Common use of Employee Benefit Plans and Similar Arrangements Clause in Contracts

Employee Benefit Plans and Similar Arrangements. (a) Disclosure Schedule 3.14(a) lists all employee benefit plans and other similar arrangements to which Sellers are or ever have been a party or by which Seller are or ever have been bound, legally or otherwise, including, without limitation, (i) any profit-sharing, deferred compensation, bonus, stock option, stock purchase, pension, retainer, consulting, retirement, severance, welfare or incentive plan, agreement or arrangement, (ii) any plan, agreement or arrangement providing for "fringe benefits" or perquisites to employees, officers, directors or agents, including but not limited to benefits relating to Seller automobiles, clubs, vacation, child care, parenting, sabbatical, sick leave, medical, dental, hospitalization, life insurance and other types of insurance, and (iii) any other "employee benefit plan" (within the meaning of Section 3(3) of ERISA). (b) Sellers have delivered to Buyer true and complete copies of all documents and summary plan descriptions with respect to such plans, agreement and arrangements, or summary descriptions of any such plans, agreements or arrangements not otherwise in writing. (c) There are no negotiations, demands or proposals that are pending or have been made which concern matters now covered, or that would be covered, by plans, agreements or arrangements of the type described in this section. (d) Sellers are in full compliance with the applicable provisions of ERISA (as amended through the date of this Agreement), the regulations and published authorities thereunder, and all other Legal Requirements applicable with respect to all such employee benefit plans, agreements and arrangements. Sellers have performed all their obligations under all such plans, agreements and arrangements including, but not limited to, the full payment when due of all amounts required to be made as contributions thereto or otherwise. To the best Knowledge of Sellers, there are no actions, suits or claims (other than routine claims for benefits) pending or Threatened against such plans or their assets, or arising out of such plans, agreements or arrangements, and, to the best Knowledge of Sellers, no facts exist which could give rise to any such actions, suits or claims. (e) With respect to each such plan which is an "employee benefit plan" (within the meaning of Section 3(3) of ERISA) or a "Plan" (within the meaning of Section 4975(e)(1) of the Code), there has occurred no transaction prohibited by Section 406 of ERISA and no "prohibited transaction" within the meaning of Section 4975(c) of the Code). (f) All group health plans of Sellers and any ERISA Affiliate have been operated in compliance with the group health plan continuation coverage requirements of Part 6 Subtitle B of Title I of ERISA and 4980B of the Code to the extent such requirements are applicable. Except to the extent required under Section 4980B of the Code, Sellers do not provide health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employees. (g) There has been no act or omission by Sellers or any ERISA Affiliate that has given rise to or any give rise to fines, penalties, taxes, or related changes under Section 502(c), or Section 4071 of ERISA or Chapter 43 of the Code.

