Common use of Employee Benefit Plans and Other Compensation Arrangements Clause in Contracts

Employee Benefit Plans and Other Compensation Arrangements. (a) Set forth on Schedule 4.9(a) is a list of (i) all material employee benefit plans (as defined in Section 3(3) of ERISA) and (ii) all other severance pay, salary continuation, bonus, incentive, stock option or other equity or equity-type arrangement, welfare, retirement, pension, profit sharing or deferred compensation plans, contracts, programs, funds or arrangements of any kind (including those which are maintained outside of the United States), in each case with respect to which the Company currently is the sponsor or is obligated to make contributions under the plan terms (collectively, the “Plans”). (b) Except as set forth on Schedule 4.9(b): (i) the Company has not been the sponsor of, has not been obligated to make contributions under and does not have any liability or potential liability with respect to a “multiemployer plan” (as defined in Title I or Title IV of ERISA) or a plan subject to Title IV of ERISA; (ii) no assets of the Company are subject to any Lien pursuant to Sections 303(k) or 4068 of ERISA or Section 430(k) of the Code; (iii) each of the Plans that is intended to be tax-qualified under Section 401(a) of the Code has received a favorable determination letter or opinion letter from the Internal Revenue Service as to its qualification and is so qualified in all material respects, except that no representation is made with respect to any formal qualification requirement with respect to which the remedial amendment period under Section 401(b) of the Code has not yet expired; (iv) all of the Plans have been operated in compliance in all material respects with their respective terms and all applicable Laws, and all contributions required under the terms of the Plans or applicable Laws have been timely made; (v) no amounts payable under the Plans or otherwise will fail to be deductible for federal income tax purposes by virtue of Section 280G of the Code; (vi) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, disregarding any termination of employment which may occur on or after the Closing, will (x) result in any material payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due to any director, officer or any employee of the Company from the Company under any Plan or otherwise, (y) materially increase any benefits otherwise payable under any Plan, or (z) result in any acceleration of the timing of payment or vesting of any such benefits to any material extent; (vii) none of the Plans provides medical or other welfare type benefits to any retired Person, or any current employee of the Company following such employee’s retirement or other termination of employment, except as required by applicable Law (including Section 4980B of the Code); and (viii) the Company does not maintain any Plan under which it would be obligated to pay benefits solely because of the consummation of the transactions contemplated by this Agreement, disregarding any termination of employment which may occur on or after the Closing.

Employee Benefit Plans and Other Compensation Arrangements. (a) Set forth on Schedule 4.9(a) is a list of (i) all material employee benefit plans (as defined in Section 3(3) of ERISA) and (ii) all other severance pay, salary continuation, bonus, incentive, stock option or other equity or equity-type arrangementoption, welfare, retirement, pension, profit sharing or deferred compensation plans, contracts, programs, funds or arrangements of any kind (including those which are maintained outside of the United States), in each case with respect to which any of the Company Acquired Companies currently is the sponsor or is obligated to make contributions under the plan terms (collectively, the “Plans”). (b) . Except as set forth on Schedule 4.9(b): (i) none of the Company Acquired Companies has not been the sponsor of, has not been of or obligated to make contributions under and does not have any liability or potential liability with respect to a “multiemployer plan” (as defined in Title I or Title IV of ERISA) or a plan subject to Title IV of ERISA; (ii) no assets of the Company are subject to any Lien pursuant to Sections 303(k) or 4068 of ERISA or Section 430(k) of the Code; (iii) each of the Plans that is intended to be tax-qualified under Section 401(a) of the Code has received a favorable determination letter or opinion letter from the Internal Revenue Service as to its qualification and is so qualified in all material respects, except that no representation is made with respect to any formal qualification requirement with respect to which the remedial amendment period under Section 401(b) of the Code has not yet expired; (iviii) all of the Plans have been operated in compliance in all material respects with their respective terms and all applicable Laws, and all contributions required under the terms of the Plans or applicable Laws have been timely made; (viv) no amounts payable under the Plans or otherwise will fail to be deductible for federal income tax purposes by virtue of Section 280G of the Code; (viv) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, disregarding any termination of employment which may occur on or after the Closing, will (x) result in any material payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due to any directormanager, officer or any employee of the any Acquired Company from the such Acquired Company under any Plan or otherwise, (y) materially increase any benefits otherwise payable under any Plan, or (z) result in any acceleration of the timing of payment or vesting of any such benefits to any material extent; (viivi) none of the Plans provides medical or other welfare type benefits to any retired Person, or any current employee of the Company Acquired Companies following such employee’s retirement or other termination of employment, except as required by applicable Law (including Section 4980B of the Code); and (viiivii) none of the Company does not maintain Acquired Companies maintains any Plan under which it would be obligated to pay benefits solely because of the consummation of the transactions contemplated by this Agreement, disregarding any termination of employment which may occur on or after the Closing.

