Common use of Employee Benefit Plans and Contracts Clause in Contracts

Employee Benefit Plans and Contracts. (a) Schedule 3.19 contains a complete list of all AFC Benefit Plans. AFC and AB have delivered to CFC (i) accurate and complete copies of all AFC Benefit Plan documents and all other material documents relating thereto, including all summary plan descriptions, summary annual reports and insurance contracts, (ii) accurate and complete detailed summaries of all unwritten AFC Benefit Plans, (iii) accurate and complete copies of the most recent financial statements and actuarial reports with respect to all AFC Benefit Plans for which financial statements or actuarial reports are required or have been prepared, (iv) accurate and complete copies of all annual reports for all AFC Benefit Plans (for which annual reports are required) prepared within the last two years, and (v) accurate and complete copies of determination letters from the IRS for any AFC Benefit Plan maintained or intended to be maintained under Section 401(a) of the Code. Any AFC Benefit Plan providing benefits that are funded through a policy of insurance is indicated by the word "insured" placed by the listing of the AFC Benefit Plan on Schedule 3.19. (b) All AFC Benefit Plans conform in all material respects to, and are being administered and operated in material compliance with, all applicable requirements of ERISA and the Code. All returns, reports and disclosure statements required to be filed or delivered under ERISA and the Code with respect to all AFC Benefit Plans have been filed or delivered. There have not been any "prohibited transactions," as such term is defined in Section 4975 of the Code or Section 406 of ERISA, involving any of the AFC Benefit Plans that could subject AFC to any material penalty or tax imposed under the Code or ERISA. (c) Except as set forth in Schedule 3.19, any AFC Benefit Plan that is intended to be qualified under Section 401(a) of the Code and exempt from tax under Section 501(a) of the Code has been determined by the IRS to be so qualified, and such determination is current, remains in effect and has not been revoked. To the best knowledge of AFC and AB, nothing has occurred since the date of any such determination that is reasonably likely to affect adversely such qualification or exemption, or result in the imposition of excise taxes or income taxes on unrelated business income under the Code or ERISA with respect to any AFC Benefit Plan. (d) AFC and AB have adequately reserved for all liabilities accrued prior to the Effective Time under AFC's and AB nonqualified retirement or deferred compensation plans. (e) Except as set forth in Schedule 3.19, neither AFC nor AB has any current or contingent obligation to contribute to any multiemployer plan (as defined in Section 3(37) of ERISA). Neither AFC nor AB has any liability with respect to any employee benefit plan (as defined in Section 3(3) of ERISA) other than with respect to the AFC Benefit Plans. (f) There are no pending or threatened claims by or on behalf of any AFC Benefit Plans, or by or on behalf of any individual participants or beneficiaries of any AFC Benefit Plans, alleging any breach of fiduciary duty on the part of AFC or AB or any of such party's officers, directors or employees under ERISA, the Code or any applicable regulations, or claiming benefit payments other than those made in the ordinary operation of such plans. The AFC Benefit Plans are not the subject of any investigation, audit or action by the IRS, the Department of Labor or the PBGC. AFC and AB have made all required contributions under the AFC Benefit Plans, including the payment of any premiums payable to the PBGC and other insurance premiums. There is no underfunding liability for any AFC Benefit Plan that is subject to the funding requirements of Section 412 of the Code. (g) Neither AFC nor AB maintains any defined benefit plan, and neither has incurred, or has any reason to expect that it will incur, any liability to the PBGC or otherwise under Title IV or ERISA (including early withdrawal liability) or under the Code with respect to any such plan. No AFC Benefit Plan has been subject to a reportable event for which notice would be required to be filed with the PBGC, and no proceeding by the PBGC to terminate any AFC Benefit Plan has been instituted or threatened. (h) With respect to any AFC Benefit Plan that is an employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) (in this subsection, a "Welfare Plan"), (i) each such Welfare Plan for which contributions are claimed as deductions under any provision of the Code is in material compliance with all applicable requirements pertaining to such deduction, (ii) with respect to any welfare benefit fund (within the meaning of Section 419 of the Code) related to such a Welfare Plan, there is no disqualified benefit (within the meaning of Section 4976(b) of the Code) that would result in the imposition of a tax under Section 4976(a) of the Code, (iii) any AFC Benefit Plan that is a group health plan (within the meaning of Section 4980B(g)(2) of the Code) complies, and in each and every case has complied, with all of the material requirements of Section 4980B of the Code, ERISA, Title XXII of the Public Health Service Act and the applicable provisions of the Social Security Act, (iv) such Welfare Plan may be amended or terminated at any time on or after the Closing Date, and (v) there are no benefits to be provided to retirees under a group health plan that are subject to disclosure under Financial Accounting Board Standard 106. (i) Except as set forth on Schedule 3.19, as of the Closing Date, there will be no contract, agreement, plan or arrangement covering any person that provides for the payment of an amount that would not be deductible to CFC by reason of Section 280G or any other provision of the Code.

