Common use of Employee Benefit Plans; Compliance with ERISA Clause in Contracts

Employee Benefit Plans; Compliance with ERISA. EXHIBIT 2.14 contains a true, correct and complete list of all pension, profit sharing, retirement, deferred compensation, welfare, insurance, disability, bonus, vacation pay, severance pay and other similar plans, programs or agreements, and every material personnel policy, whether reduced to writing or not, relating to any persons employed by Sunset and related to the Acquired Business and maintained at any time after December 31, 1992, by Sunset or by any other member (hereinafter, "Affiliate") of a controlled group of corporations, group of trades or businesses under common control or affiliated service group which includes Sunset (as defined for purposes of Section 414(b), (c) and (m) of the Code) (collectively, the "Sunset Plans"). Sunset has made available to CACI true, correct and complete copies of all Sunset Plans that have been reduced to writing, together with all documents establishing or constituting any related trust, annuity contract, insurance contract or other funding instrument, and summaries of those that have not been reduced to writing. With respect to any "defined benefit plan," as defined in Section 3(35) of ERISA, Sunset has made available a copy of the latest annual actuarial report, and with respect to all Sunset Plans the latest Forms 5500. Neither Sunset nor any Affiliate has any obligation or other employee benefit plan liability under applicable law; nor has Sunset or any Affiliate ever been obligated to contribute to any "multi-employer plan," as defined in Section 3(37) of ERISA. Neither Sunset nor any Affiliate has incurred any "withdrawal liability" calculated under Section 4211 of ERISA and there has been no event or circumstance which would cause them to incur any such liability. Neither Sunset nor any Affiliate has ever maintained a Sunset Plan providing health or life insurance benefits to former employees (other than as required by Part 6 of Subtitle B of Title I of ERISA). No plan previously maintained by Sunset or its Affiliates which was subject to ERISA has been terminated; no proceedings to terminate any such Sunset Plan have been instituted within the meaning of Subtitle C of Title IV of ERISA; and no reportable event within the meaning of Section 4043 of said Subtitle C has occurred with respect to any such Sunset Plan, and no liability to the Pension Benefit Guaranty Corporation has been incurred. With respect to all the Sunset Plans, Sunset and every Affiliate are in material compliance with all requirements prescribed by all statutes, regulations, orders or rules currently in effect, and have in all material respects performed all obligations required to be performed by them. Neither Sunset nor any Affiliate, nor any of their directors, officers, employees or agents, nor any trustee or administrator of any trust created under the Sunset Plans, has engaged in or been a party to any "prohibited transaction" as defined in Section 4975 of the Code and Section 406 of ERISA which could subject Sunset or CACI or their Subsidiaries, affiliates, directors or employees or the Sunset Plans or the trusts relating thereto or any party dealing with any of the Sunset Plans or trusts to any tax or penalty on "prohibited transactions" imposed by Section 4975 of the Code. Neither the Sunset Plans nor the trusts created thereunder have incurred any "accumulated funding deficiency," as such term is defined in Section 412 of the Code and regulations issued thereunder, whether or not waived. Each Sunset Plan intended to qualify under Section 401(a) of the Code has been determined by the Internal Revenue Service to so qualify, and the trusts created thereunder have been determined to be exempt from tax under Section 501(a) of the Code; copies of all determination letters have been delivered to CACI; and nothing has occurred since the date of such determination letters which might cause the loss of such qualification or exemption. With respect to each Sunset Plan that is a "defined benefit plan" as defined in Section 3(35) of ERISA, the present value of the actuarial accrued liability, determined on a plan termination basis, does not exceed the fair market value of the assets held under such Sunset Plan, and there is no unpaid contribution for any Sunset Plan year ended prior to the Closing as required under Section 412 of the Code. With respect to each Sunset Plan which is a qualified profit sharing or stock bonus plan, all employer contributions accrued for plan years ending prior to the Closing under the Sunset Plan terms and applicable law have been made. There is no Action threatened or pending or that can reasonably be expected to be asserted with respect to any of the Sunset Plans or any prior plan maintained by Sunset, and there are no outstanding written requests, other than routine requests for information concerning such Sunset Plans, by participants, beneficiaries or any government agency. All of the liabilities with respect to all of the Sunset Plans are accurately reflected in Sunset's financial statements and Sunset's balance sheets included in the Sunset Reports.

