Common use of Employee Benefit Plans; Employment Agreements Clause in Contracts

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a) of the Company Disclosure Schedule lists all employee pension plans (as defined in Section 3(2) of ERISA), all employee welfare plans (as defined in Section 3(1) of ERISA) and all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, current employee, officer or consultant (or any of their beneficiaries) of the Company or any other entity (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 of the Code or Section 4001 of ERISA, or any subsidiary of the Company, as well as each plan with respect to which the Company or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA or Section 412 of the Code (together, the "Employee Plans"). There have been made available or will be made available no later than 20 business days after the date hereof to Parent copies of (i) each such written Employee Plan and all related trust agreements, insurance and other contracts (including policies), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.11, the term "material," when used with respect to (i) any Employee Plan, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $5,000,000 with respect to such Employee Plan, and (ii) any liability, obligation, breach or non-compliance, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliance.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a2.11 (a) of the Company Disclosure Schedule lists all employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all employee welfare plans (as defined in Section 3(1) of ERISA) , and all other material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, and any employment, executive compensation, consulting or severance agreements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, any current or former employee, officer or director (including any beneficiary of any such employee) of, or any current or former consultant (including any beneficiary of any such consultant) to, the Company, any trade or any of their beneficiaries) of the Company or any other entity business (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 of the Code or Section 4001 of ERISACode, or any subsidiary of the CompanyCompany under which the Company currently has a liability, as well as each plan with respect to which the Company or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA or Section 412 of the Code (togetherall such plans, practices and programs are referred to as the "Company Employee Plans"). There have The Parent has been made available or will be made available no later than 20 business days after the date hereof to Parent provided true and correct copies of (i) each such written Company Employee Plan and all related trust agreements, insurance and (other contracts (including policiesthan those referred to in Section 4(b)(4) of ERISA), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the three (3) most recent three annual reports report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iii) the three (3) most recent actuarial valuation for each Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.11evaluations or assessments, the term "material," when used with respect to (i) any Employee Planif any, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $5,000,000 with respect to such Employee Plan, and (ii) any liability, obligation, breach or non-compliance, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 prepared with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-complianceCompany Employee Plan.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a) of the Company The Parent's Disclosure Schedule lists all employee pension benefit plans (as defined in Section 3(2) of ERISA), all employee welfare plans (as defined in Section 3(1) of ERISA) and all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, and any current or former employment or executive compensation or severance agreements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, current employee, officer or consultant (or any of their beneficiaries) employee of the Company Parent, any trade or any other entity business (whether or not incorporated) which is a member of a controlled group including the Company Parent or which is under common control with the Company Parent (an a "Parent ERISA Affiliate") within the meaning of Section section 414 of the Code or Section 4001 of ERISA, or any subsidiary of the CompanyCode, as well as each plan with respect to which the Company Parent or an a Parent ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were was terminated) or Section 4212(c) of ERISA or Section 412 of the Code (together, the "Employee Parent Benefit Plans"), excluding former agreements under which the Parent has no remaining obligations. There Copies of each of the following, to the extent applicable, have been made available or will be made available no later than 20 business days after to the date hereof Company with respect to each Parent copies of Benefit Plan: the most recent annual report (iForm 5500) each such written Employee Plan and all related filed with the IRS, the plan document, the trust agreements, insurance and other contracts (including policies)agreement, the most recent summary plan descriptionsdescription if required by ERISA, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Employee Plan required to make such a filing, and (iii) the most recent actuarial report or valuation for relating to each Employee Benefit Plan subject to Title IV of ERISA. For purposes of this Section 3.11, the term "material," when used with respect to (i) any Employee Plan, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $5,000,000 with respect to such Employee Plan, and (ii) any liability, obligation, breach or non-compliance, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 most recent determination letter issued by the IRS with respect to any one such or series Benefit Plan intended to be qualified under section 401 of related liabilities, obligations, breaches, defaults, violations or instances of non-compliancethe Code.