Employee Benefit Plans and Contracts. (a) Schedule 3.19 4.14 contains a complete list of all AFC CFC Benefit Plans. CFC and CFB have made available to AFC and AB have delivered to CFC (i) accurate and complete copies of all AFC CFC Benefit Plan documents and all other material documents relating thereto, including all summary plan descriptions, summary annual reports and insurance contracts, (ii) accurate and complete detailed summaries of all unwritten AFC CFC Benefit Plans, (iii) accurate and complete copies of the most recent financial statements and actuarial reports with respect to all AFC CFC Benefit Plans for which financial statements or actuarial reports are required or have been prepared, (iv) accurate and complete copies of all annual reports for all AFC CFC Benefit Plans (for which annual reports are required) prepared within the last two years, and (v) accurate and complete copies of determination letters from the IRS for any AFC CFC Benefit Plan maintained or intended to be maintained under Section 401(a) of the Code. Any AFC CFC Benefit Plan providing benefits that are funded through a policy of insurance is indicated by the word "insured" placed by the listing of the AFC CFC Benefit Plan on Schedule 3.194.14. (b) All AFC Except as set forth in Schedule 4.14, all CFC Benefit Plans conform in all material respects to, and are being administered and operated in material compliance with, all applicable requirements of ERISA and the Code. All returns, reports and disclosure statements required to be filed or delivered under ERISA and the Code with respect to all AFC CFC Benefit Plans have been filed or delivered. There have not been any "prohibited transactions," as such term is defined in Section 4975 of the Code or Section 406 of ERISA, involving any of the AFC CFC Benefit Plans that could subject AFC CFC to any material penalty or tax imposed under the Code or ERISA. (c) Except as set forth in Schedule 3.194.14, any AFC CFC Benefit Plan that is intended to be qualified under Section 401(a) of the Code and exempt from tax under Section 501(a) of the Code has been determined by the IRS to be so qualified, and such determination is current, remains in effect and has not been revoked. To the best knowledge of AFC CFC and ABCFB, nothing has occurred since the date of any such determination that is reasonably likely to affect adversely such qualification or exemption, or result in the imposition of excise taxes or income taxes on unrelated business income under the Code or ERISA with respect to any AFC CFC Benefit Plan. (d) AFC CFC and AB CFB have adequately reserved for all liabilities accrued prior to the Effective Time under AFCCFC's and AB CFB nonqualified retirement or deferred compensation plans. (e) Except as set forth in Schedule 3.194.14, neither AFC CFC nor AB CFB has any current or contingent obligation to contribute to any multiemployer plan (as defined in Section 3(37) of ERISA). Neither AFC CFC nor AB CFB has any liability with respect to any employee benefit plan (as defined in Section 3(3) of ERISA) other than with respect to the AFC CFC Benefit Plans. (f) There are no pending or threatened claims by or on behalf of any AFC CFC Benefit Plans, or by or on behalf of any individual participants or beneficiaries of any AFC CFC Benefit Plans, alleging any breach of fiduciary duty on the part of AFC CFC or AB CFB or any of such party's officers, directors or employees under ERISA, the Code or any applicable regulations, or claiming benefit payments other than those made in the ordinary operation of such plans. The AFC CFC Benefit Plans are not the subject of any investigation, audit or action by the IRS, the Department of Labor or the PBGC. AFC CFC and AB CFB have made all required contributions under the AFC CFC Benefit Plans, including the payment of any premiums payable to the PBGC and other insurance premiums. There is no underfunding liability for any AFC CFC Benefit Plan that is subject to the funding requirements of Section 412 312 of the Code. (g) Neither AFC CFC nor AB CFB maintains any defined benefit plan, and neither has incurred, or has any reason to expect that it will incur, any liability to the PBGC or otherwise under Title IV or ERISA (including early withdrawal liability) or under the Code with respect to any such plan. No AFC CFC Benefit Plan has been subject to a reportable event for which notice would be required to be filed with the PBGC, and no proceeding by the PBGC to terminate any AFC CFC Benefit Plan has been instituted or threatened. (h) With respect to any AFC CFC Benefit Plan that is an employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) (in this subsection, a "Welfare Plan"), (i) each such Welfare Plan for which contributions are claimed as deductions under any provision of the Code is in material compliance with all applicable requirements pertaining to such deduction, (ii) with respect to any welfare benefit fund (within the meaning of Section 419 of the Code) related to such a Welfare Plan, there is no disqualified benefit (within the meaning of Section 4976(b) of the Code) that would result in the imposition of a tax under Section 4976(a) of the Code, (iii) any AFC CFC Benefit Plan that is a group health plan (within the meaning of Section 4980B(g)(2) of the Code) complies, and in each and every case has complied, with all of the material requirements of Section 4980B of the Code, ERISA, Title XXII of the Public Health Service Act and the applicable provisions of the Social Security Act, (iv) such Welfare Plan may be amended or terminated at any time on or after the Closing Date, and (v) there are no benefits to be provided to retirees under a group health plan that are subject to disclosure under Financial Accounting Board Standard 106. (i) Except as set forth on Schedule 3.19, as of the Closing Date, there will be no contract, agreement, plan or arrangement covering any person that provides for the payment of an amount that would not be deductible to CFC by reason of Section 280G or any other provision of the Code.

