Common use of Employee Benefits; Employees Clause in Contracts

Employee Benefits; Employees. (a) Set forth in Section 4.17(a) of the Seller Disclosure Letter is a true and complete list of each material Seller Group Plan and Foreign Seller Group Plan categorized by (i) whether the Seller Group Plan or Foreign Seller Group Plan is a Conveyed Subsidiary Plan and (ii) the country or countries for which such Seller Group Plan or Foreign Seller Group Plan provides benefits. No Conveyed Subsidiary Plan provides benefits to, or otherwise covers, any individual who is not a Business Employee, Former Business Employee, or the dependents or beneficiaries thereof. (b) With respect to each material Conveyed Subsidiary Plan (other than Foreign Seller Group Plans that are not defined benefit pension plans), Seller Parent has made available to Purchaser Parent, prior to the date of this Agreement, true and complete copies of (i) each such plan’s governing document and any amendments thereto (or a written summary of all material terms if the plan has not been reduced to writing) and (ii) any applicable Plan Regulatory or Funding Documents. In addition, within thirty (30) days following the date hereof, with respect to each (x) material Conveyed Subsidiary Plan that is a Foreign Seller Group Plan, Seller Parent shall make available to Purchaser true and complete copies of the documents contemplated by the immediately preceding sentence, and (y) each other material Seller Group Plan or Foreign Seller Group Plan for which Purchaser, the Conveyed Subsidiaries or their respective Affiliates have or will assume Liability following the Closing, Seller Parent shall make available to Purchaser Parent summaries of the material terms of such plans, the most recent summary plan description (if any) and excerpts or summaries of the actuarial reports for such plans to the extent relevant to the Liabilities being assumed. Seller Parent has made available to Purchaser Parent, on or prior to the date of this Agreement, a summary that is accurate in all material respects of the value of the assets and Liabilities of the Seller Pension Plans that relate to Business Employees and Former Business Employees as of the end of the 2017 fiscal year of Seller Parent. (c) The IRS has issued a favorable determination letter, or for a prototype plan, opinion letter, with respect to each Conveyed Subsidiary Plan intended to be qualified within the meaning of Section 401(a) of the Code or, if no such determination has been made, either an application for such determination is pending with the IRS or the time within which such determination may be sought from the IRS has not yet expired, and, to the Knowledge of Seller Parent, nothing has occurred since the date of such determination or opinion that would reasonably be expected to result in disqualification of such Conveyed Subsidiary Plan. Each Conveyed Subsidiary Plan that is intended to qualify for any particular tax or regulatory treatment under the Laws of a country other than the United States (i) has received documentation of such qualification from a Governmental Authority (if available), and, to the Knowledge of Seller Parent, nothing has occurred since the date of such documentation that would reasonably be expected to result in disqualification of such Conveyed Subsidiary Plan or (ii) if such documentation is not available, to the Knowledge of Seller Parent, so qualifies. (d) No Seller Group Plan is a “multiemployer plan,” as such term is defined in Section 3(37) of ERISA, nor is any Conveyed Subsidiary Plan subject to Section 302 or Title IV of ERISA or Section 412 of the Code. None of the Purchased Assets is subject to a lien under Section 430(k) of the Code or Section 4068 of ERISA, and neither Seller Parent nor any of its ERISA Affiliates has incurred any liability under Title IV of ERISA (other than premium payments to the Pension Benefit Guaranty Corporation in the ordinary course) or Section 4971 of the Code which has not been and will not be fully paid as of the Closing. None of the Conveyed Subsidiaries (or the Subsidiaries thereof) or the Business has as of the date of this Agreement, or will have as of the Closing, any Liability in respect of post-employment or post-retirement medical, health or life insurance benefits for any current or former employees, except as required by applicable Law or to avoid excise tax under Section 4980B of the Code. Except as set forth on Section 4.17(d) of the Seller Disclosure Letter, no Seller Group Plan or Foreign Seller Group Plan is a defined benefit pension plan. (e) Each Seller Group Plan and Foreign Seller Group Plan (other than a Conveyed Subsidiary Plan) has been maintained, operated, funded and administered in compliance in all respects with its terms and applicable Law, except for such instances of noncompliance that would not, individually or in the aggregate, be materially adverse to the Business. Each Conveyed Subsidiary Plan has been established, maintained, funded and administered in compliance in all material respects its terms and applicable Law. All material contributions or premiums with respect to each Conveyed Subsidiary Plan have been paid or deducted in a timely fashion and there are no material outstanding defaults or violations thereunder that have not been properly recorded in the Financial Statements. Other than routine claims for benefits, there are no suits, claims, proceedings, actions, governmental audits or investigations that are pending or threatened against or involving any Seller Group Plan or Foreign Seller Group Plan or asserting any rights to or claims for benefits under any Seller Group Plan or Foreign Seller Group Plan, except for such actions that have not had and would not, individually or in the aggregate, a be materially adverse to the Business. (f) Except as set forth in Section 4.17(f) of the Seller Disclosure Letter: (i) none of the Conveyed Subsidiaries (or employers of Business Employees who are not as of Closing employed in a Conveyed Subsidiary) recognize a labor union (in the case of employers that are not Conveyed Subsidiaries or Subsidiaries thereof, excluding any labor union that does not represent the Business Employees) and none of the Business Employees are represented by any labor organization, works council or consultation body (other than industry-wide or national labor organizations) or subject to, or covered by, the terms of any material Collective Bargaining Agreement in connection with their services to the Business, (ii) no labor union, labor organization, works council or consultation body has made a demand for recognition or certification, and there are no representation or certification proceedings, union elections or, to the Knowledge of Seller Parent, union organizing activities, pending or threatened in writing with respect to the Business Employees, the Business or the Conveyed Subsidiaries or their Affiliates with respect to the Business, (iii) there are no pending or threatened in writing strikes, lockouts, work stoppages or slowdowns involving the Business Employees or against the Business or the Conveyed Subsidiaries or their Affiliates with respect to the Business and (iv) there is no unfair labor practice charge, labor arbitration or labor grievance proceeding pending or threatened in writing against the Business or the Conveyed Subsidiaries or their Affiliates with respect to the Business that would, in the case of the foregoing clauses (iii) and (iv), individually or in the aggregate, be materially adverse to the Business. As of the date hereof, Seller Parent has provided copies to Purchaser of all material Collective Bargaining Agreements applicable to Business Employees, the Business or the Conveyed Subsidiaries or their Subsidiaries. Seller Parent, the Conveyed Subsidiaries and their respective Subsidiaries have satisfied any material pre-signing requirement to provide notice to, or enter into any information and consultation procedure with, any labor union, labor organization, works council or consultation body in connection with the execution of this Agreement or the transactions contemplated by this Agreement as required by any Contract or Laws. (g) As of the Closing, Seller Parent represents that each Business Employee devotes, and has devoted seventy percent (70%) or more of his or her working time in the last twelve (12) months (or such shorter period he or she has been employed by Seller Parent and its Affiliates) to performing services on behalf of the Business. (h) As at the date hereof, the Seller Internal Restructurings in France and Netherlands have been completed in accordance with applicable Laws (including obtaining requisite opinions from applicable works councils and employee representative bodies) such that there are no Business Employees employed in the Business in France or Netherlands other than those employed by a Conveyed Subsidiary. (i) Except as required by plans, programs, or arrangements required to be maintained or contributed to by the Laws of a non-U.S. jurisdiction, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby (either alone or in conjunction with any other event), will cause any (i) payments to become due or payable to any Business Employee, Former Business Employee, current or former consultant or director, (ii) acceleration, vesting or increase in any compensation or benefits to any Business Employee, Former Business Employee, current or former consultant or director, or (iii) Conveyed Subsidiary (or a Subsidiary thereof) to transfer or set aside any assets to fund any benefits under any Conveyed Subsidiary Plan, or limit or restrict in any material respect the right of Purchaser or any of its Affiliates or any Conveyed Subsidiary (or a Subsidiary thereof) to amend, terminate or transfer the assets of any Conveyed Subsidiary Plan. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated herein, will constitute a “change in ownership or control” or “change in effective control” of Seller Parent within the meaning of Section 280G of the Code. No Conveyed Subsidiary (or any Subsidiary thereof) is party to any plan, program, policy or arrangement providing for the “gross-up” or other compensation to any individual because of the imposition of any Tax on any payment to the individual related to Section 4999 or Section 409A of the Code.

