Common use of Employee Benefit Plans and Other Agreements Clause in Contracts

Employee Benefit Plans and Other Agreements. (a) ------------------------------------------- Disclosure; Delivery of Copies of Relevant Documents and Other Information. -------------------------------------------------------------------------- Schedule 4.8 contains a complete list of Employee Plans which cover or have ------------ covered present or former employees, directors or consultants of the Company or any of its Subsidiaries (with respect to their relationship with such entities) (each, a "Company Employee Plan"). True and complete copies of each of the --------------------- following Company Employee Plan documents have been delivered or made available by the Company to the Purchaser: (i) each Company Employee Plan document (and, if applicable, related trust agreements and all annuity contracts or other funding instruments) and all amendments thereto, all reasonably available written descriptions thereof which have been distributed to the Company's employees and those of its ERISA Affiliates and a complete description of any Company Employee Plan, which is not in writing (including a description of the number and level of employees covered thereby), (ii) the most recent determination or opinion letter issued by the Internal Revenue Service with respect to each Pension Plan and each Welfare Plan (other than a Multiemployer Plan), which covers or has covered employees of the Company or any of its ERISA Affiliates (with respect to their relationship with such entities), (iii) for the three most recent plan years, any Annual Reports on Form 5500 Series required to be filed with any governmental agency for each Pension Plan which covers or has covered employees or former employees of the Company or any of its ERISA Affiliates (with respect to their relationship with such entities) (each, a "Company Pension Plan"), (iv) any actuarial reports prepared for the last -------------------- three plan years for each Pension Plan which covers or has covered present or former employees, directors or consultants of the Company or any of its Subsidiaries (with respect to their relationship with such entities), (v) a tabulation of age, salary, service and related data as of the last day of the last plan year for employees of the Company or any of its Subsidiaries and (vi) a description setting forth the amount of any liability of the Company or any of its Subsidiaries as of the Closing Date for payments more than thirty (30) calendar days past due with respect to each Welfare Plan which covers or has covered employees or former employees of the Company or any of its Subsidiaries.

Employee Benefit Plans and Other Agreements. (a) ------------------------------------------- Disclosure; Delivery of Copies of Relevant Documents and Other -------------------------------------------------------------- Information. -------------------------------------------------------------------------- Schedule 4.8 contains a complete list of Employee Plans which ----------- ------------ cover or have ------------ covered present or former employees, directors or consultants of the Company or any of its Subsidiaries (with respect to their relationship with such entities) (each, a "Company Employee Plan"). True and complete copies of --------------------- each of the --------------------- following Company Employee Plan documents have been delivered or made available by the Company to the Purchaser: (i) each Company Employee Plan document (and, if applicable, related trust agreements and all annuity contracts or other funding instruments) and all amendments thereto, all reasonably available written descriptions thereof which have been distributed to the Company's employees and those of its ERISA Affiliates and a complete description of any Company Employee Plan, which is not in writing (including a description of the number and level of employees covered thereby), (ii) the most recent determination or opinion letter issued by the Internal Revenue Service with respect to each Pension Plan and each Welfare Plan (other than a Multiemployer Plan), which covers or has covered employees of the Company or any of its ERISA Affiliates (with respect to their relationship with such entities), (iii) for the three most recent plan years, any Annual Reports on Form 5500 Series required to be filed with any governmental agency for each Pension Plan which covers or has covered employees or former employees of the Company or any of its ERISA Affiliates (with respect to their relationship with such entities) (each, a "Company Pension Plan"), (iv) any actuarial reports prepared for the last -------------------- three plan ------------ years for each Pension Plan which covers or has covered present or former employees, directors or consultants of the Company or any of its Subsidiaries (with respect to their relationship with such entities), (v) a tabulation of age, salary, service and related data as of the last day of the last plan year for employees of the Company or any of its Subsidiaries and (vi) a description setting forth the amount of any liability of the Company or any of its Subsidiaries as of the Closing Date for payments more than thirty (30) calendar days past due with respect to each Welfare Plan which covers or has covered employees or former employees of the Company or any of its Subsidiaries.