Employee Benefit Plans and Contracts. (a) Schedule SCHEDULE 3.19 contains a complete list of all AFC Inflatables Benefit Plans. AFC and AB have Inflatables has delivered to CFC the ASDG Shareholders (i) accurate and complete copies of all AFC Inflatables Benefit Plan documents and all other material documents relating thereto, including all summary plan descriptions, summary annual reports and insurance contracts, (ii) accurate and complete detailed summaries of all unwritten AFC Inflatables Benefit Plans, (iii) accurate and complete copies of the most recent financial statements and actuarial reports with respect to all AFC Inflatables Benefit Plans for which financial statements or actuarial reports are required or have been prepared, (iv) accurate and complete copies of all annual reports for all AFC Inflatables Benefit Plans (for which annual reports are required) prepared within the last two years, and (v) accurate and complete copies of determination letters from the IRS for any AFC Inflatables Benefit Plan maintained or intended to be maintained under Section 401(a) of the Code. Any AFC Inflatables Benefit Plan providing benefits that are funded through a policy of insurance is indicated by the word "insured" placed by the listing of the AFC Inflatables Benefit Plan on Schedule SCHEDULE 3.19. (b) All AFC Inflatables Benefit Plans conform in all material respects to, and are being administered and operated in material compliance with, all applicable requirements of ERISA and the Code. All returns, reports and disclosure statements required to be filed or delivered under ERISA and the Code with respect to all AFC Inflatables Benefit Plans have been filed or delivered. There have not been any "prohibited transactions," as such term is defined in Section 4975 of the Code or Section 406 of ERISA, involving any of the AFC Inflatables Benefit Plans that could subject AFC Inflatables to any material penalty or tax imposed under the Code or ERISA. (c) Except as set forth in Schedule on SCHEDULE 3.19, any AFC Inflatables Benefit Plan that is intended to be qualified under Section 401(a) of the Code and exempt from tax under Section 501(a) of the Code has been determined by the IRS to be so qualified, and such determination is current, remains in effect and has not been revoked. To the best knowledge of AFC and AB, nothing Nothing has occurred since the date of any such determination that is reasonably likely to affect adversely such qualification or exemption, or result in the imposition of excise taxes or income taxes on unrelated business income under the Code or ERISA with respect to any AFC Inflatables Benefit Plan. (d) AFC and AB have Inflatables adequately reserved for all liabilities accrued prior to the Effective Time under AFC's and AB Inflatables' nonqualified retirement or deferred compensation plans. (e) Except as set forth in Schedule on SCHEDULE 3.19, neither AFC nor AB Inflatables has any no current or contingent obligation to contribute to any multiemployer multi-employer plan (as defined in Section 3(37) of ERISA). Neither AFC nor AB Inflatables has any no liability with respect to any employee benefit plan (as defined in Section 3(3) of ERISA) other than with respect to the AFC Inflatables Benefit Plans. (f) There are no pending or threatened claims by or on behalf of any AFC Inflatables Benefit PlansPlan, or by or on behalf of any individual participants or beneficiaries of any AFC Inflatables Benefit PlansPlan, alleging any breach of fiduciary duty on the part of AFC or AB Inflatables or any of such party's its officers, directors or employees under ERISA, the Code or any applicable regulations, or claiming benefit payments other than those made in the ordinary operation of such plans. The AFC Inflatables Benefit Plans are not the subject of any investigation, audit or action by the IRS, the Department of Labor or the PBGC. AFC and AB have Inflatables has made all required contributions under the AFC Inflatables Benefit Plans, including the payment of any premiums payable to the PBGC and other insurance premiums. There is no underfunding liability for any AFC Inflatables Benefit Plan that is subject to the funding requirements of Section 412 of the Code. (g) Neither AFC nor AB maintains Inflatables does not maintain any defined benefit plan, and neither has incurred, or nor has any reason to expect that it will incur, any liability to the PBGC or otherwise under Title IV or ERISA (including early withdrawal liability) or under the Code with respect to any such plan. No AFC Inflatables Benefit Plan has been subject to a reportable