Employee Benefits; Employees. (a) Set forth in Section 4.17(a5.18(a) of the Seller Purchaser Parent Disclosure Letter is a true and complete list of each material Seller Purchaser Group Plan and Foreign Seller Purchaser Group Plan categorized by (i) whether the Seller Purchaser Group Plan or Foreign Seller Purchaser Group Plan is a Conveyed Subsidiary Purchaser Business Plan and (ii) the country or countries for which such Seller Purchaser Group Plan or Foreign Seller Purchaser Group Plan provides benefits. No Conveyed Subsidiary Purchaser Business Plan provides benefits to, or otherwise covers, any individual who is not a Purchaser Business Employee, Former Purchaser Business Employee, or the dependents or beneficiaries thereof. (b) With respect to each material Conveyed Subsidiary Purchaser Business Plan (other than Foreign Seller Purchaser Group Plans that are not defined benefit pension plans), Seller Purchaser Parent has made available to Purchaser Seller Parent, prior to the date of this Agreement, true and complete copies of (i) each such plan’s governing document and any amendments thereto (or a written summary of all material terms if the plan has not been reduced to writing) and (ii) any applicable Plan Regulatory or Funding Documents. In addition, within thirty (30) days following the date hereof, with respect to each (x) material Conveyed Subsidiary Purchaser Business Plan that is a Foreign Seller Purchaser Group Plan, Seller Purchaser Parent shall make available to Purchaser Seller Parent true and complete copies of the documents contemplated by the immediately preceding sentence, and (y) each other material Seller Purchaser Group Plan or Foreign Seller Purchaser Group Plan for which PurchaserPurchaser or its Subsidiaries has any Liability, the Conveyed Subsidiaries or their respective Affiliates have or will assume Liability following the Closing, Seller Purchaser Parent shall make available to Purchaser Seller Parent summaries of the material terms of such plans, the most recent summary plan description (if any) and excerpts or summaries of the actuarial reports for such plans to the extent relevant to the Liabilities being assumedof Purchaser or its Subsidiaries. Seller Purchaser Parent has made available to Purchaser Seller Parent, on or prior to the date of this Agreement, a summary that is accurate in all material respects of the value of the assets and Liabilities of the Seller Pension all Purchaser Business Plans that relate to Business Employees and Former Business Employees are defined benefit pension plans as of the end of the 2017 fiscal year of Seller Purchaser Parent. (c) The IRS has issued a favorable determination letter, or for a prototype plan, opinion letter, with respect to each Conveyed Subsidiary Purchaser Business Plan intended to be qualified within the meaning of Section 401(a) of the Code or, if no such determination has been made, either an application for such determination is pending with the IRS or the time within which such determination may be sought from the IRS has not yet expired, and, to the Knowledge of Seller Purchaser Parent, nothing has occurred since the date of such determination or opinion that would reasonably be expected to result in disqualification of such Conveyed Subsidiary Purchaser Business Plan. Each Conveyed Subsidiary Purchaser Business Plan that is intended to qualify for any particular tax or regulatory treatment under the Laws of a country other than the United States (i) has received documentation of such qualification from a Governmental Authority (if available), and, to the Knowledge of Seller Purchaser Parent, nothing has occurred since the date of such documentation that would reasonably be expected to result in disqualification of such Conveyed Subsidiary Purchaser Business Plan or (ii) if such documentation is not available, to the Knowledge of Seller Purchaser Parent, so qualifies. (d) No Seller Purchaser Group Plan is a “multiemployer plan,” as such term is defined in Section 3(37) of ERISA, nor is any Conveyed Subsidiary Purchaser Business Plan subject to Section 302 or Title IV of ERISA or Section 412 of the Code. None Neither Purchaser nor its Subsidiaries (or any assets of the Purchased Assets Purchaser or its Subsidiaries) is subject to a lien under Section 430(k) of the Code or Section 4068 of ERISA, and neither Seller Purchaser Parent nor any of its ERISA Affiliates has incurred any liability under Title IV of ERISA (other than premium payments to the Pension Benefit Guaranty Corporation in the ordinary course) or Section 4971 of the Code which has not been and will not be fully paid as of the Closing. None of the Conveyed Purchaser, its Subsidiaries (or the Subsidiaries thereof) or the Purchaser Business has as of the date of this Agreement, or will have as of the Closing, any Liability in respect of post-employment or post-retirement medical, health or life insurance benefits for any current or former employees, except as required by applicable Law or to avoid excise tax under Section 4980B of the Code. Except as set forth on Section 4.17(d5.18(d) of the Seller Purchaser Parent Disclosure Letter, no Seller Purchaser Group Plan or Foreign Seller Purchaser Group Plan is a defined benefit pension plan. (e) Each Seller Purchaser Group Plan and Foreign Seller Purchaser Group Plan (other than a Conveyed Subsidiary Purchaser Business Plan) has been maintained, operated, funded and administered in compliance in all respects with its terms and applicable Law, except for such instances of noncompliance that would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business. Each Conveyed Subsidiary Purchaser Business Plan has been established, maintained, funded and administered in compliance in all material respects its terms and applicable Law. All material contributions or premiums with respect to each Conveyed Subsidiary Purchaser Business Plan have been paid or deducted in a timely fashion and there are no material outstanding defaults or violations thereunder that have not been properly recorded in the Purchaser Financial Statements. Other than routine claims for benefits, there are no suits, claims, proceedings, actions, governmental audits or investigations that are pending or threatened against or involving any Seller Purchaser Group Plan or Foreign Seller Purchaser Group Plan or asserting any rights to or claims for benefits under any Seller Purchaser Group Plan or Foreign Seller Purchaser Group Plan, except for such actions that have not had and would not, individually or in the aggregate, a be materially adverse to Purchaser or the Purchaser Business. (f) Except as set forth in Section 4.17(f5.18(f) of the Seller Purchaser Parent Disclosure Letter: (i) none of the Conveyed Purchaser or its Subsidiaries (or employers of Purchaser Business Employees who are not as of Closing employed in a Conveyed Subsidiaryother than Purchaser or its Subsidiaries) recognize a labor union (in the case of employers that are not Conveyed Subsidiaries Purchaser or Subsidiaries thereofits Subsidiaries, excluding any labor union that does not represent the Purchaser Business Employees) and none of the Purchaser Business Employees are represented by any labor organization, works council or consultation body (other than industry-wide or national labor organizations) or subject to, or covered by, the terms of any material Collective Bargaining Agreement in connection with their services to the Purchaser Business, (ii) no labor union, labor organization, works council or consultation body has made a demand for recognition or certification, and there are no representation or certification proceedings, union elections or, to the Knowledge of Seller Purchaser Parent, union organizing activities, activities pending or threatened in writing with respect to the Business Employees, the Purchaser Business or the Conveyed Subsidiaries Purchaser or their its Affiliates with respect to the Purchaser Business, (iii) there are no pending or threatened in writing strikes, lockouts, work stoppages or slowdowns involving the Purchaser Business Employees or against the Purchaser Business or the Conveyed Subsidiaries Purchaser or their its Affiliates with respect to the Purchaser Business and (iv) there is no unfair labor practice charge, labor arbitration or labor grievance proceeding pending or threatened in writing against the Purchaser Business or the Conveyed Subsidiaries Purchaser or their its Affiliates with respect to the Purchaser Business that would, in the case of the foregoing clauses (iii) and (iv), individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business. As of the date hereof, Seller Purchaser Parent has provided copies to Purchaser Seller Parent of all material Collective Bargaining Agreements applicable to Purchaser Business Employees, the Purchaser Business or the Conveyed Subsidiaries Purchaser or their its Subsidiaries. Seller Purchaser Parent, the Conveyed Subsidiaries Purchaser and their respective Subsidiaries have satisfied any material pre-signing requirement to provide notice to, or enter into any information and consultation procedure with, any labor union, labor organization, works council or consultation body in connection with the execution of this Agreement or the transactions contemplated by this Agreement as required by any Contract or Laws. (g) As of the Closing, Seller Purchaser Parent represents that each Purchaser Business Employee devotes, and has devoted seventy percent (70%) or more of his or her working time in the last twelve (12) months (or such shorter period he or she has been employed by Seller Purchaser Parent and its Affiliates) to performing services on behalf of the Purchaser Business. (h) As at the date hereof, the Seller Internal Restructurings in France and Netherlands have been completed in accordance with applicable Laws (including obtaining requisite opinions from applicable works councils and employee representative bodies) such that there are no Business Employees employed in the Business in France or Netherlands other than those employed by a Conveyed Subsidiary. (i) Except as required by plans, programs, or arrangements required to be maintained or contributed to by the Laws of a non-U.S. jurisdiction, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby (either alone or in conjunction with any other event), will cause any (i) payments to become due or payable to any Purchaser Business Employee, Former Purchaser Business Employee, current or former consultant or director, (ii) acceleration, vesting or increase in any compensation or benefits to any Purchaser Business Employee, Former Purchaser Business Employee, current or former consultant or director, or (iii) Conveyed Subsidiary (Purchaser or a Subsidiary thereof) any of its Subsidiaries to transfer or set aside any assets to fund any benefits under any Conveyed Subsidiary Purchaser Business Plan, or limit or restrict in any material respect the right of Purchaser or any of its Affiliates or any Conveyed Subsidiary (or a Subsidiary thereof) to amend, terminate or transfer the assets of any Conveyed Subsidiary Purchaser Business Plan. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated herein, will constitute a “change in ownership or control” or “change in effective control” of Seller Purchaser Parent within the meaning of Section 280G of the Code. No Conveyed Subsidiary (or Neither Purchaser nor any Subsidiary thereof) of its Subsidiaries is party to any plan, program, policy or arrangement providing for the “gross-up” or other compensation to any individual because of the imposition of any Tax on any payment to the individual related to Section 4999 or Section 409A of the Code.