Employee Benefit Plans and Similar Arrangements. (aA) The Disclosure Schedule 3.14(a) lists all employee benefit plans and other similar arrangements Employee Benefit Plans to which Sellers are the Company or ever have been any Subsidiary is a party or by which Seller are or ever have been any of them is bound, legally or otherwise, including, without limitation, (i) any profit-sharing, deferred compensation, bonus, stock option, stock purchase, pension, retainer, consulting, retirement, severance, welfare or incentive plan, agreement or arrangement, (ii) any plan, agreement or arrangement providing for "fringe benefits" or perquisites to employees, officers, directors or agents, including but not limited to benefits relating to Seller automobiles, clubs, vacation, child care, parenting, sabbatical, sick leave, medical, dental, hospitalization, life insurance and other types of insurance, and (iii) any other "employee benefit plan" (within the meaning of Section 3(3) of ERISA). (bB) Sellers have delivered The Company has provided to Buyer Buyer, with respect to all Employee Benefit Plans, true and complete copies of of: all documents documents, including plan documents, related trust agreements, annuity contracts and other funding instruments and summary plan descriptions with respect to such plans, agreement and arrangements, or summary descriptions of any such plans, agreements or arrangements not otherwise in writingdescriptions. (cC) There are no negotiations, demands or proposals that are pending or have been made which concern matters now covered, or that would be covered, by plans, agreements or arrangements of the type described in this sectionany Employee Benefit Plan. (dD) Sellers The Company and all of the Subsidiaries are in full compliance with ompliance with, and have no direct or indirect Liability under, the applicable provisions of ERISA (as amended through the date of this Agreement), the regulations and published authorities thereunder, Code and all the other Legal Requirements Laws applicable to the Employee Benefit Plans, which has not been reserved for or is not reflected in the Company's March 31, 1995 audited financial statements. The Company and all of its Subsidiaries that are subject to the regulatory authorities of other countries with respect to Employee Benefit Plans are in compliance with the provisions of applicable Laws. The Company and all such employee benefit plans, agreements and arrangements. Sellers of its Subsidiaries have performed all of their obligations under all such plans, agreements and arrangements Employee Benefit Plans including, but not limited to, the full payment when due of all amounts required to be made as contributions thereto or otherwise. To the best Knowledge of SellersThere is no action, there are no actionssuit, suits or claims claim (other than routine claims for benefits) pending or Threatened against such plans or their assetsagainst, or arising out of such plans, agreements or arrangements, and, with respect to the best Knowledge of Sellers, any Employee Benefit Plan. There are no facts exist which would give rise to or could give rise to any such actionsaction, suits suit, grievance, arbitration or claimsother manner of litigation, or claim with respect to any Employee Benefit Plan, which would give rise to a Liability of the Company or any Subsidiary. (eE) With respect Subject to applicable Law, each such plan which is an "employee benefit plan" (within the meaning of Section 3(3) of ERISA) or a "Plan" (within the meaning of Section 4975(e)(1) of the Code)Employee Benefit Plans can be terminated by the Company or by the relevant Subsidiary within a period of 30 days, there without payment of any additional compensation or amount, and without the acceleration or, except in the case of a Pension Plan, the additional vesting of any such benefits. (F) There has occurred no transaction prohibited by Section 406 of ERISA and no or "prohibited transaction" (within the meaning of Section 4975(c) of the Code)) with respect to any Employee Benefit Plan. (fG) All group health plans of Sellers and notices required by ERISA, or the Code or any ERISA Affiliate Law with respect to each Employee Benefit Plan have been operated in compliance appropriately given. (H) All contributions with respect to each Employee Benefit Plan for all periods ending prior to the group health plan continuation coverage requirements of Part 6 Subtitle B of Title I of ERISA and 4980B Closing Date (including periods from the first day of the Code current plan year to the Closing Date) will be made prior to the Closing Date to the extent such requirements are applicable. Except to due by the extent required under Section 4980B Company and all members of the Codecontrolled group in accordance with past practice and, Sellers do not provide health or welfare benefits (through if applicable, the purchase of insurance or otherwise) for any retired or former employeesrecommended contribution in the applicable actuarial report. (gI) There All insurance premiums (including premiums to the Pension Benefit Guaranty Corporation ("PBGC")) have been paid in full, subject only to normal retrospective adjustments in the ordinary course, with regard to the Employee Benefit Plans for policy years or other applicable policy periods ending on or before the Closing Date. (J) Neither the Company nor any of its directors, officers, employees or any other fiduciary has any liability for failure to comply with ERISA or the Code for any action or failure to act in connection with the administration or investment of any Employee Benefit Plan. (K) To the extent applicable, with respect to each Employee Benefit Plan, true, correct and complete copies of the most recent (1) determination letter and any outstanding request for a determination letter, including application materials; (2) Form 5500 Annual Reports filed in each of the most recent three plan years, including, but not limited to, all schedules thereto and financial statements with attached opinions of independent accountants, and related Summary Annual Reports; (3) Form 5310 and any related filings with the PBGC and with respect to the last six plan years for each Employee Benefit Plan subject to Title IV of ERISA; (4) ruling letter and any outstanding request for a ruling letter with respect to the tax-exempt status of any voluntary employees' beneficiary association ("VEBA") which is implementing such Plan; (5) general notification to employees of their rights under Code Section 4980B and form of letter(s) distributed upon the occurrence of a qualifying event described in Code Section 4980B, in the case of an Employee Benefit Plan that is a "group health plan" as defined in Code Section 5001(b)(1); and (6) statement of changes in fund balances and in financial position or the statement of changes in net assets available for benefits under each Employee Benefit Plan for the most recently ended plan year have been delivered to Buyer. Each such report, notice or letter described herein has been no act or omission by Sellers or any ERISA Affiliate that has given rise timely filed and distributed. (L) All expenses and Liabilities relating to or any give rise to fines, penalties, taxes, or related changes under Section 502(c), or Section 4071 of ERISA or Chapter 43 each of the CodeEmployee Benefit Plans described have been, and will on the Closing Date be, fully and properly accrued on the Company's books and records and the Company's financial statements reflect all of such Liabilities in a manner satisfying the requirements of Financial Accounting Standards 87 and 88. (M) No Pension Plan has been the subject of a reportable event (as defined in ERISA Section 4043) as to which a notice would be required to be filed with the PBGC.

Employee Benefit Plans and Similar Arrangements. (ai) Disclosure Schedule 3.14(a) 4.19 lists all employee benefit plans and other similar arrangements to which Sellers are or ever have been a party or by which Seller they are or ever have been bound, legally or otherwise, including, without limitation, (ia) any profit-sharing, deferred compensation, bonus, stock option, stock purchase, pension, retainer, consulting, retirement, severance, welfare or incentive plan, agreement or arrangement, (iib) any plan, agreement or arrangement providing for "fringe benefits" or perquisites to employees, officers, directors or agents, including but not limited to benefits relating to Seller any automobiles, clubs, vacation, child care, parenting, sabbatical, sick leave, medical, dental, hospitalization, life insurance and other types of insurance, and (iiic) any other "employee benefit plan" (within the meaning of Section 3(3) of ERISA). (bii) To the Best Knowledge of Sellers have delivered to Buyer true and complete copies of all documents and summary plan descriptions with respect to such plans, agreement and arrangements, or summary descriptions of any such plans, agreements or arrangements not otherwise in writing. the Indemnifying Shareholders: (c) There are no negotiations, demands or proposals that are pending or have been made which concern matters now covered, or that would be covered, by plans, agreements or arrangements of the type described in this section. (dA) Sellers are in full compliance with the applicable provisions of ERISA (as amended through the date of this Agreement), the regulations and published authorities thereunder, and all other Legal Requirements applicable with respect to all such employee benefit plans, agreements and arrangements. ; (B) Sellers have performed all of their obligations under all such plans, agreements and arrangements including, but not limited to, the full payment when due of all amounts required to be made as contributions thereto or otherwise. To the best Knowledge of Sellers, ; and (C) there are no actions, suits or claims (other than routine claims for benefits) pending or Threatened or, to the knowledge of Sellers, threatened against such plans or their assets, or arising out of such plans, agreements or arrangements, and, to the best Knowledge of Sellers, and no facts exist which could give rise to any such actions, suits or claimsclaims that might have a material adverse effect on such plans, agreements or arrangements. (eiii) With respect to Except as specified in Schedule 4.19, each such plan which is an "employee benefit plan" (within the meaning of Section 3(3) of ERISA) or a "Plan" (within the meaning of Section 4975(e)(1) of the Code)plans, there has occurred no transaction prohibited by Section 406 of ERISA and no "prohibited transaction" within the meaning of Section 4975(c) of the Code). (f) All group health plans of Sellers and any ERISA Affiliate have been operated in compliance with the group health plan continuation coverage requirements of Part 6 Subtitle B of Title I of ERISA and 4980B of the Code to the extent such requirements are applicable. Except to the extent required under Section 4980B of the Code, Sellers do not provide health agreements or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employees. (g) There has been no act or omission arrangements can be terminated by Sellers within a period of 30 days, without payment of any additional compensation or amount or the additional vesting or acceleration of any ERISA Affiliate that has given rise to or any give rise to fines, penalties, taxes, or related changes under Section 502(c), or Section 4071 of ERISA or Chapter 43 of the Codesuch benefits.