event for which notice would be required to be filed with the PBGC, and no proceeding by the PBGC to terminate any AFC Inflatables Benefit Plan has been instituted or threatened. (h) With respect to any AFC Inflatables Benefit Plan that is an employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) (in this subsection, a "Welfare Plan"), (i) each such Welfare Plan for which contributions are claimed as deductions under any provision of the Code is in material compliance with all applicable requirements pertaining to such deduction, (ii) with respect to any welfare benefit fund (within the meaning of Section 419 of the Code) related to such a Welfare Plan, there is no disqualified benefit (within the meaning of Section 4976(b) of the Code) that would result in the imposition of a tax under Section 4976(a) of the Code, (iii) any AFC Inflatables Benefit Plan that is a group health plan (within the meaning of Section 4980B(g)(2) of the Code) complies, and in each and every case has complied, with all of the material requirements of Section 4980B of the Code, ERISA, Title XXII of the Public Health Service Act and the applicable provisions of the Social Security Act, (iv) such Welfare Plan may be amended or terminated at any time on or after the Closing Date, and (v) there are no benefits to be provided to retirees under a group health plan that are subject to disclosure under Financial Accounting Standards Board Standard No. 106. (i) Except as set forth on Schedule SCHEDULE 3.19, as of the Closing Date, there will be no contract, agreement, plan or arrangement covering any person that provides for the payment of an amount that would not be deductible to CFC Inflatables by reason of Section 280G or any other provision of the Code.

Employee Benefit Plans and Contracts. (a) Schedule 3.19 contains a complete list of all AFC FSFC Benefit Plans. AFC FSFC and AB FFA have delivered to CFC (i) accurate and complete copies of all AFC FSFC Benefit Plan documents and all other material documents relating thereto, including all summary plan descriptions, summary annual reports and insurance contracts, (ii) accurate and complete detailed summaries of all unwritten AFC FSFC Benefit Plans, (iii) accurate and complete copies of the most recent financial statements and actuarial reports with respect to all AFC FSFC Benefit Plans for which financial statements or actuarial reports are required or have been prepared, (iv) accurate and complete copies of all annual reports for all AFC FSFC Benefit Plans (for which annual reports are required) prepared within the last two years, and (v) accurate and complete copies of determination letters from the IRS for any AFC FSFC Benefit Plan maintained or intended to be maintained under Section 401(a) of the Code. Any AFC FSFC Benefit Plan providing benefits that are funded through a policy of insurance is indicated by the word "insured" placed by the listing of the AFC FSFC Benefit Plan on Schedule 3.19. (b) All AFC FSFC Benefit Plans conform in all material respects to, and are being administered and operated in material compliance with, all applicable requirements of ERISA and the Code. All returns, reports and disclosure statements required to be filed or delivered under ERISA and the Code with respect to all AFC FSFC Benefit Plans have been filed or delivered. There have not been any "prohibited transactions," as such term is defined in Section 4975 of the Code or Section 406 of ERISA, involving any of the AFC FSFC Benefit Plans that could subject AFC FSFC to any material penalty or tax imposed under the Code or ERISA. (c) Except as set forth in Schedule 3.19, any AFC FSFC Benefit Plan that is intended to be qualified under Section 401(a) of the Code and exempt from tax under Section 501(a) of the Code has been determined by the IRS to be so qualified, and such determination is current, remains in effect and has not been revoked. To the best knowledge of AFC FSFC and ABFFA, nothing has occurred since the date of any such determination that is reasonably likely to affect adversely such qualification or exemption, or result in the imposition of excise taxes or income taxes on unrelated business income under the Code or ERISA with respect to any AFC FSFC Benefit Plan. (d) AFC FSFC and AB FFA have adequately reserved for all liabilities accrued prior to the Effective Time under AFCFSFC's and AB FFA nonqualified retirement or deferred compensation plans. (e) Except as set forth in Schedule 3.19, neither AFC FSFC nor AB FFA has any current or contingent obligation to contribute to any multiemployer plan (as defined in Section 3(37) of