Employee Benefits; Employees. (a) Set forth in Section 4.17(a) of The Parent has delivered or made available to the Seller Disclosure Letter is a Acquiror true and complete list copies, or descriptions including the material terms, of each material Seller Group Plan and Foreign Seller Group Plan categorized by all (i) whether the Seller Group Plan or Foreign Seller Group Plan is a Conveyed Subsidiary Plan “employee benefit plans” as defined in Section 3(3) of ERISA and (ii) incentive, profit-sharing, stock option, stock purchase, other equity-based, employment, consulting, compensation, vacation or other leave, change in control, retention, supplemental retirement, severance, health, medical, disability, life insurance, deferred compensation and other employee compensation and benefit plans, programs and agreements (or true and complete summaries thereof), in each case established or maintained by the country Parent or countries any of its Affiliates or to which the Parent or any of its Affiliates contributes or is obligated to contribute, for which the benefit of any Employees or former employees of the Company or a Transferred Subsidiary (collectively, the “Parent Benefit Plans”) that are material. Section 3.13(a) of the Parent Disclosure Schedule sets forth the material Parent Benefit Plans, separately identifies such Seller Group Plan or Foreign Seller Group Plan provides benefitsParent Benefit Plans that are maintained outside of the United States primarily for the benefit of Employees working outside of the United States (such plans hereinafter being referred to as “Non-U.S. Parent Benefit Plans”) and separately lists all Company Benefit Plans. No Conveyed Subsidiary Plan provides benefits to, or otherwise covers, any individual who is not a Business Employee, Former Business Employee, or the dependents or beneficiaries thereof. (b) With respect to each material Conveyed Subsidiary Plan (other than Foreign Seller Group Plans that are not defined benefit pension plans)Company Benefit Plan, Seller the Parent has also delivered or made available to Purchaser Parentthe Acquiror, prior to the date of this Agreementas applicable, true and complete copies of (i) each such plan’s governing document and any amendments thereto (or a written summary of all material terms if the plan has not been reduced to writing) and (ii) any applicable Plan Regulatory or Funding Documents. In addition, within thirty (30) days following the date hereof, with respect to each (x) material Conveyed Subsidiary Plan that is a Foreign Seller Group Plan, Seller Parent shall make available to Purchaser true and complete copies of the documents contemplated by the immediately preceding sentence, and (y) each other material Seller Group Plan or Foreign Seller Group Plan for which Purchaser, the Conveyed Subsidiaries or their respective Affiliates have or will assume Liability following the Closing, Seller Parent shall make available to Purchaser Parent summaries of the material terms of such plans, the most recent summary plan description description, (if anyii) the actuarial valuations, funding reports and excerpts Forms 5500 or summaries equivalent annual reports for the three most recent years for which they are available, (iii) all trust documents and material written contracts relating to the administration of the actuarial reports for such plans Company Benefit Plan and (iv) the most recent IRS determination letter relating to the extent relevant to tax-qualified status of the Liabilities being assumed. Seller Parent Company Benefit Plan. (b) Each Company Benefit Plan has made available to Purchaser Parent, on or prior to the date of this Agreement, a summary that is accurate been operated and administered in all material respects of in compliance with its terms and with applicable Law, including ERISA and the value of the assets and Liabilities of the Seller Pension Plans that relate to Business Employees and Former Business Employees as of the end of the 2017 fiscal year of Seller Parent. (c) The IRS has issued a favorable determination letter, or for a prototype Code. No Company Benefit Plan is an “employee pension benefit plan, opinion letter, with respect to each Conveyed Subsidiary Plan intended to be qualified ” within the meaning of Section 3(2) of ERISA or, to the Knowledge of the Parent, a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code. None of the Parent, the Company or the Transferred Subsidiaries has engaged in a transaction with respect to any Parent Benefit Plan that would reasonably be expected to subject the Company or any Transferred Subsidiary to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which could be material. Each Parent Benefit Plan, which is intended to be qualified under Section 401(a) of the Code orCode, and the trust (if no such any) forming a part thereof, has received a favorable determination has been made, either an application for such determination is pending with the IRS or the time within which such determination may be sought letter from the IRS has not yet expired, and, to the Knowledge of Seller the Parent, nothing no event has occurred since the date of such determination or opinion and no condition exists that would reasonably be expected to result in disqualification the revocation of such Conveyed Subsidiary Plandetermination letter. Each Conveyed Subsidiary Plan that There is intended to qualify for any particular tax or regulatory treatment under the Laws of a country other than the United States (i) has received documentation of such qualification from a Governmental Authority (if available)no current, and, to the Knowledge of Seller Parent, nothing has occurred since the date of such documentation that would reasonably be expected to result in disqualification of such Conveyed Subsidiary Plan or (ii) if such documentation is not available, to the Knowledge of Seller Parent, so qualifies. (d) No Seller Group Plan is a “multiemployer plan,” as such term is defined in Section 3(37) of ERISA, nor is any Conveyed Subsidiary Plan subject to Section 302 or Title IV of ERISA or Section 412 of the Code. None of the Purchased Assets is subject to a lien under Section 430(k) of the Code or Section 4068 of ERISA, and neither Seller Parent nor any of its ERISA Affiliates has incurred any liability under Title IV of ERISA (other than premium payments to the Pension Benefit Guaranty Corporation in the ordinary course) or Section 4971 of the Code which has not been and will not be fully paid as of the Closing. None of the Conveyed Subsidiaries (or the Subsidiaries thereof) or the Business has as of the date of this Agreement, or will have as of the Closing, any Liability in respect of post-employment or post-retirement medical, health or life insurance benefits for any current or former employees, except as required by applicable Law or to avoid excise tax under Section 4980B of the Code. Except as set forth on Section 4.17(d) of the Seller Disclosure Letter, no Seller Group Plan or Foreign Seller Group Plan is a defined benefit pension plan. (e) Each Seller Group Plan and Foreign Seller Group Plan (other than a Conveyed Subsidiary Plan) has been maintained, operated, funded and administered in compliance in all respects with its terms and applicable Law, except for such instances of noncompliance that would not, individually or in the aggregate, be materially adverse to the Business. Each Conveyed Subsidiary Plan has been established, maintained, funded and administered in compliance in all material respects its terms and applicable Law. All material contributions or premiums with respect to each Conveyed Subsidiary Plan have been paid or deducted in a timely fashion and there are no material outstanding defaults or violations thereunder that have not been properly recorded in the Financial Statements. Other than routine claims for benefits, there are no suits, claims, proceedings, actions, governmental audits or investigations that are pending or threatened against or involving any Seller Group Plan or Foreign Seller Group Plan or asserting any rights to or claims for benefits under any Seller Group Plan or Foreign Seller Group Plan, except for such actions that have not had and would not, individually or in the aggregate, a be materially adverse to the Business. (f) Except as set forth in Section 4.17(f) of the Seller Disclosure Letter: (i) none of the Conveyed Subsidiaries (or employers of Business Employees who are not as of Closing employed in a Conveyed Subsidiary) recognize a labor union (in the case of employers that are not Conveyed Subsidiaries or Subsidiaries thereof, excluding any labor union that does not represent the Business Employees) and none of the Business Employees are represented by any labor organization, works council or consultation body (other than industry-wide or national labor organizations) or subject to, or covered by, the terms of any material Collective Bargaining Agreement in connection with their services to the Business, (ii) no labor union, labor organization, works council or consultation body has made a demand for recognition or certification, and there are no representation or certification proceedings, union elections or, to the Knowledge of Seller the Parent, union organizing activities, pending or threatened in writing Action or audit by a Governmental Authority against or involving any of the Parent Benefit Plans or the assets of any of the Parent Benefit Plans (other than routine benefit claims) with respect to which the Business EmployeesCompany or any Transferred Subsidiary could reasonably be expected to have any material liability. (c) No Controlled Group Liability has been incurred by the Company or a Company ERISA Affiliate that has not been satisfied in full, no condition exists that reasonably presents a risk to the Business Company or Company ERISA Affiliate of incurring any such liability, and neither the Conveyed Subsidiaries Company nor any Company ERISA Affiliate in the past six (6) years has maintained, been a participating employer, contributed to, or their Affiliates had any obligation to contribute to or had any liability with respect to the Business, any multiemployer plan (iiias defined in section 3(37) there are no pending or threatened in writing strikes, lockouts, work stoppages section 4001(a)(3) of ERISA or slowdowns involving the Business Employees or against the Business or the Conveyed Subsidiaries or their Affiliates with respect to the Business and (ivsection 414(f) there is no unfair labor practice charge, labor arbitration or labor grievance proceeding pending or threatened in writing against the Business or the Conveyed Subsidiaries or their Affiliates with respect to the Business that would, in the case of the foregoing clauses (iii) and (ivCode), individually or in the aggregate, be materially adverse to the Business. As of the date hereof, Seller Parent has provided copies to Purchaser of all material Collective Bargaining Agreements applicable to Business Employees, the Business or the Conveyed Subsidiaries or their Subsidiaries. Seller Parent, the Conveyed Subsidiaries and their respective Subsidiaries have satisfied any material pre-signing requirement to provide notice to, or enter into any information and consultation procedure with, any labor union, labor organization, works council or consultation body in connection with the execution of this Agreement or the transactions contemplated by this Agreement as required by any Contract or Laws. (g) As of the Closing, Seller Parent represents that each Business Employee devotes, and has devoted seventy percent (70%) or more of his or her working time in the last twelve (12) months (or such shorter period he or she has been employed by Seller Parent and its Affiliates) to performing services on behalf of the Business. (h) As at the date hereof, the Seller Internal Restructurings in France and Netherlands have been completed in accordance with applicable Laws (including obtaining requisite opinions from applicable works councils and employee representative bodies) such that there are no Business Employees employed in the Business in France or Netherlands other than those employed by a Conveyed Subsidiary. (i) Except as required by plans, programs, or arrangements required to be maintained or contributed to by the Laws of a non-U.S. jurisdiction, neither the execution and delivery For purposes of this Agreement, nor the consummation of the transactions contemplated hereby (either alone or in conjunction with “Controlled Group Liability” means any other event), will cause any and all liabilities (i) payments to become due or payable to any Business Employee, Former Business Employee, current or former consultant or directorunder Title IV of ERISA, (ii) acceleration, vesting or increase in any compensation or benefits to any Business Employee, Former Business Employee, current or former consultant or director, or under Section 302 of ERISA and (iii) Conveyed Subsidiary under Sections 412 and 4971 of the Code, and “Company ERISA Affiliate” means all employers (whether or a Subsidiary thereofnot incorporated) to transfer or set aside any assets to fund any benefits under any Conveyed Subsidiary Plan, or limit or restrict in any material respect that would be treated together with the right of Purchaser Company or any of its Affiliates or any Conveyed Subsidiary (or a Subsidiary thereof) to amend, terminate or transfer the assets of any Conveyed Subsidiary Plan. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated herein, will constitute Transferred Subsidiaries as a “change in ownership or controlsingle employer” or “change in effective control” of Seller Parent within the meaning of Section 280G of the Code. No Conveyed Subsidiary (or any Subsidiary thereof) is party to any plan, program, policy or arrangement providing for the “gross-up” or other compensation to any individual because of the imposition of any Tax on any payment to the individual related to Section 4999 or Section 409A 414 of the Code.

