Common use of Employee Benefit Plans and Related Matters; ERISA Clause in Contracts

Employee Benefit Plans and Related Matters; ERISA. (a) Section 2.16(a) of the Seller Disclosure Letter lists all material Benefit Plans, including the sponsor of each such Benefit Plan, and indicates whether such Benefit Plan is a Non-U.S. Benefit Plan as well as whether such Benefit Plan is an Assumed Benefit Plan. With respect to each such Benefit Plan, Seller has made available to Buyers copies, to the extent applicable, of: (i) the plan documents, as well as all amendments thereto (or a description if such plan is not written); (ii) the most recent annual report (Form 5500 series), including all schedules thereto; (iii) the most recent actuarial valuation or financial statements; (iv) the most recent IRS determination letter; (v) all material reports, letters or other communications received in the past three (3) years from any Governmental Authority regarding any Assumed Benefit Plan; (vi) all trust agreements, insurance contracts and other funding agreements (including group annuity contracts, insurance policies, administrative services contracts and investment management agreements) related to any Assumed Benefit Plan; and (vii) the most recent summary plan description, including any summary of material modifications, and for each unwritten Benefit Plan, a description of the material terms.

Employee Benefit Plans and Related Matters; ERISA. (a) Section 2.16(a3.19(a) of the Seller Company Disclosure Letter lists Schedule sets forth a complete and correct list of the material Company Benefit Plans (including but not limited to all material Company Benefit Plans, including the sponsor of each such Benefit Plan, and indicates whether such Benefit Plan is a Non-U.S. Benefit Plan as well as whether such Benefit Plan is an Assumed Benefit PlanPlans subject to ERISA). With respect to each such Company Benefit Plan, Seller the Company has made available to Buyers copies, to Parent true and complete copies or materially accurate summaries of each of the extent applicable, of: Company Benefit Plans that has not been previously filed with the SEC and (i) the plan each writing constituting a part of such Company Benefit Plan, including all amendments thereto, and all related trust documents, as well as all amendments thereto (insurance contracts, insurance policies or a description if such plan is not written); other documents of any funding arrangements (ii) the most recent annual report (Form 5500 series)summary plan description together with the summary or summaries of material modifications thereto, including all schedules thereto; if any, (iii) the most recent annual actuarial valuation or financial statements; valuations, if any, (iv) the most recent IRS determination letter; Annual Report (Form 5500 Series) and accompanying schedules, if any, (v) all material reportsIRS or Department of Labor (“DOL”) determination, opinion, notification and advisory letters or other communications received in the past three (3) years from any Governmental Authority regarding any Assumed Benefit Plan; if applicable), (vi) all trust agreements, insurance contracts and other funding agreements (including group annuity contracts, insurance policies, administrative services contracts and investment management agreements) related material correspondence to or from any Assumed Governmental Entity received in the last three years relating to compliance issues in respect of any such Company Benefit Plan; Plan and (vii) all discrimination tests for the most recent summary plan description, including any summary of material modifications, and for each unwritten Benefit Plan, a description of the material termsyear.

Employee Benefit Plans and Related Matters; ERISA. (a) Section 2.16(aSchedule 3.13(a) of the Seller Disclosure Letter lists all material Seller Benefit Plans, including Plans applicable to the sponsor of each such Benefit Plan, and indicates whether such Benefit Plan is a Non-U.S. Benefit Plan as well as whether such Benefit Plan is an Assumed Benefit PlanBusiness. With respect to each such Seller Benefit Plan, the Seller has provided or made available to Buyers copiesthe Buyer, to the extent applicable, of: current, accurate and complete copies of (i) the all plan documents, as well as documents and all amendments thereto (or a description if such plan is not written); thereto, (ii) a summary of the material terms of each Seller Benefit Plan that has not been reduced to writing, (iii) the summary plan description for each Seller Benefit Plan and any material modifications, (iv) the most recent annual report (Form 5500 series), including and all schedules thereto; , as applicable, (iiiv) in the case of any Seller Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the IRS, (vi) where applicable, copies of any trust agreements or other funding arrangements, custodial agreements, insurance contracts, administration agreements, and investment management or investment advisory agreements, and any amendments thereto, (vii) all material correspondence to or from any Governmental Authority in the last three years relating to any Seller Benefit Plan, (viii) all non-discrimination testing results for the most recent plan year, and (ix) the most recent actuarial valuation or and financial statements; (iv) the most recent IRS determination letter; (v) all material reports, letters or other communications received in the past three (3) years from any Governmental Authority regarding any Assumed Benefit Plan; (vi) all trust agreements, insurance contracts and other funding agreements (including group annuity contracts, insurance policies, administrative services contracts and investment management agreements) report related to any Assumed Seller Benefit Plan; and (vii) the most recent summary plan description, including any summary of material modifications, and for each unwritten Benefit Plan, a description of the material terms.