ERISA). Neither AFC FSFC nor AB FFA has any liability with respect to any employee benefit plan (as defined in Section 3(3) of ERISA) other than with respect to the AFC FSFC Benefit Plans. (f) There are no pending or threatened claims by or on behalf of any AFC FSFC Benefit Plans, or by or on behalf of any individual participants or beneficiaries of any AFC FSFC Benefit Plans, alleging any breach of fiduciary duty on the part of AFC FSFC or AB FFA or any of such party's officers, directors or employees under ERISA, the Code or any applicable regulations, or claiming benefit payments other than those made in the ordinary operation of such plans. The AFC FSFC Benefit Plans are not the subject of any investigation, audit or action by the IRS, the Department of Labor or the PBGC. AFC FSFC and AB FFA have made all required contributions under the AFC FSFC Benefit Plans, including the payment of any premiums payable to the PBGC and other insurance premiums. There is no underfunding liability for any AFC FSFC Benefit Plan that is subject to the funding requirements of Section 412 of the Code. (g) Neither AFC FSFC nor AB FFA maintains any defined benefit plan, and neither has incurred, or has any reason to expect that it will incur, any liability to the PBGC or otherwise under Title IV or ERISA (including early withdrawal liability) or under the Code with respect to any such plan. No AFC FSFC Benefit Plan has been subject to a reportable event for which notice would be required to be filed with the PBGC, and no proceeding by the PBGC to terminate any AFC FSFC Benefit Plan has been instituted or threatened. (h) With respect to any AFC FSFC Benefit Plan that is an employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) (in this subsection, a "Welfare Plan"), (i) each such Welfare Plan for which contributions are claimed as deductions under any provision of the Code is in material compliance with all applicable requirements pertaining to such deduction, (ii) with respect to any welfare benefit fund (within the meaning of Section 419 of the Code) related to such a Welfare Plan, there is no disqualified benefit (within the meaning of Section 4976(b) of the Code) that would result in the imposition of a tax under Section 4976(a) of the Code, (iii) any AFC FSFC Benefit Plan that is a group health plan (within the meaning of Section 4980B(g)(2) of the Code) complies, and in each and every case has complied, with all of the material requirements of Section 4980B of the Code, ERISA, Title XXII of the Public Health Service Act and the applicable provisions of the Social Security Act, (iv) such Welfare Plan may be amended or terminated at any time on or after the Closing Date, and (v) there are no benefits to be provided to retirees under a group health plan that are subject to disclosure under Financial Accounting Board Standard 106. . (i) Except as set forth on Schedule 3.19, as of the Closing Date, there will be no contract, agreement, plan or arrangement covering any person that provides for the payment of an amount that would not be deductible to CFC by reason of Section 280G or any other provision of the Code.

Employee Benefit Plans and Contracts. (a) Schedule 3.19 4.16 contains a complete list of all AFC NPSC Benefit Plans. AFC and AB have NPSC has delivered to CFC American (i) accurate and complete copies of all AFC NPSC Benefit Plan documents and all other material documents relating thereto, including all summary plan descriptions, summary annual reports and insurance contracts, (ii) accurate and complete detailed summaries of all unwritten AFC NPSC Benefit Plans, (iii) accurate and complete copies of the most recent financial statements and actuarial reports with respect to all AFC NPSC Benefit Plans for which financial statements or actuarial reports are required or have been prepared, (iv) accurate and complete copies of all annual reports for all AFC NPSC Benefit Plans (for which annual reports are required) prepared within the last two years, and (v) accurate and complete copies of determination letters from the IRS for any AFC NPSC Benefit Plan maintained or intended to be maintained under Section 401(a) of the Code. Any AFC NPSC Benefit Plan providing benefits that are funded through a policy of insurance is indicated by the word "insured" placed by the listing of the AFC NPSC Benefit Plan on Schedule 3.194.16. (b) All AFC NPSC Benefit Plans conform in all material respects to, and are being administered and operated in material compliance with, all applicable requirements of ERISA and the Code. All returns, reports and disclosure statements required