Employee Benefit Plans and Similar Arrangements. (a1) Seller does not have any ERISA Affiliates. Except as set forth in SECTION 2.15 of the Seller Disclosure Schedule 3.14(a) lists all Schedule, Seller has no employee benefit plans and other similar arrangements plan, whether written or unwritten, to which Sellers are Seller or ever have any ERISA Affiliate is or during the last five years has been a party or by which Seller are any of them is or ever have during the last five years has been bound, legally or otherwise, including, without limitation, (i) any profit-sharing, deferred compensation, bonus, stock option, stock purchase, pension, retainer, consulting, retirement, severance, welfare or incentive plan, agreement or arrangement, (ii) any plan, agreement or arrangement providing for "fringe benefits" or perquisites to employees, officers, directors or agents, including but not limited to benefits relating to Seller company automobiles, clubs, vacation, child care, parenting, sabbatical, sick leave, medical, dental, hospitalization, life insurance and other types of insurance, and or (iii) any other "employee benefit plan" (within the meaning of Section 3(3) of ERISA). (b2) Sellers have Seller has delivered to Buyer true and complete copies of all documents and summary plan descriptions with respect to such plans, agreement agreements and arrangements, or summary descriptions of any such plans, agreements or arrangements not otherwise in writing. (c3) There are no negotiations, demands or proposals that are pending or have been made which concern matters now covered, or that would be covered, by plans, agreements or arrangements of the type described in this section. (d4) Sellers are Seller is in full compliance in all material respects with the applicable provisions of ERISA (as amended through the date of this Agreement), the regulations and published authorities thereunder, and all other Legal Requirements Laws applicable with respect to all such employee benefit plans, agreements and arrangements. Sellers have Seller has performed in all their material respects all of its obligations under all such plans, agreements and arrangements includingand all such plans, but not limited to, the full payment when due of agreements and arrangements have been operated in all amounts required to be made as contributions thereto or otherwisematerial respects in compliance with their terms. To the best Knowledge of SellersSeller, there are no actions, suits or claims Actions (other than routine claims for benefits) pending or Threatened threatened against such plans or their assets, or arising out of such plans, agreements or arrangements, and, to the best Knowledge of SellersSeller, no facts exist which could give rise to any such actions, suits or claimsActions. (e5) With respect to All obligations of Seller under each such plan which is an "employee benefit plan" agreement and arrangement (within i) that are due before the meaning of Section 3(3Closing Date have been paid or will be paid before that time and (ii) of ERISA) or a "Plan" (within that have accrued before the meaning of Section 4975(e)(1) of the Code), there has occurred no transaction prohibited by Section 406 of ERISA and no "prohibited transaction" within the meaning of Section 4975(c) of the Code)Closing Date have been properly accrued. (f6) All group health plans of Sellers and any ERISA Affiliate have been operated in compliance with the group health plan continuation coverage requirements of Part 6 Subtitle B of Title I of ERISA and 4980B of the Code Seller may (except to the extent prohibited by Law) in any manner and without the consent of any employee, beneficiary or dependent, employees' organization or other person, terminate, modify or amend each such requirements are applicable. plan or arrangement (or its participation therein) effective as of any date before, on or after the Closing Date. (7) Except as disclosed in SECTION 2.15 of the Seller Disclosure Schedule, the consummation, announcement or other action relating to the extent required under Section 4980B transactions contemplated by this Agreement will not (either alone or upon the occurrence of the Code, Sellers do not provide health any additional or welfare benefits further acts or events) result in any (through the purchase i) payment (whether of insurance severance pay or otherwise) for becoming due from Seller to any retired officer, employee, former employee, director, or former employees. (g) There has been no act director thereof or omission by Sellers to the trustee under any "rabbi trust" or any ERISA Affiliate that has given rise to or any give rise to fines, penalties, taxessimilar arrangement, or related changes (ii) benefit under Section 502(c)any such plan or arrangement being established, accelerated, vested or Section 4071 of ERISA or Chapter 43 of the Codepayable.