Employee Benefits; Employees. (a) Set forth in Section 4.17(a3.13(a) (Part I) of the Seller Disclosure Letter is a true contains an accurate and complete list of each the material Benefit Plans maintained in countries with ten or more Employees and separately identifies the Company Benefit Plans. The Seller Group Plan and Foreign Seller Group Plan categorized by shall furnish to the Acquiror Section 3.13(a) (iPart II) whether of the Seller Group Plan or Foreign Seller Group Plan is a Conveyed Subsidiary Plan and (ii) the country or countries for which such Seller Group Plan or Foreign Seller Group Plan provides benefits. No Conveyed Subsidiary Plan provides benefits to, or otherwise covers, any individual who is Disclosure Letter not a later than 30 Business Employee, Former Business Employee, or the dependents or beneficiaries thereof. (b) With respect to each material Conveyed Subsidiary Plan (other than Foreign Seller Group Plans that are not defined benefit pension plans), Seller Parent has made available to Purchaser Parent, prior to the date of this Agreement, true and complete copies of (i) each such plan’s governing document and any amendments thereto (or a written summary of all material terms if the plan has not been reduced to writing) and (ii) any applicable Plan Regulatory or Funding Documents. In addition, within thirty (30) days Days following the date hereof, with respect to each (x) material Conveyed Subsidiary Plan that is a Foreign Seller Group Plan, Seller Parent which schedule shall make available to Purchaser true set forth an accurate and complete copies of the documents contemplated by the immediately preceding sentence, and (y) each other material Seller Group Plan or Foreign Seller Group Plan for which Purchaser, the Conveyed Subsidiaries or their respective Affiliates have or will assume Liability following the Closing, Seller Parent shall make available to Purchaser Parent summaries list of the material terms Benefit Plans (identifying those that are Company Benefit Plans) maintained in countries with less than ten Employees. As applicable, the Seller has delivered or made available to the Acquiror: (i) a copy of such planseach material Benefit Plan, including all amendments thereto and all related trust documents; (ii) a copy of the most recent summary plan description for each Company Benefit Plan for which a summary plan description is required by applicable Law; (if anyiii) a copy of all material written Contracts relating to each Company Benefit Plan, the Parent Nonqualified Plans and excerpts or summaries the LTI Plan, including administrative service agreements and group insurance contracts, (iv) a copy of summary information in relation to the Company’s Annual Incentive Plan, including the methodology used to determine the total amount to be paid for 2009 performance and how individual payments related to individual targets (on a summary basis); (v) a copy of the actuarial annual reports (Form 5500 series or the equivalent for such plans any Foreign Plan) for each Company Benefit Plan for the last three complete plan years and a copy of the top-hat filings for the Parent Nonqualified Plans; (vi) a copy of the most recent letter of determination from the IRS relating to the extent relevant tax-qualified status of each Benefit Plan intended to be qualified under section 401(a) of the Code; (vii) a copy of any other written communications or documents relating to the Liabilities being assumed. Seller Company Benefit Plans, the Parent has made available Nonqualified Plans, Annual Incentive Plan or the LTI Plan that materially affect (or could reasonably be expected to Purchaser Parentmaterially affect) the Company’s, on any Transferred Subsidiary’s, the Acquiror’s or prior any of the Acquiror’s Affiliate’s current or future obligations or liabilities with respect to any Company Benefit Plan, the date Parent Nonqualified Plans, Annual Incentive Plan or the LTI Plan; and (viii) a copy of this Agreementall correspondence, requests, audits, interrogatories, filings, notices or similar communications received from any Governmental Authority, including the IRS, the Pension Benefit Guaranty Corporation, the United States Department of Labor or such corresponding non-U.S. Governmental Authority relating to matters that materially affect (or could reasonably be expected to materially affect) the Company’s, any Transferred Subsidiary’s, the Acquiror’s or any of the Acquiror’s Affiliate’s current or future obligations or liabilities with respect to any Employee or former employee of the Company or any Transferred Subsidiary (including their dependents, spouses or beneficiaries). (b) Each of the Company Benefit Plans that is not a Foreign Plan (each, a summary that is accurate “U.S. Benefit Plan”), the Parent Nonqualified Plans, Annual Incentive Plan and the LTI Plan complies in form and has been operated and administered in all material respects in accordance with its terms, applicable Law, including ERISA and the Code, and the terms of the value of the assets and Liabilities of the Seller Pension Plans that relate to Business Employees and Former Business Employees as of the end of the 2017 fiscal year of Seller any applicable collective bargaining (or similar) agreements. The Parent. (c) The IRS has issued a favorable determination letter, or for a prototype plan, opinion letter, with respect to each Conveyed Subsidiary ’s Savings Plan is intended to be qualified within the meaning of Section section 401(a) of the Code orand has received a favorable IRS determination letter with respect to such qualification and the Tax exempt status of its related trust, if no such determination letter has been made, either an application for such determination is pending with the IRS or the time within which such determination may be sought from the IRS has not yet expired, revoked and, to the Knowledge of Seller Parentthe Seller, nothing no event has occurred since the date of such determination or opinion and no condition exists that would could reasonably be expected to result in disqualification adversely affect such favorable determination. None of such Conveyed Subsidiary Plan. Each Conveyed Subsidiary Plan that the Company Benefit Plans is intended to qualify for any particular tax or regulatory treatment be qualified under section 401(a) of the Laws of a country other than the United States (i) has received documentation of such qualification from a Governmental Authority (if available)Code. There is no current, andpending or, to the Knowledge of Seller Parentthe Seller, nothing has occurred since threatened Action or Audit against or involving any of the date U.S. Benefit Plans or the assets of such documentation that would reasonably be expected any of the U.S. Benefit Plans (other than routine benefit claims) with respect to result in disqualification of such Conveyed which the Company or any Transferred Subsidiary Plan or (ii) if such documentation is not available, to the Knowledge of Seller Parent, so qualifiescould have any material liability. (dc) No Seller Group Plan is a “multiemployer plan,” as such term is defined in Section 3(373.13(c) of ERISA, nor the Seller Disclosure Letter sets forth each Pension Plan that is any Conveyed Subsidiary Plan subject to Section section 302 or Title IV of ERISA or Section section 412 of the Code and in which or to which the Company, any Transferred Subsidiary or any ERISA Affiliate participates or is required to contribute or with respect to which the Company or any Transferred Subsidiary has, or could reasonably be expected to have, any material liability. With respect to each Pension Plan that is subject to section 302 or Title IV of ERISA or section 412 of the Code. None , (i) there does not exist any accumulated funding deficiency (within the meaning of the Purchased Assets is subject to a lien under Section 430(k) section 412 of the Code or Section 4068 section 302 of ERISA), whether or not waived; (ii) no reportable event (within the meaning of section 4043 of ERISA), other than an event for which the 30-day notice period has been waived, has occurred, and the consummation of the transactions contemplated by this Agreement will not result in the occurrence of any such reportable event; (iii) all premiums to the PBGC have been timely paid in full; and (iv) neither Seller Parent the Company nor any of its ERISA Affiliates has incurred the Transferred Subsidiaries has, or could reasonably be expected to incur, any material liability (other than for premiums to the PBGC) under Title IV of ERISA. Neither the Company nor any ERISA Affiliate has ever maintained, been a participating employer, contributed to, or has had any obligation to contribute to, or has had any liability with respect to any multiemployer plan (other than premium payments to the Pension Benefit Guaranty Corporation as defined in the ordinary coursesection 3(37) or Section 4971 section 4001(a)(3) of ERISA or section 414(f) of the Code). (d) None of the Company, any Transferred Subsidiary, any officer of the Company or any Transferred Subsidiary or any U.S. Benefit Plan that is subject to ERISA, including any trust created thereunder and any trustee, administrator or other fiduciary thereof, has engaged in a prohibited transaction (as defined in section 406 of ERISA or section 4975 of the Code) or any other breach of fiduciary responsibility that could subject the Company, or any Transferred Subsidiary or any officer of the Company or any Transferred Subsidiary to a material Tax or penalty on prohibited transactions imposed by section 4975 of the Code which has not or to any material liability imposed under Title I of ERISA. (e) All material contributions, premiums, Tax, expenses and benefit payments required to be made under or in connection with any U.S. Benefit Plan have been and timely made when due or are appropriately accrued in accordance with GAAP. The transactions contemplated by this Agreement will not require that contribution be fully paid as made to any Pension Plan pursuant to section 412(l) of the ClosingCode. None Neither the Company nor any of the Conveyed Transferred Subsidiaries (has provided, or the Subsidiaries thereofis required to provide, security to any Pension Plan or to any single-employer plan of an ERISA Affiliate pursuant to section 401(a)(29) or the Business has as of the date Code. (f) No U.S. Benefit Plan provides retiree life insurance, retiree health benefits or other retiree welfare benefits to any Employee or former employee of this Agreementthe Company or any Transferred Subsidiary (including any dependents, spouses, or will have as of the Closing, any Liability in respect of post-employment or post-retirement medical, health or life insurance benefits beneficiaries) for any current reason other than coverage or former employees, except as required benefits (i) mandated by applicable Law or to avoid excise tax under Section 4980B (ii) the full cost of which is borne by any such Employee or former employee of the Code. Company or any Transferred Subsidiary (or dependents, spouses, or beneficiaries). (g) Except as set forth disclosed on Section 