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a) of the Company The Company's Disclosure Schedule lists all employee pension benefit plans (as defined in Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), all employee welfare plans (as defined in Section 3(1) of ERISA) and all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, and any current or former employment or executive compensation or severance agreements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, current employee, officer or consultant (or any of their beneficiaries) employee of the Company Company, any trade or any other entity business (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an a "Company ERISA Affiliate") within the meaning of Section section 414 of the Code or Section 4001 of ERISA, or any subsidiary of the CompanyCode, as well as each plan with respect to which the Company or an a Company ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were was terminated) or Section 4212(c) of ERISA or Section 412 of the Code (together, the "Employee Benefit Plans"), excluding former agreements under which the Company has no remaining obligations. There Copies of each of the following, to the extent applicable, have been made available or will be made available no later than 20 business days after the date hereof to Parent copies of with respect to each Benefit Plan: the most recent annual report (iForm 5500) each such written Employee Plan and all related filed with the Internal Revenue Service (the "IRS"), the plan document, the trust agreements, insurance and other contracts (including policies)agreement, the most recent summary plan descriptionsdescription if required by ERISA, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Employee Plan required to make such a filing, and (iii) the most recent actuarial report or valuation for relating to each Employee Benefit Plan subject to Title IV of ERISA. For purposes of this Section 3.11, the term "material," when used with respect to (i) any Employee Plan, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $5,000,000 with respect to such Employee Plan, and (ii) any liability, obligation, breach or non-compliance, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 most recent determination letter issued by the IRS with respect to any one such or series Benefit Plan intended to be qualified under section 401 of related liabilities, obligations, breaches, defaults, violations or instances of non-compliancethe Code.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(aSECTION 3.11.(a) of the Company Disclosure Schedule lists all employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all material employee welfare plans (as defined in Section 3(1) of ERISA) and all other material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, and any material employment, executive compensation, consulting or severance agreements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, current employee, officer any employee of or consultant (to the Company, any trade or any of their beneficiaries) of the Company or any other entity business (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 of the Code or Section 4001 of ERISACode, or any subsidiary of the CompanyCompany Subsidiary, as well as each plan with respect to which the Company or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA or Section 412 of the Code (together, collectively the "Company Employee Plans"). There have been made available or will be made available no later than 20 business days after the date hereof to Parent copies of (i) each such written Company Employee Plan and all related trust agreements, insurance and (other contracts (including policiesthan those referred to in Section 4(b)(4) of ERISA), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Company Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.11SECTION 3.11.(a), the term "material," when used with respect to (i) any Company Employee Plan, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an annual amount exceeding $5,000,000 500,000 with respect to such Company Employee Plan, and (ii) any liability, obligation, breach or non-compliance, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliance.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a2.11(a) of the Company Disclosure Schedule lists all employee pension benefit plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all employee welfare benefit plans (as defined in Section 3(1) of ERISA) ), and all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, and any employment, executive compensation or severance agreements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, any former or current employee, officer or consultant (or any of their beneficiaries) of the Company or any other entity (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an a "Company ERISA Affiliate") within the meaning of Section 414 Sections 414(b), (c), (m) or (o) of the Code or Section 4001 4001(a) (14) or (b) of ERISA, or any subsidiary of the Company, as well as each plan with respect to which the Company or an any Company ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) Title IV of ERISA or Section 412 of the Code (togethertogether for the purposes of this Section 2.11, the "Company Employee Plans"). There have been made available or will be made available no later than 20 business days after Prior to the date hereof of this Agreement, the Company has provided to Parent GT copies of (i) each such written Company Employee Plan (or a written description of any Company Employee Plan which is not written) and all related trust agreements, insurance