to be filed or delivered under ERISA and the Code with respect to all AFC NPSC Benefit Plans have been filed or delivered. There have not been any "prohibited transactions," as such term is defined in Section 4975 of the Code or Section 406 of ERISA, involving any of the AFC NPSC Benefit Plans that could subject AFC NPSC to any material penalty or tax imposed under the Code or ERISA. (c) Except as set forth in on Schedule 3.194.16, any AFC NPSC Benefit Plan that is intended to be qualified under Section 401(a) of the Code and exempt from tax under Section 501(a) of the Code has been determined by the IRS to be so qualified, and such determination is current, remains in effect and has not been revoked. To the best knowledge of AFC and AB, nothing Nothing has occurred since the date of any such determination that is reasonably likely to affect adversely such qualification or exemption, or result in the imposition of excise taxes or income taxes on unrelated business income under the Code or ERISA with respect to any AFC NPSC Benefit Plan. (d) AFC and AB have NPSC adequately reserved for all liabilities accrued prior to the Effective Time under AFC's and AB NPSC' nonqualified retirement or deferred compensation plans. (e) Except as set forth in on Schedule 3.194.16, neither AFC nor AB NPSC has any no current or contingent obligation to contribute to any multiemployer plan (as defined in Section 3(37) of ERISA). Neither AFC nor AB NPSC has any no liability with respect to any employee benefit plan (as defined in Section 3(3) of ERISA) other than with respect to the AFC NPSC Benefit Plans. (f) There are no pending or threatened claims by or on behalf of any AFC NPSC Benefit PlansPlan, or by or on behalf of any individual participants or beneficiaries of any AFC NPSC Benefit PlansPlan, alleging any breach of fiduciary duty on the part of AFC or AB NPSC or any of such party's its officers, directors or employees under ERISA, the Code or any applicable regulations, or claiming benefit payments other than those made in the ordinary operation of such plans. The AFC NPSC Benefit Plans are not the subject of any investigation, audit or action by the IRS, the Department of Labor or the PBGC. AFC and AB have NPSC has made all required contributions under the AFC NPSC Benefit Plans, including the payment of any premiums payable to the PBGC and other insurance premiums. There is no underfunding liability for any AFC NPSC Benefit Plan that is subject to the funding requirements of Section 412 of the Code. (g) Neither AFC nor AB maintains NPSC does not maintain any defined benefit plan, and neither has incurred, or nor has any reason to expect that it will incur, any liability to the PBGC or otherwise under Title IV 4 or ERISA (including early withdrawal liability) or under the Code with respect to any such plan. No AFC NPSC Benefit Plan has been subject to a reportable event for which notice would be required to be filed with the PBGC, and no proceeding by the PBGC to terminate any AFC NPSC Benefit Plan has been instituted or threatened. (h) With respect to any AFC NPSC Benefit Plan that is an employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) (in this subsection, a "Welfare Plan"), (i) each such Welfare Plan for which contributions are claimed as deductions under any provision of the Code is in material compliance with all applicable requirements pertaining to such deduction, (ii) with respect to any welfare benefit fund (within the meaning of Section 419 of the Code) related to such a Welfare Plan, there is no disqualified benefit (within the meaning of Section 4976(b) of the Code) that would result in the imposition of a tax under Section 4976(a) of the Code, (iii) any AFC NPSC Benefit Plan that is a group health plan (within the meaning of Section 4980B(g)(2) of the Code) complies, and in each and every case has complied, with all of the material requirements of Section 4980B of the Code, ERISA, Title XXII of the Public Health Service Act and the applicable provisions of the Social Security Act, (iv) such Welfare Plan may be amended or terminated at any time on or after the Closing Date, and (v) there are no benefits to be provided to retirees under a group health plan that are subject to disclosure under Financial Accounting Standards Board Standard No. 106. (i) Except as set forth on Schedule 3.194.16, as of the Closing Date, there will be no contract, agreement, plan or arrangement covering any person that provides for the payment of an amount that would not be deductible to CFC American by reason of Section 280G or any other provision of the Code.