4.17(d3.13(g) of the Seller Disclosure Letter, the Company and the Transferred Subsidiaries have no Seller Group Plan material unfunded liabilities with respect to any Pension Plan, nonqualified deferred compensation, supplemental or Foreign Seller Group Plan is a defined benefit pension planexcess plans, or any post-retirement life, health or other welfare benefits. (e) Each Seller Group Plan and Foreign Seller Group Plan (other than a Conveyed Subsidiary Plan) has been maintained, operated, funded and administered in compliance in all respects with its terms and applicable Law, except for such instances of noncompliance that would not, individually or in the aggregate, be materially adverse to the Business. Each Conveyed Subsidiary Plan has been established, maintained, funded and administered in compliance in all material respects its terms and applicable Law. All material contributions or premiums with respect to each Conveyed Subsidiary Plan have been paid or deducted in a timely fashion and there are no material outstanding defaults or violations thereunder that have not been properly recorded in the Financial Statements. Other than routine claims for benefits, there are no suits, claims, proceedings, actions, governmental audits or investigations that are pending or threatened against or involving any Seller Group Plan or Foreign Seller Group Plan or asserting any rights to or claims for benefits under any Seller Group Plan or Foreign Seller Group Plan, except for such actions that have not had and would not, individually or in the aggregate, a be materially adverse to the Business. (fh) Except as required by applicable Law or as set forth in on Section 4.17(f3.13(h) of the Seller Disclosure Letter: , (i) none of the Conveyed Subsidiaries each Foreign Plan complies in form and has been operated and administered in all material respects in accordance with its terms and applicable Law (or employers of Business Employees who are not as of Closing employed in a Conveyed Subsidiary) recognize a labor union (in the case of employers that are not Conveyed Subsidiaries or Subsidiaries thereof, excluding any labor union that does not represent the Business Employees) and none of the Business Employees are represented by any labor organization, works council or consultation body (other than industry-wide or national labor organizations) or subject to, or covered by, including the terms of any material Collective Bargaining Agreement in connection with their services to the Businesscollective bargaining agreement, mandate, work rule or other similar agreement or order); (ii) no labor unionif any Foreign Plan is intended to qualify for special Tax or similar treatment, labor organizationsuch Foreign Plan meets all requirements to the extent necessary to obtain such treatment; (iii) neither the Company nor any Transferred Subsidiary maintains any Foreign Plan that is a defined benefit pension plan or that provides benefits pursuant to a formula that requires benefits to be funded based on actuarial principles; (iv) full payment has been made (including but not limited to contributions, works council or consultation body has made a demand for recognition or certificationpremiums, Tax, expenses and there are no representation or certification proceedings, union elections benefits payments) or, if applicable, accrued in accordance with country-specific accounting practices, of all the amounts required to have been made by the Knowledge Company or any Transferred Subsidiary under the terms of Seller Parenteach Foreign Plan or applicable Law as contributions to such Foreign Plan, union organizing activities, pending or threatened in writing with respect to such Foreign Plan; (v) the Business Employeesfair market value of the assets of each Foreign Plan that is a defined benefit plan exceeds the accrued benefit obligations under such Foreign Plan or applicable Law; (vi) for any Foreign Plan providing defined benefits, the Business or actuary’s report on the Conveyed Subsidiaries or their Affiliates with respect to latest actuarial valuation accurately describes the Business, (iii) there are no pending or threatened in writing strikes, lockouts, work stoppages or slowdowns involving the Business Employees or against the Business or the Conveyed Subsidiaries or their Affiliates with respect to the Business financial position of that scheme at its valuation date and (ivvii) if any Foreign Plan in the United Kingdom is a contracted-out scheme within the meaning of the UK Xxxxxxx Xxxxxxx Xxx 0000, there is in force a contracting-out certificate covering such of the Company and the Transferred Subsidiaries which employ members of that Foreign Plan and there is no unfair labor practice charge, labor arbitration or labor grievance proceeding pending or threatened in writing against reason why the Business or the Conveyed Subsidiaries or their Affiliates with respect certificate could reasonably be expected to the Business that would, in the case of the foregoing clauses (iii) and (iv), individually or in the aggregate, be materially adverse to the Business. As of the date hereof, Seller Parent has provided copies to Purchaser of all material Collective Bargaining Agreements applicable to Business Employees, the Business or the Conveyed Subsidiaries or their Subsidiaries. Seller Parent, the Conveyed Subsidiaries and their respective Subsidiaries have satisfied any material pre-signing requirement to provide notice to, or enter into any information and consultation procedure with, any labor union, labor organization, works council or consultation body in connection with the execution of this Agreement or the transactions contemplated by this Agreement as required by any Contract or Laws. (g) As of the Closing, Seller Parent represents that each Business Employee devotes, and has devoted seventy percent (70%) or more of his or her working time in the last twelve (12) months (or such shorter period he or she has been employed by Seller Parent and its Affiliates) to performing services on behalf of the Business. (h) As at the date hereof, the Seller Internal Restructurings in France and Netherlands have been completed in accordance with applicable Laws (including obtaining requisite opinions from applicable works councils and employee representative bodies) such that there are no Business Employees employed in the Business in France or Netherlands other than those employed by a Conveyed Subsidiarycancelled. (i) Except as required by plans, programs, or arrangements required to be maintained or contributed to by the Laws of a non-U.S. jurisdiction, neither the execution and delivery of this Agreement, nor the consummation disclosed in Section 3.13(i) of the transactions contemplated hereby (either alone or Seller Disclosure Letter and in conjunction with any other event), will cause any relation only to Foreign Plans in the United Kingdom: (i) payments to become due there has been no arrangement which might be construed as a compromise or payable to any Business Employee, Former Business Employee, current a reduction of a statutory debt under section 75 or former consultant or director, 75A of the Pensions Xxx 0000; (ii) accelerationno acts, vesting omissions or increase in any compensation other events have been reported to the UK Pensions Regulator under sections 69 or benefits 70 of the Pensions Act 2004 and there is no fact or circumstances likely to any Business Employee, Former Business Employee, current or former consultant or director, or give rise to such reports; (iii) Conveyed no contribution notice or financial support direction under the Xxxxxxx Xxx 0000 has been issued to the Company or to any Transferred Subsidiary or to any other Person in respect of any Foreign Plan and there is no fact or circumstance likely to give rise to any such notice or direction; (iv) any Foreign Plan which is a money purchase scheme and apart from any insured death in service benefits provides money purchase benefits only as defined in section 181 of the Xxxxxxx Xxxxxxx Xxx 0000; (v) each Foreign Plan is a registered pension scheme for the purposes of Chapter 2 of Part 4 of the Finance Xxx 0000 and there is no reason why HM Revenue and Customs might de-register any Foreign Plan; (vi) no contributions from a European employer as defined for the purposes of Part 7 of the Pensions Act 2004 have been accepted by any Foreign Plan; and (vii) neither the Company nor any Transferred Subsidiary is or has (A) any debt that is or has become due with respect to a Foreign Plan under its terms or applicable Law (including under section 75 or 75A of the Pensions Act 1995 (as amended)) or (B) been a party to an act or deliberate failure to act (or a Subsidiary thereofknowingly assisted) to transfer prevent the recovery of any amount of debt due under section 75 or set aside 75A of the Pensions Xxx 0000 (as amended). (j) Each of the Parent Nonqualified Plans has been operated and administered in all material respects in accordance with, and is in documentary compliance with, the requirements of sections 409A(a)(2), 409A(a)(3) and 409A(a)(4) of the Code and related Treasury Regulations. As of the Closing Date, there are no funding arrangements relating to the Parent Nonqualified Plans. (k) Except as disclosed on Section 3.13(k) of the Seller Disclosure Letter: (i) there is not in existence, nor has there been within the 12 months prior to the date hereof, any assets pending or, to fund the Knowledge of the Seller, threatened (A) strike, slowdown, work stoppage, picketing, lockout or any benefits under other dispute or controversy with or involving a labor organization or with respect to unionization or collective bargaining related to Employees; (B) labor-related organizational effort, election activity or request or demand for negotiations, recognition or representation related to Employees; or (C) grievance, dispute, arbitration, administrative hearing, unfair labor practice charge, other employment Action, union- or labor-related Action or other formal claim with respect to which the Company or any Conveyed Transferred Subsidiary Plancould have any material liability; (ii) (A) neither the Company nor any of the Transferred Subsidiaries is, or limit within the preceding 12 months was, a party to or restrict in bound by any material respect the right of Purchaser collective bargaining agreement, other agreement or understanding, work rules or practice or arbitration award with any labor union, works council, or any of its Affiliates or any Conveyed Subsidiary (or a Subsidiary thereof) to amend, terminate or transfer the assets of any Conveyed Subsidiary Plan. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated herein, will constitute a “change in ownership or control” or “change in effective control” of Seller Parent within the meaning of Section 280G of the Code. No Conveyed Subsidiary (or any Subsidiary thereof) is party to any plan, program, policy or arrangement providing for the “gross-up” or other compensation to any individual because of the imposition of any Tax on any payment to the individual related to Section 4999 or Section 409A of the Code.similar organization;