Employee Benefit Plans; Compliance with ERISA. EXHIBIT 2.14 Exhibit 2.15 contains a true, correct and complete list of all pension, profit sharing, retirement, deferred compensation, welfare, insurance, disability, bonus, vacation pay, severance pay and other similar plans, programs or agreements, and every material personnel policy, whether reduced to writing or not, relating to any persons employed by Sunset and Wike xxx related to the Acquired Business and maintained at any time after December 31, 19921994, by Sunset or Wike xx by any other member (hereinafter, "Affiliate") of a controlled group of corporations, group of trades or businesses under common control or affiliated service group which includes Sunset Wike (as xx defined for purposes of Section 414(b), (c) and (m) of the Code) (collectively, the "Sunset PlansWike Xxxns"). Sunset has Wike xxx made available to CACI CROSSWALK true, correct and complete copies of all Sunset Plans Wike Xxxns that have been reduced to writing, together with all documents establishing or constituting any related trust, annuity contract, insurance contract or other funding instrument, and summaries of those that have not been reduced to writing. With respect to any "defined benefit plan," as defined in Section 3(35) of ERISA, Sunset has Wike xxx made available a copy of the latest annual actuarial report, and with respect to all Sunset Plans Wike Xxxns the latest Forms 5500. Neither Sunset nor Wike xxx any Affiliate has any obligation or other employee benefit plan liability under applicable law; nor has Sunset or Wike xx any Affiliate ever been obligated to contribute to any "multi-employer plan," as defined in Section 3(37) of ERISA. Neither Sunset nor Wike xxx any Affiliate has incurred any "withdrawal liability" calculated under Section 4211 of ERISA and there has been no event or circumstance which would cause them to incur any such liability. Neither Sunset nor Wike xxx any Affiliate has ever maintained a Sunset Plan Wike Xxxn providing health or life insurance benefits to former employees (other than as required by Part 6 of Subtitle B of Title I of ERISA). No plan previously maintained by Sunset or Wike xx its Affiliates which was subject to ERISA has been terminated; no proceedings to terminate any such Sunset Plan Wike Xxxn have been instituted within the meaning of Subtitle C of Title IV of ERISA; and no reportable event within the meaning of Section 4043 of said Subtitle C has occurred with respect to any such Sunset PlanWike Xxxn, and no liability to the Pension Benefit Guaranty Corporation has been incurred. With respect to all the Sunset PlansWike Xxxns, Sunset and Wike xxx every Affiliate are in material compliance with all requirements prescribed by all statutes, regulations, orders or rules currently in effect, and have in all material respects performed all obligations required to be performed by them. Neither Sunset nor Wike xxx any Affiliate, nor any of their directors, officers, employees or agents, nor any trustee or administrator of any trust created under the Sunset PlansWike Xxxns, has engaged in or been a party to any "prohibited transaction" as defined in Section 4975 of the Code and Section 406 of ERISA which could subject Sunset or CACI Wike xx CROSSWALK or their Subsidiaries, affiliates, directors or employees or the Sunset Plans Wike Xxxns or the trusts relating thereto or any party dealing with any of the Sunset Plans Wike Xxxns or trusts to any tax or penalty on "prohibited transactions" imposed by Section 4975 of the Code. Neither the Sunset Plans Wike Xxxns nor the trusts created thereunder have incurred any "accumulated funding deficiency," as such term is defined in Section 412 of the Code and regulations issued thereunder, whether or not waived. Each Sunset Plan intended to qualify under Section 401(a) of the Code has been determined by the Internal Revenue Service to so qualify, and the trusts created thereunder have been determined to be exempt from tax under Section 501(a) of the Code; copies of all determination letters have been delivered to CACI; and nothing has occurred since the date of such determination letters which might cause the loss of such qualification or exemption. With respect to each Sunset Plan that is a "defined benefit plan" as defined in Section 3(35) of ERISA, the present value of the actuarial accrued liability, determined on a plan termination basis, does not exceed the fair market value of the assets held under such Sunset Plan, and there is no unpaid contribution for any Sunset Plan year ended prior to the Closing as required under Section 412 of the Code. With respect to each Sunset Plan which is a qualified profit sharing or stock bonus plan, all employer contributions accrued for plan years ending prior to the Closing under the Sunset Plan terms and applicable law have been made. There is no Action threatened or pending or that can reasonably be expected to be asserted with respect to any of the Sunset Plans or any prior plan maintained by Sunset, and there are no outstanding written requests, other than routine requests for information concerning such Sunset Plans, by participants, beneficiaries or any government agency. All of the liabilities with respect to all of the Sunset Plans are accurately reflected in Sunset's financial statements and Sunset's balance sheets included in the Sunset Reports.