Employee Benefit Plans and Other Compensation Arrangements. (a) Set forth on Schedule 4.9(ain Section 5.18(a) of the Disclosure Letter is a list of (i) all material "employee benefit plans plans" (as defined in Section 3(33(b) of ERISA) and (ii) all other severance pay, salary continuation, bonus, incentive, stock option or other equity or equity-type arrangement, welfare, retirement, pension, profit sharing or deferred compensation plans, contracts, programs, funds or arrangements of any kind (including those which are maintained outside of the United States), in each case with respect to which the Company currently is the sponsor or is obligated to make contributions under the plan terms (collectively, the “"Plans”"). (b) . Except as set forth on Schedule 4.9(b):in Section 5.18(b) of the Disclosure Letter: (ia) none of the Company has not been the sponsor of, has not been obligated to make contributions under and does not have any liability or potential liability with respect to Plans is a “"multiemployer plan” " (as defined in Title I or Title IV of ERISA) or a plan subject to Title IV of ERISA; (ii) no assets of the Company are subject to any Lien pursuant to Sections 303(k) or 4068 of ERISA or Section 430(k) of the Code; (iiib) each of the Plans that is intended to be tax-qualified under Section 401(a) of the Code has received a favorable determination letter or opinion letter from the Internal Revenue Service as to regarding its qualification and is so qualified in all material respects, except that no representation is made with respect to any formal qualification requirement with respect to which the remedial amendment period under Section 401(b) of the Code has not yet expired; (ivc) in all material respects, all of the Plans have been operated in compliance in all material respects with their respective terms and all applicable Laws, and all contributions required under the terms of the Plans or applicable Laws Law have been timely made; (v) no amounts payable under the Plans or otherwise will fail to be deductible for federal income tax purposes by virtue of Section 280G of the Code; (vid) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, disregarding any termination of employment which may occur on or after the Closing, will will: (xi) result in any material payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due to any director, officer or any employee of the Company from the Company under any Plan or otherwise, ; (yii) materially increase any benefits otherwise payable under any Plan, or ; (ziii) result in any acceleration of the timing time of payment or vesting of any such benefits to any material extent;; or (iv) result in any payment under the Plans which will fail to be deductible for federal income tax purposes by virtue of Section 280G of the Code; and (viie) none of the Plans provides provide medical or other welfare type benefits to any retired Person, or any current employee of the Company following such employee’s 's retirement or other termination of employment, except as required by applicable Law (including Section 4980B of the Code); and (viii) the Company does not maintain any Plan under which it would be obligated to pay benefits solely because of the consummation of the transactions contemplated by this Agreement, disregarding any termination of employment which may occur on or after the Closing.