Employee Benefits; Employees. (a) Set forth in Section 4.17(a5.18(a) of the Seller Purchaser Parent Disclosure Letter is a true and complete list of each material Seller Purchaser Group Plan and Foreign Seller Purchaser Group Plan categorized by (i) whether the Seller Purchaser Group Plan or Foreign Seller Purchaser Group Plan is a Conveyed Subsidiary Purchaser Business Plan and (ii) the country or countries for which such Seller Purchaser Group Plan or Foreign Seller Purchaser Group Plan provides benefits. No Conveyed Subsidiary Purchaser Business Plan provides benefits to, or otherwise covers, any individual who is not a Purchaser Business Employee, Former Purchaser Business Employee, or the dependents or beneficiaries thereof. (b) With respect to each material Conveyed Subsidiary Purchaser Business Plan (other than Foreign Seller Purchaser Group Plans that are not defined benefit pension plans), Seller Purchaser Parent has made available to Purchaser Seller Parent, prior to the date of this Agreement, true and complete copies of (i) each such plan’s governing document and any amendments thereto (or a written summary of all material terms if the plan has not been reduced to writing) and (ii) any applicable Plan Regulatory or Funding Documents. In addition, within thirty (30) days following the date hereof, with respect to each (x) material Conveyed Subsidiary Purchaser Business Plan that is a Foreign Seller Purchaser Group Plan, Seller Purchaser Parent shall make available to Purchaser Seller Parent true and complete copies of the documents contemplated by the immediately preceding sentence, and (y) each other material Seller Purchaser Group Plan or Foreign Seller Purchaser Group Plan for which PurchaserPurchaser or its Subsidiaries has any Liability, the Conveyed Subsidiaries or their respective Affiliates have or will assume Liability following the Closing, Seller Purchaser Parent shall make available to Purchaser Seller Parent summaries of the material terms of such plans, the most recent summary plan description (if any) and excerpts or summaries of the actuarial reports for such plans to the extent relevant to the Liabilities being assumedof Purchaser or its Subsidiaries. Seller Purchaser Parent has made available to Purchaser Seller Parent, on or prior to the date of this Agreement, a summary that is accurate in all material respects of the value of the assets and Liabilities of the Seller Pension all Purchaser Business Plans that relate to Business Employees and Former Business Employees are defined benefit pension plans as of the end of the 2017 fiscal year of Seller Purchaser Parent. (c) The IRS has issued a favorable determination letter, or for a prototype plan, opinion letter, with respect to each Conveyed Subsidiary Purchaser Business Plan intended to be qualified within the meaning of Section 401(a) of the Code or, if no such determination has been made, either an application for such determination is pending with the IRS or the time within which such determination may be sought from the IRS has not yet expired, and, to the Knowledge of Seller Purchaser Parent, nothing has occurred since the date of such determination or opinion that would reasonably be expected to result in disqualification of such Conveyed Subsidiary Purchaser Business Plan. Each Conveyed Subsidiary Purchaser Business Plan that is intended to qualify for any particular tax or regulatory treatment under the Laws of a country other than the United States (i) has received documentation of such qualification from a Governmental Authority (if available), and, to the Knowledge of Seller Purchaser Parent, nothing has occurred since the date of such documentation that would reasonably be expected to result in disqualification of such Conveyed Subsidiary Purchaser Business Plan or (ii) if such documentation is not available, to the Knowledge of Seller Purchaser Parent, so qualifies. (d) No Seller Purchaser Group Plan is a “multiemployer plan,” as such term is defined in Section 3(37) of ERISA, nor is any Conveyed Subsidiary Purchaser Business Plan subject to Section 302 or Title IV of ERISA or Section 412 of the Code. None Neither Purchaser nor its Subsidiaries (or any assets of the Purchased Assets Purchaser or its Subsidiaries) is subject to a lien under Section 430(k) of the Code or Section 4068 of ERISA, and neither Seller Purchaser Parent nor any of its ERISA Affiliates has incurred any liability under Title IV of ERISA (other than premium payments to the Pension Benefit Guaranty Corporation in the ordinary course) or Section 4971 of the Code which has not been and will not be fully paid as of the Closing. None of the Conveyed Purchaser, its Subsidiaries (or the Subsidiaries thereof) or the Purchaser Business has as of the date of this Agreement, or will have as of the Closing, any Liability in respect of post-employment or post-retirement medical, health or life insurance benefits for any current or former employees, except as required by applicable Law or to avoid excise tax under Section 4980B of the Code. Except as set forth on Section 4.17(d5.18(d) of the Seller Purchaser Parent Disclosure Letter, no Seller Purchaser Group Plan or Foreign Seller Purchaser Group Plan is a defined benefit pension plan. . (e) Each Seller Purchaser Group Plan and Foreign Seller Purchaser Group Plan (other than a Conveyed Subsidiary Purchaser Business Plan) has been maintained, operated, funded and administered in compliance in all respects with its terms and applicable Law, except for such instances of noncompliance that would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business. Each Conveyed Subsidiary Purchaser Business Plan has been established, maintained, funded and administered in compliance in all material respects its terms and applicable Law. All material contributions or premiums with respect to each Conveyed Subsidiary Purchaser Business Plan have been paid or deducted in a timely fashion and there are no material outstanding defaults or violations thereunder that have not been properly recorded in the Purchaser Financial Statements. Other than routine claims for benefits, there are no suits, claims, proceedings, actions, governmental audits or investigations that are pending or threatened against or involving any Seller Purchaser Group Plan or Foreign Seller Purchaser Group Plan or asserting any rights to or claims for benefits under any Seller Purchaser Group Plan or Foreign Seller Purchaser Group Plan, except for such actions that have not had and would not, individually or in the aggregate, a be materially adverse to Purchaser or the Purchaser Business. (f) Except as set forth in Section 4.17(f) of the Seller Disclosure Letter: (i) none of the Conveyed Subsidiaries (or employers of Business Employees who are not as of Closing employed in a Conveyed Subsidiary) recognize a labor union (in the case of employers that are not Conveyed Subsidiaries or Subsidiaries thereof, excluding any labor union that does not represent the Business Employees) and none of the Business Employees are represented by any labor organization, works council or consultation body (other than industry-wide or national labor organizations) or subject to, or covered by, the terms of any material Collective Bargaining Agreement in connection with their services to the Business, (ii) no labor union, labor organization, works council or consultation body has made a demand for recognition or certification, and there are no representation or certification proceedings, union elections or, to the Knowledge of Seller Parent, union organizing activities, pending or threatened in writing with respect to the Business Employees, the Business or the Conveyed Subsidiaries or their Affiliates with respect to the Business, (iii) there are no pending or threatened in writing strikes, lockouts, work stoppages or slowdowns involving the Business Employees or against the Business or the Conveyed Subsidiaries or their Affiliates with respect to the Business and (iv) there is no unfair labor practice charge, labor arbitration or labor grievance proceeding pending or threatened in writing against the Business or the Conveyed Subsidiaries or their Affiliates with respect to the Business that would, in the case of the foregoing clauses (iii) and (iv), individually or in the aggregate, be materially adverse to the Business. As of the date hereof, Seller Parent has provided copies to Purchaser of all material Collective Bargaining Agreements applicable to Business Employees, the Business or the Conveyed Subsidiaries or their Subsidiaries. Seller Parent, the Conveyed Subsidiaries and their respective Subsidiaries have satisfied any material pre-signing requirement to provide notice to, or enter into any information and consultation procedure with, any labor union, labor organization, works council or consultation body in connection with the execution of this Agreement or the transactions contemplated by this Agreement as required by any Contract or Laws. (g) As of the Closing, Seller Parent represents that each Business Employee devotes, and has devoted seventy percent (70%) or more of his or her working time in the last twelve (12) months (or such shorter period he or she has been employed by Seller Parent and its Affiliates) to performing services on behalf of the Business. (h) As at the date hereof, the Seller Internal Restructurings in France and Netherlands have been completed in accordance with applicable Laws (including obtaining requisite opinions from applicable works councils and employee representative bodies) such that there are no Business Employees employed in the Business in France or Netherlands other than those employed by a Conveyed Subsidiary. (i) Except as required by plans, programs, or arrangements required to be maintained or contributed to by the Laws of a non-U.S. jurisdiction, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby (either alone or in conjunction with any other event), will cause any (i) payments to become due or payable to any Business Employee, Former Business Employee, current or former consultant or director, (ii) acceleration, vesting or increase in any compensation or benefits to any Business Employee, Former Business Employee, current or former consultant or director, or (iii) Conveyed Subsidiary (or a Subsidiary thereof) to transfer or set aside any assets to fund any benefits under any Conveyed Subsidiary Plan, or limit or restrict in any material respect the right of Purchaser or any of its Affiliates or any Conveyed Subsidiary (or a Subsidiary thereof) to amend, terminate or transfer the assets of any Conveyed Subsidiary Plan. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated herein, will constitute a “change in ownership or control” or “change in effective control” of Seller Parent within the meaning of Section 280G of the Code. No Conveyed Subsidiary (or any Subsidiary thereof) is party to any plan, program, policy or arrangement providing for the “gross-up” or other compensation to any individual because of the imposition of any Tax on any payment to the individual related to Section 4999 or Section 409A of the Code.