Employee Benefit Plans and Other Agreements. (a) ------------------------------------------- Disclosure; Delivery of Copies of Relevant Documents and Other -------------------------------------------------------------- Information. -------------------------------------------------------------------------- Schedule 4.8 contains a complete list of Employee Plans which ----------- ------------ cover or have ------------ covered present or former employees, directors or consultants of the Company or any of its Subsidiaries (with respect to their relationship with such entities) (each, a "Company Employee Plan"). True and complete copies of --------------------- each of the --------------------- following Company Employee Plan documents have been delivered or made available by the Company to the Purchaser: (i) each Company Employee Plan document (and, if applicable, related trust agreements and all annuity contracts or other funding instruments) and all amendments thereto, all reasonably available written descriptions thereof which have been distributed to the Company's employees and those of its ERISA Affiliates and a complete description of any Company Employee Plan, which is not in writing (including a description of the number and level of employees covered thereby), (ii) the most recent determination or opinion letter issued by the Internal Revenue Service with respect to each Pension Plan and each Welfare Plan (other than a Multiemployer Plan), which covers or has covered employees of the Company or any of its ERISA Affiliates (with respect to their relationship with such entities), (iii) for the three most recent plan years, any Annual Reports on Form 5500 Series required to be filed with any governmental agency for each Pension Plan which covers or has covered employees or former employees of the Company or any of its ERISA Affiliates (with respect to their relationship with such entities) (each, a "Company Pension Plan"), (iv) any actuarial reports prepared for the last -------------------- three plan years for each Pension Plan which covers or has covered present or former employees, directors or consultants of the Company or any of its Subsidiaries (with respect to their relationship with such entities), (v) a tabulation of age, salary, service and related data as of the last day of the last plan year for employees of the Company or any of its Subsidiaries and (vi) a description setting forth the amount of any liability of the Company or any of its Subsidiaries as of the Closing Date for payments more than thirty (30) calendar days past due with respect to each Welfare Plan which covers or has covered employees or former employees of the Company or any of its Subsidiaries.

Employee Benefit Plans and Other Agreements. (a) ------------------------------------------- Disclosure; Delivery of Copies of Relevant Documents and -------------------------------------------------------- Other Information. -------------------------------------------------------------------------- Schedule 4.8 contains a complete list of Employee Plans ----------------- ------------ which cover or have ------------ covered present or former employees, directors or consultants of the Company or any of its Subsidiaries (with respect to their relationship with such entities) (each, a "Company Employee Plan"). True and complete copies of each of the --------------------- following Company Employee Plan documents have been delivered or made available by the Company to the PurchaserPurchasers: (i) each Company Employee Plan document (and, if applicable, related trust agreements and all annuity contracts or other funding instruments) and all amendments thereto, all reasonably available written descriptions thereof which have been distributed to the Company's employees and those of its ERISA Affiliates during the last 36 months and a complete description of any Company Employee Plan, Plan which is not in writing (including a description of the number and level of employees covered thereby), (ii) the most recent determination or opinion letter issued by the Internal Revenue Service with respect to each Pension Plan and each Welfare Plan (other than a Multiemployer Plan), Plan which covers or has covered employees of the Company or any of its ERISA Affiliates (with respect to their relationship with such entities), (iii) for the three most recent plan years, any Annual Reports on Form 5500 Series required to be filed with any governmental agency for each Pension Plan which covers or has covered employees or former employees of the Company or any of its ERISA Affiliates (with respect to their relationship with such entities) (each, a "Company Pension Plan"), (iv) any actuarial reports prepared for the last -------------------- three plan years for each Pension Plan which covers or has covered present or former employees, directors or consultants of the Company or any of its Subsidiaries (with respect to their relationship with such entities), (v) a tabulation of age, salary, service and related data as of the last day of the last plan year for employees of the Company or any of its Subsidiaries and (viv) a description setting forth the amount of any liability of the Company or any of its Subsidiaries as of the Closing Date for payments more than thirty (30) calendar days past due with respect to each Welfare Plan which covers or has covered employees or former employees of the Company or any of its Subsidiaries.