating on the date for determination.4.14.6 [Intentionally Omitted] 4.13.7 4.14.7 The Company has delivered to Purchaser correct and complete copies of the plan documents (including amendments) and summary plan description, the most recent determination letter received from the Internal Revenue Service (for each Pension PlanPlan or opinion letter from the Internal Revenue Service, as applicable), the most recent Form 5500 Annual Report, if applicable, and all related trust agreements, insurance contracts and other funding agreements or other documents which implement each Employee Benefit Plan. 4.13.8 4.14.8 The Company has the right to amend or terminate, without the consent of any other Person, any Employee Benefit Plan it maintains, except as proscribed by law. 4.13.9 4.14.9 With respect to each Employee Benefit Plan that to which the Company maintains contributes or ever has maintainedcontributed, within the seven years ending on the Closing Date, or to which any of them contributes, contributed within the seven years ending on the Closing Date, or ever has been required to contribute, within the seven years ending on the Closing Date: (i) No such Employee Benefit Plan is a Pension Plan that is subject to Title IV of ERISA. (ii) To the Company's and Controlling Shareholders' KnowledgeKnowledge of the Sellers, there have been no prohibited transactions (as defined in ERISA Section §406 and Code Section §4975) with respect to any such Employee Benefit Plan subject to Title I of ERISA. To the Knowledge of the Company or the Controlling ShareholdersSellers, no Fiduciary (as defined in ERISA Section §3(21)) has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any such Employee Benefit Plan. No action, suit, proceeding, hearing or investigation relating to any such Employee Benefit Plan (other than routine claims for benefits) is pending or, to the Company's and Controlling Shareholders' KnowledgeKnowledge of the Sellers, threatened. The Company has no To the Knowledge of any the Sellers, there is basis for any such action, suit, proceeding, hearing or investigation. 4.13.10 4.14.10 The Company has not, within the seven years ending on the Closing Date, not contributed to, or or, to the Knowledge of the Sellers, been required to contribute to any Multiemployer Plan or has any liability, including withdrawal liability, under any Multiemployer Plan as defined in Section §4001(a)(3) of ERISA. 4.13.11 The 4.14.11 To the Knowledge of the Sellers, the Company is not required to contribute to any Employee Welfare Benefit Plan providing medical, health or life insurance or other welfare-type benefits for current or future retired or terminated employees, their spouses or their dependents, other than in accordance with Code Section §4980B. 4.13.12 4.14.12 The consummation of this Agreement and the performance of each of the respective obligations of the Company and Purchaser under this Agreement do not cause or trigger the obligation to make any severance payment or other payments to any officer, director or employee of the Company.