Employee Benefits; Employees. (a) Set Parent agrees that, following the Effective Time, the Employees of the Company and its Subsidiaries who are employed by the Company or its Subsidiaries at the Effective Time and who remain employed with the Surviving Company, at the Surviving Company’s sole discretion (subject to applicable Law and applicable employment agreements) thereafter (the “Affected Employees”), will be eligible to participate in the employee benefit plans and arrangements of Parent and its Subsidiaries (“Parent Benefit Plans”) for so long as they shall be so employed, on substantially the same terms and conditions as similarly situated employees of Parent and its Subsidiaries. Parent will cause such Parent Benefit Plans to take into account, for purposes of eligibility, vesting and benefit accrual thereunder (other than benefit accrual under any pension or retirement plan) service by Affected Employees with the Company and its Subsidiaries prior to the Effective Time as if such service were with Parent. With respect to any Parent Benefit Plans in which any of the Affected Employees first become eligible to participate on or after the Effective Time (“New Plans”), Parent shall (i) waive all preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements under any such New Plans, except to the extent such conditions or exclusions would have been recognized under the Benefit Plans, (ii) recognize service of the Affected Employees credited by the Company or its Subsidiaries prior to the Effective Time for purpose of eligibility and vesting under the New Plans (and not for purposes of benefit accrual under any employee pension or retiree medical plans), (iii) credit any deductibles, co-payments or other out-of-pocket expenses for the current calendar year for each Affected Employee and dependent recognized or recognizable under the Benefit Plans, and (iv) apply any increase in any of the Affected Employee’s portion of the premium costs, deductibles, co-payments and other out-of-pocket costs no earlier than the later of the first day of the first plan year beginning after the Effective Time of either the Benefit Plan or the New Plan. Entitlement to paid time off of the Affected Employees shall not be reduced. In addition, subject to the terms thereof, Parent shall cause the Surviving Corporation and its Subsidiaries to honor the employment agreement and change-in-control severance plans set forth in Section 4.17(a) 6.8 of the Seller Company Disclosure Letter is a true and complete list Letter, that were entered into or adopted by the Company or any of each material Seller Group Plan and Foreign Seller Group Plan categorized by (i) whether the Seller Group Plan or Foreign Seller Group Plan is a Conveyed Subsidiary Plan and (ii) the country or countries for which such Seller Group Plan or Foreign Seller Group Plan provides benefits. No Conveyed Subsidiary Plan provides benefits to, or otherwise covers, any individual who is not a Business Employee, Former Business Employee, or the dependents or beneficiaries thereof. (b) With respect to each material Conveyed Subsidiary Plan (other than Foreign Seller Group Plans that are not defined benefit pension plans), Seller Parent has made available to Purchaser Parent, its Subsidiaries prior to the date hereof covering the executives of the Company or its Subsidiaries whose names are set forth in Section 6.8 of the Company Disclosure Letter (the “Executives”); provided that if the aggregate amounts of termination payments, including change of control, severance and similar payments payable, by Law or contract, from and after the Effective Time (the “Executives Payments”), to such executives listed in Section 6.8 of the Company Disclosure Letter, as reasonably determined by Parent in good faith as of the Effective Time, exceed, in the aggregate, $4,856,000, then the Aggregate Cash Consideration shall be reduced by the amount of such excess (any such amount, the “Executives Payments Excess”) as provided in Section 4.2(a) of this Agreement, true and complete copies of (i) each such plan’s governing document and any amendments thereto (or a written summary of all material terms if . Parent acknowledges that the plan has not been reduced to writing) and (ii) any applicable Plan Regulatory or Funding Documents. In addition, within thirty (30) days following the date hereof, with respect to each (x) material Conveyed Subsidiary Plan that is a Foreign Seller Group Plan, Seller Parent shall make available to Purchaser true and complete copies consummation of the documents transactions contemplated by the immediately preceding sentence, and this Agreement will (yA) each other material Seller Group Plan or Foreign Seller Group Plan for which Purchaser, the Conveyed Subsidiaries or their respective Affiliates have or will assume Liability following the Closing, Seller Parent shall make available to Purchaser Parent summaries of the material terms of such plans, the most recent summary plan description (if any) and excerpts or summaries of the actuarial reports for such plans to the extent relevant to the Liabilities being assumed. Seller Parent has made available to Purchaser Parent, on or prior to the date of this Agreement, a summary that is accurate in all material respects of the value of the assets and Liabilities of the Seller Pension Plans that relate to Business Employees and Former Business Employees as of the end of the 2017 fiscal year of Seller Parent. (c) The IRS has issued a favorable determination letter, or for a prototype plan, opinion letter, with respect to each Conveyed Subsidiary Plan intended to be qualified within the meaning of Section 401(a) of the Code or, if no such determination has been made, either an application for such determination is pending with the IRS or the time within which such determination may be sought from the IRS has not yet expired, and, to the Knowledge of Seller Parent, nothing has occurred since the date of such determination or opinion that would reasonably be expected to result in disqualification of such Conveyed Subsidiary Plan. Each Conveyed Subsidiary Plan that is intended to qualify for any particular tax or regulatory treatment under the Laws of a country other than the United States (i) has received documentation of such qualification from a Governmental Authority (if available), and, to the Knowledge of Seller Parent, nothing has occurred since the date of such documentation that would reasonably be expected to result in disqualification of such Conveyed Subsidiary Plan or (ii) if such documentation is not available, to the Knowledge of Seller Parent, so qualifies. (d) No Seller Group Plan is constitute a “multiemployer plan,Change In Control” as such term is defined in Section 3(37the Pacific Exchange Change in Control Severance Benefits Plan for Group I Officers, effective as of June 15, 2004, and the Pacific Exchange Change in Control Severance Benefits Plan for Group II Officers, effective as of June 15, 2004 and (B) of ERISA, nor is any Conveyed Subsidiary Plan subject result in such changes to Section 302 or Title IV of ERISA or Section 412 each of the Code. None Executives’ authorities, duties, or responsibilities with the Company and its Subsidiaries prior to the Effective Time to constitute “Good Reason”, as such term is defined in the employment agreement and change-in-control severance plans set forth in Section 6.8 of the Purchased Assets is subject to a lien under Section 430(k) of the Code or Section 4068 of ERISA, and neither Seller Parent nor any of its ERISA Affiliates has incurred any liability under Title IV of ERISA (other than premium payments to the Pension Benefit Guaranty Corporation in the ordinary course) or Section 4971 of the Code which has not been and will not be fully paid as of the Closing. None of the Conveyed Subsidiaries (or the Subsidiaries thereof) or the Business has as of the date of this Agreement, or will have as of the Closing, any Liability in respect of post-employment or post-retirement medical, health or life insurance benefits for any current or former employees, except as required by applicable Law or to avoid excise tax under Section 4980B of the Code. Except as set forth on Section 4.17(d) of the Seller Company Disclosure Letter, no Seller Group Plan or Foreign Seller Group Plan is a defined benefit pension plan. (e) Each Seller Group Plan and Foreign Seller Group Plan (other than a Conveyed Subsidiary Plan) has been maintained, operated, funded and administered in compliance in all respects with its terms and applicable Law, except for such instances of noncompliance that would not, individually or in the aggregate, be materially adverse to the Business. Each Conveyed Subsidiary Plan has been established, maintained, funded and administered in compliance in all material respects its terms and applicable Law. All material contributions or premiums with respect to each Conveyed Subsidiary Plan have been paid of the Executives. In light of the foregoing acknowledgment, the parties acknowledge and agree that no later than 30 days following the Effective Time, the Surviving Corporation shall pay to each Executive his or deducted her applicable Executives Payment in a timely fashion and there are no material outstanding defaults accordance with the terms of the employment agreement or violations thereunder change-in-control severance plan applicable to such Executive; provided that have not been properly recorded in for the Financial Statements. Other than routine claims for benefitsavoidance of doubt, there are no suits, claims, proceedings, actions, governmental audits or investigations that are pending or threatened against or involving any Seller Group Plan or Foreign Seller Group Plan or asserting any rights to or claims for benefits under any Seller Group Plan or Foreign Seller Group Plan, except for such actions that have not had and would not, individually or in Executive Payments Excess shall reduce the aggregate, a be materially adverse to the BusinessAggregate Cash Consideration as provided aforesaid. (fb) Except as set forth in Section 4.17(f) The Company acknowledges that, subject to applicable Law or contract, following the Effective Time, Parent shall have no requirement to continue employment for any Employee of the Seller Disclosure Letter: (i) none Company or its Subsidiaries. Any decision by Parent to continue employment of an Affected Employee after the Conveyed Subsidiaries (or employers of Business Employees who are not as of Closing employed in a Conveyed Subsidiary) recognize a labor union (in the case of employers that are not Conveyed Subsidiaries or Subsidiaries thereof, excluding any labor union that does not represent the Business Employees) Effective Time shall be to occupy positions designated by Parent and none of the Business Employees are represented by any labor organization, works council or consultation body (other than industry-wide or national labor organizations) or subject to, or covered by, pursuant to the terms of any material Collective Bargaining Agreement and conditions determined by Parent in connection with their services to the Businessits sole discretion, (ii) no labor union, labor organization, works council or consultation body has made a demand for recognition or certification, and there are no representation or certification proceedings, union elections or, to the Knowledge of Seller Parent, union organizing activities, pending or threatened unless Parent otherwise agrees in writing with respect to the Business Employees, the Business or the Conveyed Subsidiaries or their Affiliates with respect to the Business, (iii) there are no pending or threatened in writing strikes, lockouts, work stoppages or slowdowns involving the Business Employees or against the Business or the Conveyed Subsidiaries or their Affiliates with respect to the Business and (iv) there is no unfair labor practice charge, labor arbitration or labor grievance proceeding pending or threatened in writing against the Business or the Conveyed Subsidiaries or their Affiliates with respect to the Business any such Employee. The Company acknowledges that would, in the case of the foregoing clauses (iii) and (iv), individually or in the aggregate, be materially adverse to the Business. As of following the date hereof, Seller Parent has provided copies to Purchaser of all material Collective Bargaining Agreements applicable to Business Employeesmay, the Business or the Conveyed Subsidiaries or their Subsidiaries. Seller Parentin its sole discretion, the Conveyed Subsidiaries and their respective Subsidiaries have satisfied any material pre-signing requirement to provide notice to, or enter into any information and consultation procedure with, any labor union, labor organization, works council or consultation body in connection with the execution of this Agreement or the transactions contemplated by this Agreement as required by any Contract or Laws. (g) As contact certain Employees of the Closing, Seller Parent represents that each Business Employee devotes, and has devoted seventy percent (70%) or more of his or her working time in the last twelve (12) months (or such shorter period he or she has been employed by Seller Parent Company and its Affiliates) Subsidiaries to performing services on behalf discuss the terms of the Business. (h) As at the date hereofemployment, the Seller Internal Restructurings in France and Netherlands have been completed in accordance if any, with applicable Laws (including obtaining requisite opinions from applicable works councils and employee representative bodies) such that there are no Business Employees employed in the Business in France or Netherlands other than those employed by a Conveyed Subsidiary. (i) Except as required by plans, programs, or arrangements required to be maintained or contributed to by the Laws of a non-U.S. jurisdiction, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby (either alone or in conjunction with any other event), will cause any (i) payments to become due or payable to any Business Employee, Former Business Employee, current or former consultant or director, (ii) acceleration, vesting or increase in any compensation or benefits to any Business Employee, Former Business Employee, current or former consultant or director, or (iii) Conveyed Subsidiary (or a Subsidiary thereof) to transfer or set aside any assets to fund any benefits under any Conveyed Subsidiary Plan, or limit or restrict in any material respect the right of Purchaser Parent or any of its Affiliates or Subsidiaries, including, without limitation, the Surviving Corporation, following the Effective Time. The Company agrees to use its reasonable best efforts to assist Parent in any Conveyed Subsidiary (or a Subsidiary thereof) such discussions and to amend, terminate or transfer the assets of use its reasonable best efforts to assist Parent in procuring any Conveyed Subsidiary Plan. Neither the execution employment agreements that Parent and delivery of this Agreement, nor the consummation of the transactions contemplated herein, will constitute a “change in ownership or control” or “change in effective control” of Seller Parent within the meaning of Section 280G of the Code. No Conveyed Subsidiary (or any Subsidiary thereof) is party such employees wish to any plan, program, policy or arrangement providing for the “gross-up” or other compensation to any individual because of the imposition of any Tax on any payment to the individual related to Section 4999 or Section 409A of the Codeenter into.

