Common use of Employee Benefit Plans and Relations Clause in Contracts

Employee Benefit Plans and Relations. Except as disclosed in Company ------------------------------------ ------- Disclosure Schedule 5.9: ----------------------- (a) The Company does not maintain or contribute to any "employee pension benefit plan" (the "Company Pension Plans"), as such term is defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including any pension, profit-sharing, retirement, thrift or stock bonus plan, "employee welfare benefit plan" (the "Company Welfare Plans"), as such term is defined in Section 3 of ERISA, or any other stock option plan, stock purchase plan, restricted stock plan, deferred compensation plan, severance plan, bonus plan or other similar plan, program or arrangement (collectively the "Employee Plans"). The Company has not contributed to, or been required to contribute to, any "Multiemployer Plan," as such term is defined in Section 3(37) of ERISA. (b) Each of the Company Pension Plans is intended to be a qualified plan within the meaning of Section 401(a) of the Code, and neither the Company nor the Shareholders are aware of any fact or circumstance that would adversely affect the qualified status of any such plan. (c) Each of the Company Pension Plans, Company Welfare Plans and other Employee Plans has been operated in compliance in all material respects with the provisions of ERISA, the Code, and all other applicable Laws. (d) Neither the Company nor, to the Company's or the Shareholders' Knowledge, any trustee, fiduciary or administrator of any Company Pension Plan or Company Welfare Plan or any trust created thereunder, has engaged in a "prohibited transaction" as such term is defined in Section 4975 of the Code, which could subject the Company or any such trustee, fiduciary or administrator thereof, to the tax or penalty on prohibited transactions imposed by said Section 4975. (e) No Company Pension Plan or any trust created thereunder has been terminated, nor have there been any "reportable events" for which the 30 day notice has not been waived with respect to any Company Pension Plan, as that term is defined in Section 4043(b) of ERISA. (f) There are no pending or, to the Company's or the Shareholders' Knowledge, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the Company Pension Plans or the Company Welfare Plans or any trusts related thereto.

Employee Benefit Plans and Relations. Except as disclosed in Company ------------------------------------ ------- Disclosure Schedule 5.9: ----------------------- (a) The Company does not maintain or contribute to any "employee pension benefit plan" (the "Company Pension Plans"), as such term is defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including any pension, profit-sharing, retirement, thrift or stock bonus plan, or "employee welfare benefit plan" (the "Company Welfare Plans"), as such term is defined in Section 3 of ERISA, or any other stock option plan, stock purchase plan, restricted stock plan, deferred compensation plan, severance plan, phantom stock plan, bonus plan or other similar plan, program or arrangement (collectively the "Employee Plans"). The Company has not contributed to, or been required to contribute to, any "Multiemployer Plan," as such term is defined in Section 3(37) of ERISA. (b) Each of the Company Pension Plans is intended to be a qualified plan within the meaning of Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and neither the Company nor the Shareholders Members are aware of any fact or circumstance that would adversely affect the qualified status of any such plan. (c) Each To the Knowledge of Company or the Members, each of the Company Pension Plans, Company Welfare Plans and other Employee Plans has been operated in compliance in all material respects with the provisions of ERISA, the Code, and all other applicable Laws. The Company will not have any liability after the Closing arising from the operation of such Company Pension Plans, Company Welfare Plans and other Employee Plans prior to the Closing that will cause a Material Adverse Effect on the Company. (d) Neither the Company nor, to the Company's or the ShareholdersMembers' Knowledge, any trustee, fiduciary or administrator of any Company Pension Plan or Company Welfare Plan or any trust created thereunder, has engaged in a "prohibited transaction" as such term is defined in Section 4975 of the Code, which could subject the Company or any such trustee, fiduciary or administrator thereof, to the tax or penalty on prohibited transactions imposed by said Section 4975. (e) No Company Pension Plan or any trust created thereunder has been terminated, nor have there been any "reportable events" for which the 30 day notice has not been waived with respect to any Company Pension Plan, as that term is defined in Section 4043(b) of ERISAERISA (excluding any reportable event resulting from the effectiveness of this Agreement or any other Purchase Agreement). (f) There are no pending or, to the Company's or the ShareholdersMembers' Knowledge, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the Company Pension Plans or the Company Welfare Plans or any trusts related thereto.