Employee Benefit Plans and Similar Arrangements. (ai) Section 3.17 of the Disclosure Schedule 3.14(a) lists all employee benefit, compensation and fringe benefit plans and other similar arrangements to which Sellers are or ever have been a party or by which Seller are or ever have been boundarrangements, legally or otherwise, including, including without limitation, (i) any profit-sharing, deferred compensation, bonus, stock option, stock purchase, pension, retainer, consulting, retirement, severance, welfare or incentive plan, agreement or arrangement, (ii) any plan, agreement or arrangement providing for "fringe benefits" or perquisites to employees, officers, directors or agents, including but not limited to benefits relating to Seller automobiles, clubs, vacation, child care, parenting, sabbatical, sick leave, medical, dental, hospitalization, life insurance and other types of insurance, and (iii) any other "“employee benefit plan" ” (within the meaning of Section 3(3) of ERISA)) to which Seller is or ever has been a party or by which Seller is or ever has been bound, legally or otherwise. (bii) Sellers have To the Knowledge of Seller, Seller has delivered to Buyer true and complete copies of all documents and summary plan descriptions with respect to such plans, agreement agreements and arrangements, or summary descriptions of any such plans, agreements or arrangements not otherwise in writing. (ciii) There are no negotiations, demands or proposals that are pending or have been made which concern matters now covered, or that would be covered, by plans, agreements or arrangements of the type described in this section. (div) Sellers Seller and each trade or business (whether or not incorporated) that is a member of a group of which Seller is a member and which is under common control within the meaning of Section 414(b) and (c) of the Code (“ERISA Affiliate”) are in full material compliance with the applicable provisions of ERISA (as amended through the date of this Agreement), the regulations and published authorities thereunder, and all other Legal Requirements Laws applicable with respect to all such employee benefit plans, agreements and arrangementsarrangements and to all group health plans of any ERISA Affiliate. Sellers Seller and its respective ERISA Affiliates have performed all their material obligations under all such plans, agreements and arrangements including, but not limited to, the full payment when due of all amounts required to be made as contributions thereto or otherwisearrangements. To the best Knowledge of Sellers, there There are no actions, suits or claims Actions (other than routine claims for benefits) pending or Threatened or, to Seller’s Knowledge, threatened against such plans or their assets, or arising out of such plans, agreements or arrangements, and, to the best Knowledge of SellersSeller, no facts exist which could give rise to any such actions, suits Actions that would have a material adverse effect on the GCI Business or claimsthe Purchased Assets. (e) With respect to each such plan which is an "employee benefit plan" (within the meaning of Section 3(3) of ERISA) or a "Plan" (within the meaning of Section 4975(e)(1) of the Code), there has occurred no transaction prohibited by Section 406 of ERISA and no "prohibited transaction" within the meaning of Section 4975(c) of the Code). (f) All group health plans of Sellers and any ERISA Affiliate have been operated in compliance with the group health plan continuation coverage requirements of Part 6 Subtitle B of Title I of ERISA and 4980B of the Code to the extent such requirements are applicable. Except to the extent required under Section 4980B of the Code, Sellers do not provide health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employees. (g) There has been no act or omission by Sellers or any ERISA Affiliate that has given rise to or any give rise to fines, penalties, taxes, or related changes under Section 502(c), or Section 4071 of ERISA or Chapter 43 of the Code.