Employee Benefit Plans and Contracts. (a) Schedule 3.19 contains a complete list of all AFC American Benefit Plans. AFC and AB have American has delivered to CFC NPSC (i) accurate and complete copies of all AFC American Benefit Plan documents and all other material documents relating thereto, including all summary plan descriptions, summary annual reports and insurance contracts, (ii) accurate and complete detailed summaries of all unwritten AFC American Benefit Plans, (iii) accurate and complete copies of the most recent financial statements and actuarial reports with respect to all AFC American Benefit Plans for which financial statements or actuarial reports are required or have been prepared, (iv) accurate and complete copies of all annual reports for all AFC American Benefit Plans (for which annual reports are required) prepared within the last two years, and (v) accurate and complete copies of determination letters from the IRS for any AFC American Benefit Plan maintained or intended to be maintained under Section 401(a) of the Code. Any AFC American Benefit Plan providing benefits that are funded through a policy of insurance is indicated by the word "insured" placed by the listing of the AFC American Benefit Plan on Schedule 3.19. (b) All AFC American Benefit Plans conform in all material respects to, and are being administered and operated in material compliance with, all applicable requirements of ERISA and the Code. All returns, reports and disclosure statements required to be filed or delivered under ERISA and the Code with respect to all AFC American Benefit Plans have been filed or delivered. There have not been any "prohibited transactions," as such term is defined in Section 4975 of the Code or Section 406 of ERISA, involving any of the AFC American Benefit Plans that could subject AFC American to any material penalty or tax imposed under the Code or ERISA. (c) Except as set forth in on Schedule 3.19, any AFC American Benefit Plan that is intended to be qualified under Section 401(a) of the Code and exempt from tax under Section 501(a) of the Code has been determined by the IRS to be so qualified, and such determination is current, remains in effect and has not been revoked. To the best knowledge of AFC and AB, nothing Nothing has occurred since the date of any such determination that is reasonably likely to affect adversely such qualification or exemption, or result in the imposition of excise taxes or income taxes on unrelated business income under the Code or ERISA with respect to any AFC American Benefit Plan. (d) AFC and AB have American adequately reserved for all liabilities accrued prior to the Effective Time under AFC's and AB American' nonqualified retirement or deferred compensation plans. (e) Except as set forth in on Schedule 3.19, neither AFC nor AB American has any no current or contingent obligation to contribute to any multiemployer plan (as defined in Section 3(37) of ERISA). Neither AFC nor AB American has any no liability with respect to any employee benefit plan (as defined in Section 3(3) of ERISA) other than with respect to the AFC American Benefit Plans. (f) There are no pending or threatened claims by or on behalf of any AFC American Benefit PlansPlan, or by or on behalf of any individual participants or beneficiaries of any AFC American Benefit PlansPlan, alleging any breach of fiduciary duty on the part of AFC or AB American or any of such party's its officers, directors or employees under ERISA, the Code or any applicable regulations, or claiming benefit payments other than those made in the ordinary operation of such plans. The AFC American Benefit Plans are not the subject of any investigation, audit or action by the IRS, the Department of Labor or the PBGC. AFC and AB have American has made all required contributions under the AFC American Benefit Plans, including the payment of any premiums payable to the PBGC and other insurance premiums. There is no underfunding liability for any AFC American Benefit Plan that is subject to the funding requirements of Section 412 of the Code. (g) Neither AFC nor AB maintains American does not maintain any defined benefit plan, and neither has incurred, or nor has any reason to expect that it will incur, any liability to the PBGC or otherwise under Title IV or ERISA (including early withdrawal liability) or under the Code with respect to any such plan. No AFC American Benefit Plan has been subject to a reportable event for which notice would be required to be filed with the PBGC, and no proceeding by the PBGC to terminate any AFC American Benefit Plan has been instituted or threatened. (h) With respect to any AFC American Benefit Plan that is an employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) (in this subsection, a "Welfare Plan"), (i) each such Welfare Plan for which contributions are claimed as deductions under any provision of the Code is in material compliance with all applicable requirements pertaining to such deduction, (ii) with respect to any welfare benefit fund (within the meaning of Section 419 of the Code) related to such a Welfare Plan, there is no disqualified benefit (within the meaning of Section 4976(b) of the Code) that would result in the imposition of a tax under Section 4976(a) of the Code, (iii) any AFC American Benefit Plan that is a group health plan (within the meaning of Section 4980B(g)(2) of the Code) complies, and in each and every case has complied, with all of the material requirements of Section 4980B of the Code, ERISA, Title XXII of the Public Health Service Act and the applicable provisions of the Social Security Act, (iv) such Welfare Plan may be amended or terminated at any time on or after the Closing Date, and (v) there are no benefits to be provided to retirees under a group health plan that are subject to disclosure under Financial Accounting Standards Board Standard No. 106. (i) Except as set forth on Schedule 3.19, as of the Closing Date, there will be no contract, agreement, plan or arrangement covering any person that provides for the payment of an amount that would not be deductible to CFC NPSC by reason of Section 280G or any other provision of the Code.