Employee Benefit Plans and Relations. Except as disclosed in Company ------------------------------------ ------- Seller Disclosure Schedule 5.94.9: ----------------------------------------------------- (a) The Company Seller does not maintain or contribute to any "employee pension benefit plan" (the "Company Seller Pension Plans"), as such term is defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including any pension, profit-sharing, retirement, thrift or stock bonus plan, "employee welfare benefit plan" (the "Company Seller Welfare Plans"), as such term is defined in Section 3 of ERISA, or any other stock option plan, stock purchase plan, restricted stock plan, deferred compensation plan, severance plan, phantom stock plan, bonus plan or other similar plan, program or arrangement (collectively the "Employee Plans"). The Company Seller has not contributed to, or been required to contribute to, any "Multiemployer Plan," as such term is defined in Section 3(37) of ERISA. (b) Each of the Company Seller Pension Plans is intended to be a qualified plan within the meaning of Section 401(a) of the Code, and neither the Company nor the Shareholders are Seller is not aware of any fact or circumstance that would adversely affect the qualified status of any such plan. (c) Each of the Company Seller Pension Plans, Company Seller Welfare Plans and other Employee Plans has been operated in compliance in all material respects with the provisions of ERISA, the Code, and all other applicable Laws. (d) Neither the Company Seller nor, to the Company's knowledge of Seller or the Shareholders' Knowledge, any trustee, fiduciary or administrator of any Company Seller Pension Plan or Company Seller Welfare Plan or any trust created thereunder, has engaged in a "prohibited transaction" as such term is defined in Section 4975 of the Code, which could subject Seller, or, to the Company knowledge of Seller or the Shareholders, any such trustee, fiduciary or administrator thereof, to the tax or penalty on prohibited transactions imposed by said Section 4975. (e) No Company Seller Pension Plan or any trust created thereunder has been terminated, nor have there been any "reportable events" for which the 30 day notice has not been waived with respect to any Company Seller Pension Plan, as that term is defined in Section 4043(b) of ERISA. (f) There are no pending pending, or, to the Company's knowledge of Seller or the Shareholders' Knowledge, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the Company Seller Pension Plans or the Company Seller Welfare Plans or any trusts related thereto.

Employee Benefit Plans and Relations. Except as disclosed in Company ------------------------------------ ------- Disclosure Schedule 5.9: -----------------------: (a) The Company does not maintain or contribute to any "employee pension benefit plan" (the "Company Pension PlansCOMPANY PENSION PLANS"), as such term is defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including any pension, profit-sharing, retirement, thrift or stock bonus plan, "employee welfare benefit plan" (the "Company Welfare PlansCOMPANY WELFARE PLANS"), as such term is defined in Section 3 of ERISA, or any other stock option plan, stock purchase plan, restricted stock plan, deferred compensation plan, severance plan, phantom stock plan, bonus plan or other similar plan, program or arrangement (collectively the "Employee PlansEMPLOYEE PLANS"). The Company has not contributed to, or been required to contribute to, any "Multiemployer PlanMULTIEMPLOYER PLAN," as such term is defined in Section 3(37) of ERISA. (b) Each of the Company Pension Plans is intended to be a qualified plan within the meaning of Section 401(a) of the CodeInternal Revenue Code of 1986, as amended (the "CODE"), and neither the Company nor the Shareholders are not aware of any fact or circumstance that would adversely affect the qualified status of any such plan. (c) Each of the Company Pension Plans, Company Welfare Plans and other Employee Plans has been operated in compliance in all material respects with the provisions of ERISA, the Code, and all other applicable Laws. (d) Neither the Company nor, to the Company's or the Shareholders' Knowledge, any trustee, fiduciary or administrator of any Company Pension Plan or Company Welfare Plan or any trust created thereunder, has engaged in a "prohibited transactionPROHIBITED TRANSACTION" as such term is defined in Section 4975 of the Code, which could subject the Company or any such trustee, fiduciary or administrator thereof, to the tax or penalty on prohibited transactions imposed by said Section 4975. (e) No Company Pension Plan or any trust created thereunder has been terminated, nor have there been any "reportable eventsREPORTABLE EVENTS" for which the 30 day notice has not been waived with respect to any Company Pension Plan, as that term is defined in Section 4043(b) of ERISA. (f) There are no pending or, to the Company's or the Shareholders' Knowledge, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the Company Pension Plans or the Company Welfare Plans or any trusts related thereto.

Employee Benefit Plans and Relations. Except as disclosed in Company ------------------------------------ ------- Disclosure Schedule 5.9: -----------------------: (a) The Company does not maintain or contribute to any "employee pension benefit plan" (the "Company Pension Plans"), as such term is defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including any pension, profit-sharing, retirement, thrift or stock bonus plan, "employee welfare benefit plan" (the "Company Welfare Plans"), as such term is defined in Section 3 of ERISA, or any other stock option plan, stock purchase plan, restricted stock plan, deferred compensation plan, severance plan, phantom stock plan, bonus plan or other similar plan, program or arrangement (collectively the "Employee Plans"). The Company has not contributed to, or been required to contribute to, any "Multiemployer Plan," as such term is defined in Section 3(37) of ERISA. (b) Each of the Company Pension Plans is intended to be a qualified plan within the meaning of Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and neither DCI and the Company nor the Shareholders are not aware of any fact or circumstance that would adversely affect the qualified status of any such plan. (c) Each of the Company Pension Plans, Company Welfare Plans and other Employee Plans has been operated in compliance in all material respects with the provisions of ERISA, the Code, and all other applicable Laws. (d) Neither the Company nor, to the Company's Knowledge of DCI or the Shareholders' KnowledgeCompany, any trustee, fiduciary or administrator of any Company Pension Plan or Company Welfare Plan or any trust created thereunder, has engaged in a "prohibited transaction" as such term is defined in Section 4975 of the Code, which could subject the Company or any such trustee, fiduciary or administrator thereof, to the tax or penalty on prohibited transactions imposed by said Section 4975. (e) No Company Pension Plan or any trust created thereunder has been terminated, nor have there been any "reportable events" for which the 30 day notice has not been waived with respect to any Company Pension Plan, as that term is defined in Section 4043(b) of ERISA. (f) There are no pending or, to the Company's Knowledge of DCI or the Shareholders' KnowledgeCompany, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the Company Pension Plans or the Company Welfare Plans or any trusts related thereto.