Employee Benefit Plans and Similar Arrangements. (a1) Disclosure Schedule 3.14(a4.21(a) lists all employee benefit plans and other similar or arrangements to which Sellers are or ever have been either Seller is a party or by which Seller are or ever have been either of them is bound, legally or otherwise, including, without limitation, : (i) any profit-sharing, compensation, deferred compensation, bonus, stock option, stock purchase, pension, retainer, consulting, retirement, supplemental retirement, severance, welfare or incentive plan, agreement or arrangement, ; (ii) any plan, agreement agreement, arrangement or arrangement policy providing for "fringe benefits" or perquisites to employees, officers, directors or agents, including but not limited to benefits relating to Seller company automobiles, clubs, vacation, child care, parenting, sabbatical, sick leave, medical, dental, hospitalization, life insurance and other types of insurance, ; and (iii) any other "employee benefit plan" (within the meaning of Section 3(3) of ERISA. (All such plans, agreements, arrangements, perquisites and policies being hereinafter collectively referred to as the "Employee Benefit Plans" and singly an "Employee Benefit Plan".). (b2) The Sellers have delivered to Buyer the Buyer: (i) true and complete copies of all documents and summary plan descriptions with respect to such plans, agreement and arrangements, the Employee Benefit Plans or summary descriptions of any such plans, agreements or arrangements plans not otherwise in writing; and (ii) for each such Employee Benefit Plan, if applicable, copies of the Form 5500, if any, filed in the three most recently completed plan years, including, but not limited to, all schedules thereto and financial statements with attached opinions of independent accountants. (c3) There are no negotiations, demands or proposals that are pending or have been made which concern matters now covered, or that would be covered, by plans, agreements or arrangements of the type described in this sectionany Employee Benefit Plan. (d4) The Sellers are have complied in full compliance all material respects with the applicable provisions of ERISA (as amended through the date of this Agreement), the regulations and published authorities thereunder, and all other Legal Requirements laws applicable with respect to all such employee benefit plans, agreements and arrangementseach Employee Benefit Plan. The Sellers have performed in all material respects all of their obligations under all such plans, agreements and arrangements each Employee Benefit Plan including, but not limited to, the full payment when due of all amounts required to be made as contributions thereto or otherwise. To the best Knowledge knowledge of the Sellers, there are no actions, suits or claims (other than routine claims for benefits) pending or Threatened threatened against such plans any Employee Benefit Plan or their its assets, or arising out of such plans, agreements or arrangementsany Employee Benefit Plan, and, to the best Knowledge knowledge of the Sellers, no facts exist which that could give rise to any liability in the event of such actions, suits or claims. Each Employee Benefit Plan has been duly authorized by the Board of Directors of the appropriate company. (e5) Except as specified in Schedule 4.21(a), each of the Employee Benefit Plans can be terminated by the Sellers within a period of 30 days, without payment of any additional compensation or amount or the additional vesting or acceleration of any such benefits. (6) With respect to each such plan which Employee Benefit Plan that is an "employee benefit plan" (within the meaning of Section 3(3) of ERISA) ERISA or a "Plan" (within the meaning of Section 4975(e)(1) of the Code), there has occurred no transaction prohibited by Section 406 of ERISA and no "prohibited transaction" within the meaning of Section 4975(c) of the Code). (f) All group health plans of Sellers and any ERISA Affiliate have been operated in compliance with the group health plan continuation coverage requirements of Part 6 Subtitle B of Title I of ERISA and 4980B of the Code to the extent such requirements are applicable. Except to the extent required under Section 4980B of the Code, Sellers do not provide health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employees. (g) There has been no act or omission by Sellers or any ERISA Affiliate that has given rise to or any give rise to fines, penalties, taxes, or related changes under Section 502(c), or Section 4071 of ERISA or Chapter 43 of the Code.

