Common use of Employee Benefit Plans and Contracts Clause in Contracts

Employee Benefit Plans and Contracts. (a) The Parent Disclosure Schedule identifies each "employee benefit plan," as defined in Section 1002(3) of ERISA, and all other material written or formal plans or agreements involving direct or indirect compensation (including any employment agreements entered into between Parent and any Employee of Parent, but excluding workers' compensation, unemployment compensation, other government-mandated programs and Parent's salary and wage arrangements) currently or previously maintained, contributed to or entered into by Parent or any ERISA Affiliate thereof for the benefit of any Employee or former Employee under which Parent or any ERISA Affiliate thereof has any present or future obligation or liability (the "Employee Plans"). Parent has provided to the Company true and complete copies of all Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof. For purposes of the preceding sentence, "ERISA Affiliate" shall mean any entity which is a member of (A) a "controlled group of corporations," as defined in Section 414(b) of the Code, (B) a group of entities under "common control," as defined in Section 414(c) of the Code or (C) an "affiliated service group," as defined in Section 414(m) of the Code or treasury regulations promulgated under Section 414(o) of the Code, any of which includes Parent. Any Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(2) of ERISA, but which are not Multiemployer Plans (collectively, the "Pension Plans"), are identified as such in the Parent Disclosure Schedule.

Employee Benefit Plans and Contracts. (a) The Parent Disclosure Schedule 4.22(a) identifies each "?employee benefit plan," ? as defined in Section 1002(33(2) of the Employee Retirement Income Security Act of 1974, as amended (?ERISA?), and all other material written or formal plans or agreements involving direct or indirect compensation (including any employment agreements entered into between Parent the Company and any Employee of Parentthe Company, but excluding workers' ? compensation, unemployment compensation, other government-mandated programs and Parent's the Company?s salary and wage arrangements) currently or previously maintained, contributed to or entered into by Parent the Company or any ERISA Affiliate thereof for the benefit of any Employee or former Employee under which Parent the Company or any ERISA Affiliate thereof has any present or future obligation or liability (the "?Employee Plans"?). Parent The Company has provided to the Company Parent true and complete copies of all Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof. For purposes of the preceding sentence, "?ERISA Affiliate" ? shall mean any entity which is a member of (A) a "?controlled group of corporations," ? as defined in Section 414(b) of the Code, (B) a group of entities under "common ?Capital control," ? as defined in Section 414(c) of the Code or (C) an "?affiliated service group," ? as defined in Section 414(m) of the Code or treasury regulations promulgated under Section 414(o) of the Code, any of which includes Parentthe Company. Any Employee Plans which individually or collectively would constitute an "?employee pension benefit plan," ? as defined in Section 3(2) of ERISA, but which are not Multiemployer Plans (collectively, the "?Pension Plans"?), are identified as such in Schedule 4.22(a). For purposes of this Section 4.22, ?Employee? means any employee, consultant or director of the Parent Disclosure ScheduleCompany.

Employee Benefit Plans and Contracts. (ai) The Parent Target Disclosure Schedule identifies each "employee benefit plan," ", as defined in Section 1002(33(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all other material written ----- or formal plans or agreements involving direct or indirect compensation (including any employment agreements entered into between Parent Target or any Target Subsidiary and any Employee of ParentTarget or any Target Subsidiary, but excluding workers' compensation, unemployment compensation, other government-mandated programs and Parent's the salary and wage arrangements) currently or previously maintained, contributed to or entered into by Parent Target or any ERISA Affiliate thereof for the benefit of any Employee or former Employee under which Parent Target or any ERISA Affiliate thereof has any present or future obligation or liability (the "Employee Plans"). Target -------------- has made available to Parent has provided to the Company true and complete copies of all Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof. For purposes of the preceding sentence, "ERISA Affiliate" shall mean any entity which is a member of (A) --------------- a "controlled group of corporations," ", as defined in Section 414(b) of the Code, (B) a group of entities under "common control," ", as defined in Section 414(c) of the Code or (C) an "affiliated service group," ", as defined in Section 414(m) of the Code or treasury regulations promulgated under Section 414(o) of the Code, any of which includes ParentTarget. Any Employee Plans which individually or collectively would constitute an "employee pension benefit plan," ", as defined in Section 3(2) of ERISA, but which are not Multiemployer Plans (collectively, the "Pension Plans"), are identified ------------- as such in the Parent Target Disclosure Schedule.. For purposes of this Section 3.1(v), "Employee" means any common law employee, consultant or director of -------- Target or any Target Subsidiary. -------------------------------