and other contracts (including policies), the most recent summary plan descriptions, and summaries along with a summary of material modifications and communications distributed to plan participants, since the most recent summary plan descriptionsthereto, (ii) the three most recent three annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Company Employee Plan subject to Title IV of ERISA. For purposes , (iv) all correspondence with the Department of this Section 3.11, the term "material," when used Labor with respect to (i) any each Company Employee Plan, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $5,000,000 with respect to such Employee Plan, Plan filing and (iiv) any liabilitythe most recent favorable determination letters issued for each Company Employee Plan and related trust which is subject to Parts 1, obligation2 and 4 of Subtitle B of Title I of ERISA (and, breach or non-complianceif an application for such determination is pending, shall mean that a copy of the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one application for such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliancedetermination).

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a2.11 (a) of the Company Disclosure Schedule lists all employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all material employee welfare plans (as defined in Section 3(1) of ERISA) ), and all other material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, any current employeeor former employees of or consultants to the Company, officer any trade or consultant (or any of their beneficiaries) of the Company or any other entity business (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an a "COMPANY ERISA AffiliateAFFILIATE") within the meaning of Section 414 of the Code or Section 4001 of ERISACode, or any subsidiary of the Company, as well as each plan with respect to which the Company or an a Company ERISA Affiliate could would incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA or Section 412 of the Code (togetherall such plans, practices and programs are referred to as the "Employee PlansCOMPANY 14- EMPLOYEE PLANS"). There To the extent requested by Parent, there have been made available or will be made available no later than 20 business days after the date hereof to Parent copies of (i) each such written Company Employee Plan and all related trust agreements, insurance and (other contracts (including policiesthan those referred to in Section 4(b)(4) of ERISA), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Company Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.112.11 (a), the term "material," when used with respect to (i) any Company Employee Plan, shall mean that the Company or an a Company ERISA Affiliate has incurred or may reasonably be expected to incur obligations in an annual amount exceeding $5,000,000 100,000 with respect to such Company Employee Plan, and (ii) any liability, obligation, breach or non-compliance, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliance.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a) of the Company Parent Disclosure Schedule lists as of the date hereof all employee pension plans (as defined in Section 3(2) of ERISA), all material employee welfare plans plans, (as defined in Section 3(1) of ERISA) and all other material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, any current employeeor former employees of or consultants to Parent, officer any trade or consultant (or any of their beneficiaries) of the Company or any other entity business (whether or not incorporated) which is a member of a controlled group including the Company Parent or which is under common control with the Company Parent (an a "PARENT ERISA AffiliateAFFILIATE") within the meaning of Section 414 of the Code or Section 4001 of ERISACode, or any subsidiary of the CompanyParent, as well as each plan with respect to which the Company Parent or an a Parent ERISA Affiliate could would incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA or Section 412 of the Code (togetherall such plans, practices, and programs are referred to herein as the "Employee PlansPARENT EMPLOYEE PLANS"). There To the extent requested by the Company, there have been made available or will be made available no later than 20 business days after to the date hereof to Parent Company copies of (i) each such written Parent Employee Plan and all related trust agreements, insurance and (other contracts (including policiesthan those referred to in Section 4(b)(4) of ERISA), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports report on Form form 5500 series, with accompanying schedules and attachments, filed with respect to each Parent Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Parent Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.11, 3.11 (a) the term "material," when , used with respect to (i) any Parent Employee Plan, shall mean that the Company Parent or an a Parent ERISA Affiliate has incurred or may reasonably be expected to incur obligations in an annual amount exceeding $5,000,000 400,000 with respect to such Parent Employee Plan, and (ii) any liability, obligation, breach or non-compliance, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliance.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a2.11 (a) of the Company Disclosure Schedule lists as of the date hereof all employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all material employee welfare plans (as defined in Section 3(1) of ERISA) ), and all other material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, any group of current employeeor former employees of or consultants to the Company, officer any trade or consultant (or any of their beneficiaries) of the Company or any other entity business (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an a "Company ERISA Affiliate") within the meaning of Section 414 of the Code or Section 4001 of ERISACode, or any subsidiary of the Company, as well as each plan with respect to which the Company or an a Company ERISA Affiliate could would incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA or Section 412 of the Code (togetherall such plans, practices and programs are referred to as the "Company Employee Plans"). There To the extent requested by Parent, there have been made available or will be made available no later than 20 business days after the date hereof to Parent copies of (i) each such written Company Employee Plan and all related trust agreements, insurance and (other contracts (including policiesthan those referred to in Section 4(b)(4) of ERISA), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Company Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.112.11 (a), the term "material," when used with respect to (i) any Company Employee Plan, shall mean that the Company or an a Company ERISA Affiliate has incurred or may reasonably be expected to incur obligations in an annual amount exceeding $5,000,000 100,000 with respect to such Company Employee Plan, and (ii) any liability, obligation, breach or non-compliance, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliance.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a) of the The Company Disclosure Schedule lists all employee pension benefit plans (as defined in Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), all employee welfare plans (as defined in Section 3(1) of ERISA) and all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, and any current or former employment or executive compensation or severance agreements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, current employee, officer or consultant (or any of their beneficiaries) employee of the Company Company, any trade or any other entity business (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 of the Code or Section 4001 of ERISACode, or any subsidiary of the Company, as well as each plan with respect to which the Company or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA or Section 412 of the Code (together, the "Employee Plans"), excluding former agreements under which the Company has no remaining obligations and any of the foregoing that are required to be maintained by the Company under the laws of any foreign jurisdiction. There have been made available or will be made available no later than 20 business days after the date hereof With respect to Parent copies each Employee Plan, as applicable, a copy of (i) each such written Employee Plan and (other than those referred to in Section 4(b)(4) of ERISA, together with all related amendments, trust agreements, insurance policies and other contracts (including policies), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, service agreements; (ii) the three most recent three annual reports on Form recently filed Forms 5500 series, with accompanying schedules or 5500 C/R and attachments, filed with respect to each Employee Plan required to make such a filing, and any financial statements attached thereto; (iii) the most recent actuarial valuation for each Employee Plan subject Internal Revenue Service ("IRS") determination letter; (iv) the most recent summary plan description; (v) all reports submitted within the preceding three years by third-party administrators, actuaries, investment managers, consultants, or other independent contractors, has been made available to Title IV Parent; and (vi) all notices that were issued within the preceding three years by the IRS, Department of ERISA. For purposes of this Section 3.11Labor, the term "material," when used with respect to (i) Pension Benefit Guarantee Corporation, or any Employee Plan, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $5,000,000 with respect to such Employee Plan, and (ii) any liability, obligation, breach or non-compliance, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-complianceother Governmental Entity.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a4.11(a) of the Company Disclosure Schedule lists all employee pension benefit plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all employee welfare benefit plans (as defined in Section 3(1) of ERISA) , and all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, and any employment, executive compensation or severance agreements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, any former or current employee, officer or consultant (or any of their beneficiaries) of the Company or any other entity (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 Sections 414(b), (c), (m) or (o) of the Code or Section 4001 4001(a) (14) or (b) of ERISA, or any subsidiary of the Company, as well as each plan with respect to which the Company or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) Title IV of ERISA or Section 412 of the Internal Revenue Code of 1986, as amended (togetherthe "Code") (together for the purposes of this Section 4.11, the "Employee Plans"). There have been made available or will be made available no later than 20 business days after Prior to the date hereof of this Agreement, the Company has provided to Parent copies of (i) each such written Employee Plan (or a written description of any Employee Plan which is not written) and all related trust agreements, insurance and other contracts (including policies), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the three most recent three annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Employee Plan subject to Title IV of ERISA, (iv) the latest reports which have been filed with the Department of Labor with respect to each Employee Plan required to make such filing and (v) the most recent favorable determination letters issued for each Employee Plan and related trust which is subject to Parts 1, 2 and 4 of the Subtitle B of Title I of ERISA (and, if an application for such determination is pending, a copy of the application for such determination). For purposes of this Section 3.114.11, the term "material," when used with respect to (i) any Employee Plan, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $5,000,000 100,000 with respect to such Employee Plan, and (ii) any liability, obligation, breach or non-compliance, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 50,000, with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliance.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a) of the Company Disclosure The IDRC Schedule lists all employee pension benefit plans (as defined in Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all employee welfare plans (as defined in Section 3(1) of ERISA) and all other bonus, stock option, stock purchase, incentive, deferred ----- compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, any current employeeor former employee of IDRC, officer any trade or consultant (or any of their beneficiaries) of the Company or any other entity business (whether or not incorporated) which is a member of a controlled group including the Company IDRC or which is under common control with the Company IDRC (an "ERISA Affiliate") --------------- within the meaning of Section 414 of the Code or Section 4001 of ERISACode, or any subsidiary of the CompanyIDRC Subsidiary, as well as each plan with respect to which the Company or IDRC, an ERISA Affiliate or an IDRC Subsidiary could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA or Section 412 of the Code (together, the "Employee Plans"), -------------- excluding Employee Plans under which IDRC has no remaining obligations and any of the foregoing that are maintained by IDRC under the laws of any foreign jurisdiction. There have been made available or will be made available no later than 20 business days after the date hereof With respect to Parent copies each Employee Plan, as applicable, a copy of (i) each such written Employee Plan and (other than those referred to in Section 4(b)(4) of ERISA), together with all related amendments, trust agreements, insurance policies and other contracts (including policies), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, service agreements; (ii) the three most recent three annual reports on Form recently filed Forms 5500 series, with accompanying schedules or 5500 C/R and attachments, filed with respect to each Employee Plan required to make such a filing, and any financial statements attached thereto; (iii) the most recent actuarial valuation for each Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.11IRS determination letter; (iv) the most recent summary plan description; (v) all reports submitted within the preceding three years by third-party administrators, the term "material," when used with respect to (i) any Employee Planactuaries, shall mean that the Company investment managers, consultants, or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $5,000,000 with respect to such Employee Planother independent contractors, and (iivi) all notices that were issued within the preceding three years by the IRS, Department of Labor, the Pension Benefit Guaranty Corporation, or any liabilityother Governmental Entity have been, obligationor, breach or non-compliancepursuant to Section (f), shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect will be, provided to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-complianceTeleSpectrum.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a) of the The Company Disclosure Schedule lists all employee pension benefit plans (as defined in Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), all employee welfare plans (as defined in Section 3(1) of ERISA) and all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, and any current or former employment or executive compensation or severance agreements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, current employee, officer or consultant (or any of their beneficiaries) employee of the Company Company, any trade or any other entity business (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 of the Code or Section 4001 of ERISACode, or any subsidiary of the Company, as well as each plan with respect to which the Company or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA or Section 412 of the Code (together, the "Employee Plans"), excluding former agreements under which the Company has no remaining obligations and any of the foregoing that are required to be maintained by the Company or any ERISA Affiliate under the laws of any foreign jurisdiction or that relate exclusively to employees of the Company, any Subsidiary or any ERISA Affiliate employed outside the United States. There have been made available or will be made available no later than 20 business days after the date hereof With respect to Parent copies each Employee Plan, as applicable, a copy of (i) each such written Employee Plan and (other than those referred to in Section 4(b)(4) of ERISA, together with all related amendments, trust agreements, insurance policies and other contracts (including policies), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, service agreements; (ii) the three most recent three annual reports on Form recently filed Forms 5500 series, with accompanying schedules or 5500 C/R and attachments, filed with respect to each Employee Plan required to make such a filing, and any financial statements attached thereto; (iii) the most recent actuarial valuation for each Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.11, IRS determination letter; (iv) the term "material," when used with respect to (i) any Employee Plan, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $5,000,000 with respect to such Employee Plan, most recent summary plan description; and (iiv) any liabilityall reports submitted within the presiding three years by third-party administrators, obligationactuaries, breach investment managers, consultants, or non-complianceother independent contractors, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect been made available to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-complianceParent.