Employee Benefit Plans and Similar Arrangements. (ai) Seller has no ERISA Affiliates. Except as set forth in SECTION 2.21 of the Seller Disclosure Schedule 3.14(a) lists all Schedule, Seller has no employee benefit plans and other similar arrangements plan, whether written or unwritten, to which Sellers are Seller or ever have any ERISA Affiliate is or during the last five years has been a party or by which Seller are any of them is or ever have during the last five years has been bound, legally or otherwise, including, without limitation, including (i) any profit-sharing, deferred compensation, bonus, stock option, stock purchase, pension, retainer, consulting, retirement, severance, welfare or incentive plan, agreement or arrangement, (ii) any plan, agreement or arrangement providing for "fringe benefits" or perquisites to employees, officers, directors or agents, including but not limited to benefits relating to Seller company automobiles, clubs, vacation, child care, parenting, sabbatical, sick leave, medical, dental, hospitalization, life insurance and other types of insurance, and insurance or (iii) any other "employee benefit plan" (within the meaning of Section 3(3) of ERISA). (bii) Sellers have Seller has delivered to Buyer true and complete copies of all documents and summary plan descriptions with respect to such plans, agreement agreements and arrangements, or summary descriptions of any such plans, agreements or arrangements not otherwise in writing. (ciii) There are no negotiations, demands or proposals that are pending or have been made which that concern matters now covered, or that would be covered, by plans, agreements or arrangements of the type described in this sectionSection. (div) Sellers are Seller is in full compliance in all material respects with the applicable provisions of ERISA (as amended through the date of this Agreement), the regulations and published authorities thereunder, thereunder and all other Laws and Legal Requirements applicable with respect to all such employee benefit plans, agreements and arrangements. Sellers have Seller has performed in all their material respects all of its obligations under all such plans, agreements and arrangements, and all such plans, agreements and arrangements including, but not limited to, the full payment when due of have been operated in all amounts required to be made as contributions thereto or otherwisematerial respects in compliance with their terms. To the best Knowledge of SellersSeller, there are no actions, suits or claims Actions (other than routine claims for benefits) pending or Threatened threatened against such plans or their assets, or arising out of such plans, agreements or arrangements, and, to the best Knowledge of SellersSeller, no facts exist which could give rise to any such actions, suits or claimsActions. (ev) With respect to All obligations of Seller under each such plan which is an "employee benefit plan" agreement and arrangement (within i) that are due before the meaning of Section 3(3Closing Date have been paid or will be paid before that time and (ii) of ERISA) or a "Plan" (within that have accrued before the meaning of Section 4975(e)(1) of the Code), there has occurred no transaction prohibited by Section 406 of ERISA and no "prohibited transaction" within the meaning of Section 4975(c) of the Code)Closing Date have been properly accrued. (fvi) All group health plans of Sellers and any ERISA Affiliate have been operated in compliance with the group health plan continuation coverage requirements of Part 6 Subtitle B of Title I of ERISA and 4980B of the Code Seller may (except to the extent prohibited by Law) in any manner and without the consent of any employee, beneficiary or dependent, employees' organization or other person, terminate, modify or amend each such requirements are applicable. plan or arrangement (or its participation therein) effective as of any date before, on or after the Closing Date. (vii) Except as disclosed in SECTION 2.21 of the Seller Disclosure Schedule, the consummation, announcement or other action relating to the extent required under Section 4980B transactions contemplated by this Agreement will not (either alone or upon the occurrence of the Code, Sellers do not provide health any additional or welfare benefits further acts or events) result in any (through the purchase i) payment (whether of insurance severance pay or otherwise) for becoming due from Seller to any retired officer, employee, former employee, director or former employeesdirector thereof or to the trustee under any "rabbi trust" or similar arrangement or (ii) benefit under any such plan or arrangement being established, accelerated, vested or payable. (g) There has been no act or omission by Sellers or any ERISA Affiliate that has given rise to or any give rise to fines, penalties, taxes, or related changes under Section 502(c), or Section 4071 of ERISA or Chapter 43 of the Code.