Employee Benefit Plans and Contracts. (ai) The Parent Section 2.1(t) of the Seller Disclosure Schedule identifies each "employee benefit plan," ", as defined in Section 1002(33(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all other material written or formal plans or agreements involving direct or indirect compensation (including any employment agreements entered into between Parent the Seller and any Employee of ParentEmployee, but excluding workers' compensation, unemployment compensation, other government-mandated programs and Parentthe Seller's salary and wage arrangements) currently or previously maintained, contributed to or entered into by Parent the Seller or any ERISA Affiliate thereof for the benefit of any Employee or former Employee under which Parent the Seller or any ERISA Affiliate thereof has any present or future material obligation or liability (the "Employee Plans"). Parent Neither the Company nor the Seller has provided nay Employee Plans. The Seller has made available to the Company Buyer true and complete copies of all Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof. For purposes of the preceding sentence, "ERISA Affiliate" shall mean any entity which is a member of (A) a "controlled group of corporations," ", as defined in Section 414(b) of the Code, (B) a group of entities under "common control," ", as defined in Section 414(c) of the Code or (C) an "affiliated service group," ", as defined in Section 414(m) of the Code or treasury regulations promulgated under Section 414(o) of the Code, any of which includes Parentthe Seller. Any Employee Plans which that individually or collectively would constitute an "employee pension benefit plan," ", as defined in Section 3(2) of ERISA, but which are not Multiemployer Plans (collectively, the "Pension Plans"), are identified as such in the Parent Seller Disclosure Schedule. For purposes of Section 2.1(t), "Employee" means any common law employee, consultant or officer of the Seller.

Employee Benefit Plans and Contracts. (ai) The Parent Section 2.3(t) of the Purchaser Disclosure Schedule identifies each "employee benefit plan," as defined in Section 1002(33(3) of ERISA, and all other material written or formal plans or agreements involving direct or indirect compensation (including any employment agreements entered into between Parent the Purchaser, any Purchaser Subsidiary and any Purchaser Employee of Parent(as defined herein), but excluding workers' compensation, unemployment compensation, other government-mandated programs and Parentthe Purchaser's and each Purchaser Subsidiary's salary and wage arrangements) currently or previously maintained, contributed to or entered into by Parent the Purchaser or any Purchaser Subsidiary or any ERISA Affiliate thereof for the benefit of any Employee or former Employee under which Parent or any ERISA Affiliate thereof has any present or future obligation or liability (the "Employee PlansPURCHASER EMPLOYEE PLANS"). Parent The Purchaser and each Purchaser Subsidiary has provided made available to the Company true and complete copies of all Purchaser Employee Plans (and, if applicable, related trust agreements) and ), all amendments thereto thereto, and summary plan descriptions for all Employee Plans and written interpretations thereofof all of the foregoing. For purposes of the preceding sentence, "ERISA AffiliateAFFILIATE" shall mean any entity which is a member of (A) a "controlled group of corporations," ", as defined in Section 414(b) of the Code, (B) a group of entities under "common control," ", as defined in Section 414(c) of the Code or (C) an "affiliated service group," ", as defined in Section 414(m) of the Code or treasury regulations promulgated under Section 414(o) of the Code, any of which includes Parentthe Purchaser or (D) any Purchaser Subsidiary. Any Employee Plans which that individually or collectively would constitute an "employee pension benefit plan," ", as defined in Section 3(2) of ERISA, but which are not Multiemployer Plans multiemployer plans (as defined in Section 2.3(t)(iii)) (collectively, the "Pension PlansPURCHASER PENSION PLANS"), are identified as such in the Parent Purchaser Disclosure Schedule. For purposes of this Section 2.3(t), "PURCHASER EMPLOYEE" means any common law employee, consultant or director of the Purchaser or any Purchaser Subsidiary.