Employee Benefit Plans; Compliance with ERISA. EXHIBIT 2.14 2.11.1. Schedule 2.11 contains a true, correct and complete list of all pension, profit sharing, retirement, deferred compensation, welfare, insurance, disability, bonus, vacation pay, severance pay and other similar plans, programs or agreements, and every material personnel policy, whether reduced to writing or not, relating to any persons employed by Sunset and related to the Acquired Business FSB Employees and maintained at any time after December 31, 1992, by Sunset Federal or by any other member (hereinafter, "Affiliate") of a controlled group of corporations, group of trades or businesses under common control or affiliated service group which includes Sunset Federal (as defined for purposes of Section 414(b), (c) and (m) of the Code) (collectively, the "Sunset Federal Plans"). Sunset Federal has made available to CACI Sub true, correct and complete copies of all Sunset Federal Plans that have been reduced to writing, together with all documents establishing or constituting any related trust, annuity contract, insurance contract or other funding instrument, and summaries of those that have not been reduced to writing. With respect to any "defined benefit plan," as defined in Section 3(35) of ERISAall Federal Plans, Sunset Federal has made available a copy of the latest annual actuarial report, and with respect to all Sunset Plans CACI Sub the latest Forms 5500. [Neither Sunset Federal nor any Affiliate has any obligation or other employee benefit plan liability under applicable law; nor has Sunset or any Affiliate ever been obligated to contribute to any "multi-employer plan," as defined in Section 3(37) of ERISA. .] Neither Sunset Federal nor any Affiliate has incurred any "withdrawal liability" calculated under Section 4211 of ERISA and and, to Seller's Knowledge, there has been no event or circumstance which would cause them Federal to incur any such liability. Neither Sunset nor any Affiliate has ever maintained a Sunset Plan providing health or life insurance benefits to former employees (other than as required by Part 6 of Subtitle B of Title I of ERISA). No plan previously maintained by Sunset Federal or its Affiliates which was subject to ERISA has been terminated; no proceedings to terminate any such Sunset Plan plan have been instituted within the meaning of Subtitle C of Title IV of ERISA; and no reportable event within the meaning of Section 4043 of said Subtitle C has occurred with respect to any such Sunset PlanFederal Plan with respect to the FSB Employees, and no liability to the Pension Benefit Guaranty Corporation has been incurredincurred with respect to the FSB Employees. With respect to all the Sunset Federal Plans, Sunset Federal and every Affiliate are in material compliance with all requirements prescribed by all statutes, regulations, orders or rules currently in effect, and have in all material respects performed all obligations required to be performed by themthem with respect to the FSB Employees. Neither Sunset To Seller's Knowledge neither Federal nor any Affiliate, nor any of their directors, officers, employees or agents, nor any trustee or administrator of any trust created under the Sunset Federal Plans, has engaged in or been a party to any "prohibited transaction" as defined in Section 4975 of the Code and Section 406 of ERISA with respect to a Federal Plan which could subject Sunset CACI Sub or CACI or their Subsidiaries, affiliatesits Affiliates, directors or employees or the Sunset Plans CACI plans or the trusts relating thereto or any party dealing with any of the Sunset Plans CACI plans or trusts to any material tax or penalty on "prohibited transactions" imposed by Section 4975 of the Code. Neither the Sunset Federal Plans nor the trusts created thereunder have incurred any "accumulated funding deficiency," as such term is defined in Section 412 of the Code and regulations issued thereunder, whether or not waived. Each Sunset Plan intended to qualify under Section 401(a) of the Code has been determined by the Internal Revenue Service to so qualify, and the trusts created thereunder have been determined to be exempt from tax under Section 501(a) of the Code; copies of all determination letters have been delivered to CACI; and nothing has occurred since the date of such determination letters which might cause the loss of such qualification or exemption. With respect to each Sunset Plan that is a "defined benefit plan" as defined in Section 3(35) of ERISA, the present value of the actuarial accrued liability, determined on a plan termination basis, does not exceed the fair market value of the assets held under such Sunset Plan, and there is no unpaid contribution for any Sunset Plan year ended prior to the Closing as required under Section 412 of the Code. With respect to each Sunset Plan which is a qualified profit sharing or stock bonus plan, all employer contributions accrued for plan years ending prior to the Closing under the Sunset Plan terms and applicable law have been made. There is no Action threatened or pending or that can reasonably be expected to be asserted with respect to any of the Sunset Plans or any prior plan maintained by Sunset, and there are no outstanding written requests, other than routine requests for information concerning such Sunset Plans, by participants, beneficiaries or any government agency. All of the liabilities with respect to all of the Sunset Plans are accurately reflected in Sunset's financial statements and Sunset's balance sheets included in the Sunset Reports.