Employee Benefit Plans and Other Compensation Arrangements. (a) Set forth on Schedule 4.9(a3.9(a) is a list of (i) all material employee benefit plans (including, but not limited to, employee benefit plans as defined in Section 3(3) of ERISA) and (ii) all other severance pay, salary continuation, bonus, incentive, stock option or other equity or equity-type arrangement, welfare, retirement, pension, profit sharing or deferred compensation plans, contracts, programs, funds or arrangements of any kind (including those which are maintained outside of the United States), in each case with respect to which the Company Communications or any of its Subsidiaries currently is the sponsor or is obligated to make contributions under the plan terms (collectively, the “Plans”). (b) . Except as set forth on Schedule 4.9(b3.9(b): (ia) none of the Company has not been the sponsor of, has not been obligated to make contributions under and does not have any liability or potential liability with respect to Plans is a “multiemployer plan” (as defined in Title I or Title IV of ERISA) or ERISA § 3(37)), a pension plan subject to Title IV of ERISAERISA or Code § 412, a multiple employer welfare arrangement as defined in ERISA § 3(40), a multiple employer plan maintained by more than one employer as defined in Code § 413(c) or a plan funded in whole or in part through a voluntary employees’ beneficiary association under Code § 501(c)(9); (ii) no assets of the Company are subject to any Lien pursuant to Sections 303(k) or 4068 of ERISA or Section 430(k) of the Code; (iiib) each of the Plans that is intended to be tax-qualified under Section 401(a) of the Code has received a favorable determination letter or opinion letter from the Internal Revenue Service as to its qualification and is so qualified in all material respects, except that no representation is made with respect to any formal qualification requirement with respect to which the remedial amendment period under Section 401(b) of the Code has not yet expired; (ivc) to the extent required (either as a matter of law or to obtain the intended tax treatment and tax benefits), all of the Plans have been operated comply in compliance form and in operation in all material respects with their respective terms the requirements of ERISA, the Code and any other applicable laws. With respect to each such Plan, all applicable Lawscontributions, premium payments and other payments required to be made as of the date of this Agreement have been made, and a proper accrual has been made on the books of Communications and its Subsidiaries for all contributions required under contributions, premium payments and other payments due in the terms current fiscal year but not made as of the Plans or applicable Laws have been timely madedate of this Agreement; (vd) no amounts payable under director, officer, employee or other fiduciary (as defined in ERISA § 3(21)) of Communications or any of its Subsidiaries has committed any breach of fiduciary responsibility imposed by ERISA or any other applicable law with respect to the Plans which would subject Communications or any of its Subsidiaries, Acquisition or any affiliate of Acquisition to any material liability under ERISA or any applicable law. There have been no prohibited transactions (as defined in ERISA § 406 or Code § 4975) with respect to any Plan. (e) there are no pending or, To the Knowledge of Communications, threatened claims by or on behalf of any of the Plans, by any employee or beneficiary covered under any Plan or otherwise involving any Plan (other than routine claims for benefits); (f) no Plan, separately or in the aggregate, requires or would result in the payment of any “excess parachute payments” within the meaning of Section 280G of the Code, and the consummation of the transactions contemplated by this Agreement will fail not be a factor in causing payments to be made by Acquisition or Communications or any of its Subsidiaries that are not deductible for federal income tax purposes by virtue of (in whole or in part) under Section 280G of the Code; (vig) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, disregarding any termination of employment which may occur on or after the Closing, will (xi) result in any material payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due to any director, officer or any employee of the Company Communications or any of its Subsidiaries from the Company Acquisition, Communications or any of its Subsidiaries under any Plan or otherwise, (yii) materially increase any benefits otherwise payable under any Plan, or (ziii) result in any acceleration of the timing time of payment or vesting of any such benefits to any material extent; (vii) none of the Plans provides medical or other welfare type benefits to any retired Person, or any current employee of the Company following such employee’s retirement or other termination of employment, except as required by applicable Law (including Section 4980B of the Code); and (viiih) the Company does not maintain neither Communications nor any Plan under which it would be obligated to pay of its Subsidiaries has any actual or potential liability for death or medical benefits solely because of the consummation of the transactions contemplated by this Agreementafter separation from employment, disregarding any termination of employment which may occur on other than health care continuation benefits described in Code § 4980B or after the Closingapplicable state law (“COBRA benefits”).