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a2.11(a) of the Company Disclosure Schedule lists all employee pension benefit plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all employee welfare benefit plans (as defined in Section 3(1) of ERISA) , and all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, and any employment, executive compensation or severance agreements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, any former or current employee, officer or consultant (or any of their beneficiaries) of the Company or any other entity (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 Sections 414(b), (c), (m) or (o) of the Code or Section 4001 4001(a) (14) or (b) of ERISA, or any subsidiary of the Company, as well as each plan with respect to which the Company or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) Title IV of ERISA or Section 412 of the Code (togethertogether for the purposes of this Section 2.11, the "Employee Plans"). There have been made available or will be made available no later than 20 business days after Prior to the date hereof of this Agreement, the Company has provided to Parent copies of (i) each such written Employee Plan (or a written description of any Employee Plan which is not written) and all related trust agreements, insurance and other contracts (including policies), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the three most recent three annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Employee Plan subject to Title IV of ERISA, (iv) the latest reports which have been filed with the Department of Labor with respect to each Employee Plan required to make such filing and (v) the most recent favorable determination letters issued for each Employee Plan and related trust which is subject to Parts 1, 2 and 4 of the Subtitle B of Title I of ERISA (and, if an application for such determination is pending, a copy of the application for such determination). For purposes of this Section 3.112.11, the term "material," when used with respect to (i) any Employee Plan, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $5,000,000 100,000 with respect to such Employee Plan, and (ii) any liability, obligation, breach or non-compliance, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 50,000, with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliance.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a2.11(a) of the Company Disclosure Schedule lists all employee pension benefit plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all employee welfare benefit plans (as defined in Section 3(1) of ERISA) ), and all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangementsarrangements (including those which contain change of control provisions), and any employment, executive compensation or severance agreements (including those which contain change of control provisions), written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, any former or current employee, officer officer, director or consultant (or any of their beneficiaries) of the Company or any other entity (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 Sections 414(b), (c), (m) or (o) of the Code or Section 4001 4001(a) (14) or (b) of ERISAERISA (a "Company ERISA Affiliate"), or any subsidiary of the Company, as well as each plan with respect to which the Company or an a Company ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) Title IV of ERISA or Section 412 of the Internal Revenue Code of 1986, as amended (togetherthe "Code") (together for the purposes of this Section 2.11, the "Employee Plans"). There have been The Company has made available to Parent, prior to the date of this Agreement, or the Company will be made make available no not later than 20 business 14 days after the date hereof to Parent of this Agreement, copies of (i) each such written Employee Plan (or a written description of any Employee Plan which is not written) and all related trust agreements, insurance and other contracts (including policies), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the three most recent three annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Employee Plan subject to Title IV of ERISA, (iv) the latest reports which have been filed with the Department of Labor with respect to each Employee Plan required to make such filing and (v) the most recent favorable determination letters issued for each Employee Plan and related trust which is subject to Parts 1, 2 and 4 of the Subtitle B of Title I of ERISA (and, if an application for such determination is pending, a copy of the application for such determination). For purposes of this Section 3.112.11, the term "material," when used with respect to (i) any Employee Plan, shall mean that the Company or an a Company ERISA Affiliate has incurred or may incur obligations in an amount exceeding $5,000,000 500,000 with respect to such Employee Plan, and (ii) any liability, obligation, breach or non-compliance, shall mean that the Company or an a Company ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 500,000, with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliance.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a2.11(a) of the Company Disclosure Schedule lists lists, all employee pension benefit plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all employee welfare benefit plans (as defined in Section 3(1) of ERISA) ), and all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangementsarrangements (including those which contain change of control provisions or pending change of control provisions), and any employment, executive compensation or severance agreements (including those which contain change of control provisions or pending change of control provisions), written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, any former or current employee, officer officer, director or consultant (or any of their beneficiaries) of the Company or any other entity (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 Sections 414(b), (c), (m) or (o) of the Code or Section 4001 4001(a) (14) or (b) of ERISAERISA (a "COMPANY ERISA Affiliate"), or any subsidiary of the Company, excluding any plans that have not been maintained or contributed to in the six year period ending on the date hereof, as well as each plan with respect to which the Company or an a Company ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) Title IV of ERISA or Section 412 of the Code (togethertogether for the purposes of this Section 2.11, the "Employee PlansCOMPANY EMPLOYEE PLANS"). There have been The Company has made available or will be made available no later than 20 business days after to Parent, prior to the date hereof to Parent of this Agreement, copies of (i) each such written Company Employee Plan (or a written description of any Company Employee Plan which is not written) and all related trust agreements, insurance and other contracts (including policies), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the three most recent three annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Employee Plan subject to Title IV latest reports which have been filed with the Department of ERISA. For purposes of this Section 3.11, the term "material," when used Labor with respect to (i) any each Company Employee Plan, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $5,000,000 with respect Plan required to make such Employee Plan, filing and (iiiv) any liabilitythe most recent favorable determination letters issued for each Company Employee Plan and related trust which is intended to be qualified under Section 401(a) of the Code (and, obligationif an application for such determination is pending, breach or non-compliance, shall mean that a copy of the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one application for such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliancedetermination).

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a2.10(a) of the Company Disclosure Schedule lists all employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all material employee welfare plans (as defined in Section 3(1) of ERISA) ), and all other material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, written or otherwise, as amended, modified or supplemented, and arrangements for the benefit of, or relating to, current employee, officer any employee or consultant (or any of their beneficiaries) former employee of the Company or any other entity trade or business (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 of the Code and which is maintained by or Section 4001 of ERISA, contributed to by the Company or any subsidiary of the CompanyERISA Affiliate, as well as each plan with respect to which the Company or an any ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA or Section 412 of the Code (together, the "Employee Plans"). There have been made available or will be made available no later than 20 business days after the date hereof to Parent with respect to each Employee Plan, other than a "multiemployer plan" as such term is defined in Section 3(37) of ERISA (a "Multiemployer Plan"), copies of (i) each such written Employee Plan and all related trust agreements, insurance and (other contracts (including policiesthan those referred to in Section 4(b)(4) of ERISA), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each such Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each such Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.112.10(a), the term "material," when used with respect to (i) any Employee Plan, shall mean that the Company Plan or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $5,000,000 with respect to such Employee Plan, and (ii) any liability, obligation, breach or non-compliance, liability shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 in the aggregate with respect to any one all such or series of related Employee Plans and liabilities, obligations, breaches, defaults, violations or instances of non-compliance.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a) 5.12 of the Company ARRIS Disclosure Schedule lists all employee pension plans (as defined in Section 3(2) of ERISA), all material employee welfare plans (as defined in Section 3(1) of ERISA) and all other material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, and any material current or former employment, executive compensation, consulting or severance agreements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, current employee, officer any employee of or consultant (to ARRIS, any trade or any of their beneficiaries) of the Company or any other entity business (whether or not incorporated) which is a member of a controlled group including the Company ARRIS or which is under common control with the Company ARRIS (an "“ERISA Affiliate"”) within the meaning of Section 414 of the Code or Section 4001 of ERISACode, or any subsidiary Subsidiary of the CompanyARRIS, as well as each plan with respect to which the Company ARRIS or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA or Section 412 of (collectively the Code (together, the "“ARRIS Employee Plans"”). There have been made available or will be made available no later than 20 business days after the date hereof to Parent C-COR copies of (i) each such written ARRIS Employee Plan and all related trust agreements, insurance and (other contracts (including policiesthan those referred to in Section 4(b)(4) of ERISA), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each ARRIS Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each ARRIS Employee Plan subject to Title IV of ERISA, and (iv) such other documents or information that C-COR reasonably requests. For purposes of this Section 3.115.12, the term "“material," when ” used with respect to (i) any ARRIS Employee Plan, shall mean that the Company ARRIS or an ERISA Affiliate has incurred or may incur obligations in an annual amount exceeding $5,000,000 500,000 with respect to such ARRIS Employee Plan, and (ii) any liability, obligation, breach or non-compliance, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliance.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a) of the Company Parent Disclosure Schedule lists as of the date hereof all employee pension plans (as defined in Section 3(2) of ERISA), all material employee welfare plans plans, (as defined in Section 3(1) of ERISA) and all other material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, any group of current employeeor former employees of or consultants to Parent, officer any trade or consultant (or any of their beneficiaries) of the Company or any other entity business (whether or not incorporated) which is a member of a controlled group including the Company Parent or which is under common control with the Company Parent (an a "Parent ERISA Affiliate") within the meaning of Section 414 of the Code or Section 4001 of ERISACode, or any subsidiary of the CompanyParent, as well as each plan with respect to which the Company Parent or an a Parent ERISA Affiliate could would incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA or Section 412 of the Code (togetherall such plans, practices, and programs are referred to herein as the "Parent Employee Plans"). There ." To the extent requested by the Company, there have been made available or will be made available no later than 20 business days after to the date hereof to Parent Company copies of (i) each such written Parent Employee Plan and all related trust agreements, insurance and (other contracts (including policiesthan those referred to in Section 4(b)(4) of ERISA), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports report on Form form 5500 series, with accompanying schedules and attachments, filed with respect to each Parent Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Parent Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.11, 3.11 (a) the term "material," when , used with respect to (i) any Parent Employee Plan, shall mean that the Company Parent or an a Parent ERISA Affiliate has incurred or may reasonably be expected to incur obligations in an amount exceeding $5,000,000 with respect to such Employee Plan, and (ii) any liability, obligation, breach or non-compliance, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an annual amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-complianceParent Employee Plan.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a) of the Company Disclosure Schedule The COMPANY SCHEDULE lists all employee pension benefit plans (as defined in Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), all employee welfare plans (as defined in Section 3(1) of ERISA) and all other bonus, stock option, stock purchase, incentive, ----- deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, and any current or former employment or executive compensation or severance agreements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, current employee, officer or consultant (or any of their beneficiaries) employee of the Company Company, any trade or any other entity business (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 of the Code or Section 4001 of ERISACode, or --------------- any subsidiary of the Company, as well as each plan with respect to which the Company or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA or Section 412 of the Code (together, the "Employee Plans"), excluding former agreements under which the Company has no -------------- remaining obligations and any of the foregoing that are required to be maintained by the Company under the laws of any foreign jurisdiction. There have been made available or will be made available no later than 20 business days after the date hereof With respect to Parent copies each Employee Plan, as applicable, a copy of (i) each such written Employee Plan and (other than those referred to in Section 4(b)(4) of ERISA, together with all related amendments, trust agreements, insurance policies and other contracts (including policies), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, service agreements; (ii) the three most recent three annual reports on Form recently filed Forms 5500 series, with accompanying schedules or 5500 C/R and attachments, filed with respect to each Employee Plan required to make such a filing, and any financial statements attached thereto; (iii) the most recent actuarial valuation for each Employee Plan subject Internal Revenue Service ("IRS") determination letter; (iv) the most recent summary plan description; (v) --- all reports submitted within the preceding three years by third-party administrators, actuaries, investment managers, consultants, or other independent contractors, has been made available to Title IV Parent; and (vi) all notices that were issued within the preceding three years by the IRS, Department of ERISA. For purposes of this Section 3.11Labor, the term "material," when used with respect to (i) Pension Benefit Guarantee Corporation, or any Employee Plan, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $5,000,000 with respect to such Employee Plan, and (ii) any liability, obligation, breach or non-compliance, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-complianceother Governmental Entity.