Employee Benefit Plans; Compliance with ERISA. EXHIBIT 2.14 2.11.1 Schedule 2.11 contains a true, correct and complete list of all pension, profit sharing, retirement, deferred compensation, welfare, insurance, insurance disability, bonus, vacation pay, severance pay and other similar plans, programs or agreements, and every material personnel policy, whether reduced to writing or not, relating to any persons employed by Sunset and related to the Acquired Business CENTECH and maintained at any time after December 31, 1992, by Sunset CENTECH or by any other member (hereinafter, "Affiliate") of a controlled group of corporations, group of trades or businesses under common control or affiliated service group which includes Sunset CENTECH (as defined for purposes of Section 414(b), (c) and (m) of the Code) (collectively, the "Sunset CENTECH Plans"). Sunset CENTECH has made available to CACI true, correct and complete copies of all Sunset CENTECH Plans that have been reduced to writing, together with all documents establishing or constituting any related trust, annuity contract, insurance contract or other funding instrument, and summaries of those that have not been reduced to writing. With respect to any "defined benefit plan," as defined in Section 3(35) of ERISAall CENTECH Plans, Sunset CENTECH has made available a copy of the latest annual actuarial report, and with respect to all Sunset Plans the latest Forms 5500. Neither Sunset CENTECH nor any Affiliate has any obligation or other employee benefit plan liability under applicable law; nor has Sunset or any Affiliate ever been obligated to contribute to any "multi-employer plan," as defined in Section 3(37) of ERISA. Neither Sunset CENTECH nor any Affiliate has incurred any "withdrawal liability" calculated under Section 4211 of ERISA and and, to the best knowledge of CENTECH, there has been no event or circumstance which would cause them to incur any such liability. Neither Sunset CENTECH nor any Affiliate has ever maintained a Sunset CENTECH Plan providing health or life insurance benefits to former employees (other than as required by Part 6 of Subtitle B of Title I of ERISA)employees. No plan previously maintained by Sunset CENTECH or its Affiliates which was subject to ERISA has been terminated; no proceedings to terminate any such Sunset Plan plan have been instituted within the meaning of Subtitle C of Title IV of ERISA; and no reportable event within the meaning of Section 4043 of said Subtitle C has occurred with respect to any such Sunset CENTECH Plan, and no liability to the Pension Benefit Guaranty Corporation has been incurred. With respect to all the Sunset CENTECH Plans, Sunset CENTECH and every Affiliate are in material compliance with all requirements prescribed by all statutes, regulations, orders or rules currently in effect, and have in all material respects performed all obligations required to be performed by them. Neither Sunset CENTECH nor any Affiliate, nor any of their directors, officers, employees or agents, nor any trustee or administrator of any trust created under the Sunset CENTECH Plans, has have engaged in or been a party to any "prohibited transaction" as defined in Section 4975 of the Code and Section 406 of ERISA which could subject Sunset CENTECH or CACI or their Subsidiaries, affiliates, directors or employees or the Sunset CENTECH Plans or the trusts relating thereto or any party dealing with any of the Sunset CENTECH Plans or trusts to any material tax or penalty on "prohibited transactions" imposed by Section 4975 of the Code. Neither the Sunset CENTECH Plans nor the trusts created thereunder have incurred any "accumulated funding deficiency," ", as such term is defined in Section 412 of the Code and regulations issued thereunder, whether or not waived. Each Sunset Plan intended to qualify under Section 401(a) of the Code has been determined by the Internal Revenue Service to so qualify, and the trusts created thereunder have been determined to be exempt from tax under Section 501(a) of the Code; copies of all determination letters have been delivered to CACI; and nothing has occurred since the date of such determination letters which might cause the loss of such qualification or exemption. With respect to each Sunset Plan that is a "defined benefit plan" as defined in Section 3(35) of ERISA, the present value of the actuarial accrued liability, determined on a plan termination basis, does not exceed the fair market value of the assets held under such Sunset Plan, and there is no unpaid contribution for any Sunset Plan year ended prior to the Closing as required under Section 412 of the Code. With respect to each Sunset Plan which is a qualified profit sharing or stock bonus plan, all employer contributions accrued for plan years ending prior to the Closing under the Sunset Plan terms and applicable law have been made. There is no Action threatened or pending or that can reasonably be expected to be asserted with respect to any of the Sunset Plans or any prior plan maintained by Sunset, and there are no outstanding written requests, other than routine requests for information concerning such Sunset Plans, by participants, beneficiaries or any government agency. All of the liabilities with respect to all of the Sunset Plans are accurately reflected in Sunset's financial statements and Sunset's balance sheets included in the Sunset Reports.