Employee Benefit Plans and Contracts. (a) Schedule 3.19 contains a complete list of all AFC Citrus Benefit Plans. AFC and AB have Citrus has delivered to CFC (i) accurate and complete copies of all AFC Citrus Benefit Plan documents and all other material documents relating thereto, including all summary plan descriptions, summary annual reports and insurance contracts, (ii) accurate and complete detailed summaries of all unwritten AFC Citrus Benefit Plans, (iii) accurate and complete copies of the most recent financial statements and actuarial reports with respect to all AFC Citrus Benefit Plans for which financial statements or actuarial reports are required or have been prepared, (iv) accurate and complete copies of all annual reports for all AFC Citrus Benefit Plans (for which annual reports are required) prepared within the last two years, and (v) accurate and complete copies of determination letters from the IRS for any AFC Citrus Benefit Plan maintained or intended to be maintained under Section 401(a) of the Code. Any AFC Citrus Benefit Plan providing benefits that are funded through a policy of insurance is indicated by the word "insured" placed by the listing of the AFC Citrus Benefit Plan on Schedule 3.19. (b) All AFC Citrus Benefit Plans conform in all material respects to, and are being administered and operated in material compliance with, all applicable requirements of ERISA and the Code. All returns, reports and disclosure statements required to be filed or delivered under ERISA and the Code with respect to all AFC Citrus Benefit Plans have been filed or delivered. There have not been any "prohibited transactions," as such term is defined in Section 4975 of the Code or Section 406 of ERISA, involving any of the AFC Citrus Benefit Plans that could subject AFC Citrus to any material penalty or tax imposed under the Code or ERISA. (c) Except as set forth in on Schedule 3.19, any AFC Citrus Benefit Plan that is intended to be qualified under Section 401(a) of the Code and exempt from tax under Section 501(a) of the Code has been determined by the IRS to be so qualified, and such determination is current, remains in effect and has not been revoked. To the best knowledge of AFC and AB, nothing Nothing has occurred since the date of any such determination that is reasonably likely to affect adversely such qualification or exemption, or result in the imposition of excise taxes or income taxes on unrelated business income under the Code or ERISA with respect to any AFC Citrus Benefit Plan. (d) AFC and AB have Citrus adequately reserved for all liabilities accrued prior to the Effective Time under AFC's and AB Citrus' nonqualified retirement or deferred compensation plans. (e) Except as set forth in on Schedule 3.19, neither AFC nor AB Citrus has any no current or contingent obligation to contribute to any multiemployer plan (as defined in Section 3(37) of ERISA). Neither AFC nor AB Citrus has any no liability with respect to any employee benefit plan (as defined in Section 3(3) of ERISA) other than with respect to the AFC Citrus Benefit Plans. (f) There are no pending or threatened claims by or on behalf of any AFC Citrus Benefit PlansPlan, or by or on behalf of any individual participants or beneficiaries of any AFC Citrus Benefit PlansPlan, alleging any breach of fiduciary duty on the part of AFC or AB Citrus or any of such party's its officers, directors or employees under ERISA, the Code or any applicable regulations, or claiming benefit payments other than those made in the ordinary operation of such plans. The AFC Citrus Benefit Plans are not the subject of any investigation, audit or action by the IRS, the Department of Labor or the PBGC. AFC and AB have Citrus has made all required contributions under the AFC Citrus Benefit Plans, including the payment of any premiums payable to the PBGC and other insurance premiums. There is no underfunding liability for any AFC Citrus Benefit Plan that is subject to the funding requirements of Section 412 of the Code. (g) Neither AFC nor AB maintains Citrus does not maintain any defined benefit plan, and neither has incurred, or nor has any reason to expect that it will incur, any liability to the PBGC or otherwise under Title IV or ERISA (including early withdrawal liability) or under the Code with respect to any such plan. No AFC Citrus Benefit Plan has been subject to a reportable event for which notice would be required to be filed with the PBGC, and no proceeding by the PBGC to terminate any AFC Citrus Benefit Plan has been instituted or threatened. (h) With respect to any AFC Citrus Benefit Plan that is an employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) (in this subsection, a "Welfare Plan"), (i) each such Welfare Plan for which contributions are claimed as deductions under any provision of the Code is in material compliance with all applicable requirements pertaining to such deduction, (ii) with respect to any welfare benefit fund (within the meaning of Section 419 of the Code) related to such a Welfare Plan, there is no disqualified benefit (within the meaning of Section 4976(b) of the Code) that would result in the imposition of a tax under Section 4976(a) of the Code, (iii) any AFC Citrus Benefit Plan that is a group health plan (within the meaning of Section 4980B(g)(2) of the Code) complies, and in each and every case has complied, with all of the material requirements of Section 4980B of the Code, ERISA, Title XXII of the Public Health Service Act and the applicable provisions of the Social Security Act, (iv) such Welfare Plan may be amended or terminated at any time on or after the Closing Date, and (v) there are no benefits to be provided to retirees under a group health plan that are subject to disclosure under Financial Accounting Standards Board Standard No. 106. . (i) Except as set forth on Schedule 3.19, as of the Closing Date, there will be no contract, agreement, plan or arrangement covering any person that provides for the payment of an amount that would not be deductible to CFC by reason of Section 280G or any other provision of the Code.