Employee Benefit Plans and Relations. Except as disclosed in Company ------------------------------------ ------- Seller Disclosure Schedule 5.94.9: ----------------------------------------------------- (a) The Company does not maintain Neither Seller nor any of the Seller Subsidiaries maintains or contribute contributes to any "employee pension benefit plan" (the "Company Seller Pension Plans"), as such term is defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including any pension, profit-sharing, retirement, thrift or stock bonus plan, "employee welfare benefit plan" (the "Company Seller Welfare Plans"), as such term is defined in Section 3 of ERISA, or any other stock option plan, stock purchase plan, restricted stock plan, deferred compensation plan, severance plan, phantom stock plan, bonus plan or other similar plan, program or arrangement (collectively the "Employee Plans"). The Company Neither Seller nor any of the Seller Subsidiaries has not contributed to, or been required to contribute to, any "Multiemployer Plan," as such term is defined in Section 3(37) of ERISA. (b) Each of the Company Seller Pension Plans is intended to be a qualified plan within the meaning of Section 401(a) of the Code, and neither the Company nor the Shareholders are Seller is not aware of any fact or circumstance that would adversely affect the qualified status of any such plan. (c) Each of the Company Seller Pension Plans, Company Seller Welfare Plans and other Employee Plans has been operated in compliance in all material respects with the provisions of ERISA, the Code, and all other applicable Laws. (d) Neither Seller nor any of the Company Seller Subsidiaries, nor, to the Company's knowledge of Seller or the Shareholders' Knowledge, any trustee, fiduciary or administrator of any Company Seller Pension Plan or Company Seller Welfare Plan or any trust created thereunder, has engaged in a "prohibited transaction" as such term is defined in Section 4975 of the Code, which could subject the Company Seller or any such of the Seller Subsidiaries, or, to the knowledge of Seller or the Shareholders, any trustee, fiduciary or administrator thereof, to the tax or penalty on prohibited transactions imposed by said Section 4975. (e) No Company Seller Pension Plan or any trust created thereunder has been terminated, nor have there been any "reportable events" for which the 30 day notice has not been waived with respect to any Company Seller Pension Plan, as that term is defined in Section 4043(b) of ERISA. (f) There are no pending pending, or, to the Company's knowledge of Seller or the Shareholders' Knowledge, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the Company Seller Pension Plans or the Company Seller Welfare Plans or any trusts related thereto.

Employee Benefit Plans and Relations. Except as disclosed in Company ------------------------------------ ------- Seller Disclosure Schedule 5.94.9: ----------------------------------------------------- (a) The Company Seller does not maintain or contribute to any "employee pension benefit plan" (the "Company Seller Pension Plans"), as such term is defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including any pension, profit-sharing, retirement, thrift or stock bonus plan, "employee welfare benefit plan" (the "Company Seller Welfare Plans"), as such term is defined in Section 3 of ERISA, or any other stock option plan, stock purchase plan, restricted stock plan, deferred compensation plan, severance plan, phantom stock plan, bonus plan or other similar plan, program or arrangement (collectively the "Employee Plans"). The Company Seller has not contributed to, or been required to contribute to, any "Multiemployer Plan," as such term is defined in Section 3(37) of ERISA. (b) Each of the Company Seller Pension Plans is intended to be a qualified plan within the meaning of Section 401(a) of the Code, and neither the Company nor the Shareholders are Seller is not aware of any fact or circumstance that would adversely affect the qualified status of any such plan. (c) Each of the Company Seller Pension Plans, Company Seller Welfare Plans and other Employee Plans has been operated in compliance in all material respects with the provisions of ERISA, the Code, and all other applicable Laws. (d) Neither the Company Seller, nor, to the Company's knowledge of Seller or the Shareholders' KnowledgeShareholder, any trustee, fiduciary or administrator of any Company Seller Pension Plan or Company Seller Welfare Plan or any trust created thereunder, has not engaged in a "prohibited transaction" as such term is defined in Section 4975 of the Code, which could subject Seller, or, to the Company knowledge of Seller or the Shareholder, any such trustee, fiduciary or administrator thereof, to the tax or penalty on prohibited transactions imposed by said Section 4975. (e) No Company Seller Pension Plan or any trust created thereunder has been terminated, nor have there been any "reportable events" for which the 30 day notice has not been waived with respect to any Company Seller Pension Plan, as that term is defined in Section 4043(b) of ERISA. (f) There are no pending pending, or, to the Company's knowledge of Seller or the Shareholders' KnowledgeShareholder, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the Company Seller Pension Plans or the Company Seller Welfare Plans or any trusts related thereto, other than routine claims for benefits made in the ordinary course for which plan administrative review procedures have not been exhausted.