Employee Benefits; Employees. (a) Set forth in Section 4.17(aSchedule 5.15(a) of the Seller Disclosure Letter is a true Schedules lists all Business Employees as of the date hereof, and complete list of sets forth, for each material Seller Group Plan and Foreign Seller Group Plan categorized by (i) whether the Seller Group Plan or Foreign Seller Group Plan is a Conveyed Subsidiary Plan and (ii) the country or countries for which such Seller Group Plan or Foreign Seller Group Plan provides benefits. No Conveyed Subsidiary Plan provides benefits to, or otherwise covers, any individual who is not a Business Employee, Former such Business Employee’s name, employee identification number, position, status (as to leave of disability status, full-time or part-time, active or inactive), salary or hourly rate of pay, bonus opportunity, date of hire, and principal work location. To the dependents Knowledge of Seller, as of the date hereof, all Business Employees who are based and ordinarily working in the U.S. (the “U.S. Business Employees”) have established valid, current U.S. employment authorization. No Assumed Benefit Plan is subject to ERISA or beneficiaries thereofintended to be qualified under Section 401(a) of the Code. (b) Section 5.15(b) of the Seller Disclosure Schedules lists each material Employee Benefit Plan (or form thereof with respect to individual arrangements that do not differ in any material respect from such form). With respect to each material Conveyed Subsidiary Plan (other than Foreign Seller Group Plans that are not defined benefit pension plans)Employee Benefit Plan, Seller Parent has made available to Purchaser Parentprovided a true, prior correct and complete copy of the following documents, to the date of this Agreement, true and complete copies of extent applicable: (i) each such plan’s governing the plan document and any all amendments thereto (or a written summary of all the material terms if the plan has not been reduced to writing) thereof), and (ii) any applicable Plan Regulatory the most recent IRS determination, opinion or Funding Documentsadvisory letter. In addition, within thirty (30) days following the date hereof, with With respect to each (x) material Conveyed Subsidiary Plan that is a Foreign Seller Group any Assumed Benefit Plan, Seller Parent shall make available to Purchaser true has also provided a true, correct and complete copies copy of the documents contemplated by following documents, to the immediately preceding sentenceextent applicable: (i) for the most recently completed plan year, (A) the IRS Form 5500 and all schedules thereto, (B) audited financial statements and (yC) each actuarial or other material Seller Group Plan or Foreign Seller Group Plan for which Purchaser, the Conveyed Subsidiaries or their respective Affiliates have or will assume Liability following the Closing, Seller Parent shall make available to Purchaser Parent summaries of the material terms of such plans, valuation reports; and (ii) the most recent summary plan description (if any) and excerpts or summaries of other material communications to employees regarding the actuarial reports for such plans to the extent relevant to the Liabilities being assumed. Seller Parent has made available to Purchaser Parent, on or prior to the date of this Agreement, a summary that is accurate in all material respects of the value of the assets and Liabilities of the Seller Pension Plans that relate to Business Employees and Former Business Employees as of the end of the 2017 fiscal year of Seller ParentAssumed Benefit Plans. (c) The IRS has issued a favorable determination letter, or for a prototype plan, opinion letter, with respect to each Conveyed Subsidiary Plan intended to be qualified within the meaning of Section 401(a) of the Code or, if no such determination has been made, either an application for such determination is pending with the IRS or the time within which such determination may be sought from the IRS has Except as could not yet expired, and, to the Knowledge of Seller Parent, nothing has occurred since the date of such determination or opinion that would reasonably be expected to result in disqualification of such Conveyed Subsidiary Plan. Each Conveyed Subsidiary Plan that is intended material liability to qualify for Buyer or any particular tax or regulatory treatment under the Laws of a country Acquired Company, other than the United States Covered Multiemployer Plans, neither Seller, its subsidiaries (iincluding the Acquired Companies) nor any ERISA Affiliate of Seller, currently sponsors, is obligated to contribute to or has received documentation any liability in respect of such qualification from a Governmental Authority (if available), and, single employer plan or other pension plan subject to Title IV or Section 302 of ERISA or Section 412 of the Knowledge of Seller Parent, nothing has occurred since the date of such documentation that would reasonably be expected to result in disqualification of such Conveyed Subsidiary Plan or (ii) if such documentation is not available, to the Knowledge of Seller Parent, so qualifiesCode. (d) No Seller Group Employee Benefit Plan is (i) a Multiemployer Plan, other than a Covered Multiemployer Plan, (ii) a “multiemployer multiple employer plan,” as such term is defined in (within the meaning of Section 3(37413(c) of the Code), (iii) a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA, nor is any Conveyed Subsidiary Plan ) or (iv) a single employer plan or other pension plan subject to Title IV or Section 302 or Title IV of ERISA or Section 412 of the Code. None of the Purchased Assets is subject With respect to a lien under Section 430(k) of the Code or Section 4068 of ERISA, and neither Seller Parent nor any of its ERISA Affiliates has incurred any liability under Title IV of ERISA (other than premium payments to the Pension Employee Benefit Guaranty Corporation in the ordinary course) or Section 4971 of the Code which has not been and will not be fully paid as of the Closing. None of the Conveyed Subsidiaries (or the Subsidiaries thereof) or the Business has as of the date of this Agreement, or will have as of the Closing, any Liability in respect of post-employment or post-retirement medical, health or life insurance benefits for any current or former employees, except as required by applicable Law or to avoid excise tax under Section 4980B of the Code. Except as set forth on Section 4.17(d) of the Seller Disclosure Letter, no Seller Group Plan or Foreign Seller Group Plan that is a defined benefit pension plan. (e) Each Seller Group Plan and Foreign Seller Group Plan (other than a Conveyed Subsidiary Multiemployer Plan) has been maintained, operated, funded and administered in compliance in all respects with its terms and applicable Law, except for such instances of noncompliance that would not, individually or in the aggregate, be materially adverse to the Business. Each Conveyed Subsidiary Plan has been established, maintained, funded and administered in compliance in all material respects its terms and applicable Law. All material contributions or premiums with respect to each Conveyed Subsidiary Plan have been paid or deducted in a timely fashion and there are no material outstanding defaults or violations thereunder that have not been properly recorded in the Financial Statements. Other than routine claims for benefits, there are no suits, claims, proceedings, actions, governmental audits or investigations that are pending or threatened against or involving any Seller Group Plan or Foreign Seller Group Plan or asserting any rights to or claims for benefits under any Seller Group Plan or Foreign Seller Group Plan, except for such actions that have not had and would not, individually or in the aggregate, a be materially adverse to the Business. (f) Except as set forth in Section 4.17(f) of the Seller Disclosure Letter: (i) none of all contributions required to be made by Seller or an Acquired Company to any such plan with respect to any Business Employee have been timely made, and Seller has provided to Buyer the Conveyed Subsidiaries (or employers of Business Employees who are not as of Closing employed in a Conveyed Subsidiary) recognize a labor union (in the case of employers that are not Conveyed Subsidiaries or Subsidiaries thereof, excluding any labor union that does not represent the Business Employees) and none of the Business Employees are represented by any labor organization, works council or consultation body (other than industry-wide or national labor organizations) or subject to, or covered by, the terms of any material Collective Bargaining Agreement in connection with their services multiemployer plan contribution history relating to the Business, (ii) none of Seller, any Acquired Company or their respective ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, (iii) no labor unionsuch plan is “insolvent” (as defined in Section 4245 of ERISA) or is in “endangered” or “critical” status, labor organizationwithin the meaning of Section 432 of the Code or Section 305 or Title IV of ERISA, works council (iv) no event has occurred that has resulted in a complete withdrawal (as defined in Section 4203 of ERISA) or consultation body has made a demand for recognition partial withdrawal (as defined in Section 4205 of ERISA) by Seller. any Acquired Company, or certificationany of their respective ERISA Affiliates, and there (v) Seller or the Acquired Companies have provided a copy of the notice under Section 101(l) of ERISA pertaining to its estimated withdrawal liability under Title IV of ERISA for the most recently completed plan year with respect to a Covered Multiemployer Plan. (e) Except as could not reasonably be expected to result in liability to Buyer or any Acquired Company, each Employee Benefit Plan has been established, maintained and administered in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and other Laws. Except as could not reasonably be expected to result in liability to Buyer or any Acquired Company, with respect to each Employee Benefit Plan, (i) no actions, suits, claims (other than routine claims for benefits), audits, inquiries, proceedings or lawsuits are no representation or certification proceedingspending, union elections or, to the Knowledge of Seller ParentSeller, union organizing activitiesthreatened against any Employee Benefit Plan, pending the assets of any of the trusts under such plans or threatened in writing any fiduciary of any Employee Benefit Plan with respect to the Business Employeesoperation thereof, and (ii) to the Business Knowledge of Seller, no facts or the Conveyed Subsidiaries circumstances exist that could reasonably be expected to give rise to any such actions, suits, claims, audits, inquiries, proceedings or their Affiliates with lawsuits. With respect to the Businessany Employee Benefit Plan, (iii) there are no pending or threatened in writing strikesevent has occurred, lockouts, work stoppages or slowdowns involving the Business Employees or against the Business or the Conveyed Subsidiaries or their Affiliates with respect and to the Business and (iv) there is Knowledge of Seller, no unfair labor practice charge, labor arbitration or labor grievance proceeding pending or threatened in writing against the Business or the Conveyed Subsidiaries or their Affiliates with respect to the Business condition exists that would, in the case by reason of the foregoing clauses (iii) and (iv)Acquired Companies’ affiliation with any of its ERISA Affiliates, individually subject the Acquired Companies to any material tax, fine, lien, penalty or in the aggregate, be materially adverse to the Business. As of the date hereof, Seller Parent has provided copies to Purchaser of all material Collective Bargaining Agreements applicable to Business Employeesother liability imposed by ERISA, the Business Code or the Conveyed Subsidiaries or their Subsidiaries. Seller Parent, the Conveyed Subsidiaries and their respective Subsidiaries have satisfied any material pre-signing requirement to provide notice to, or enter into any information and consultation procedure with, any labor union, labor organization, works council or consultation body in connection with the execution of this Agreement or the transactions contemplated by this Agreement as required by any Contract or other Laws. (gf) As Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the ClosingCode has received a favorable determination letter, Seller Parent represents that each Business Employee devotesor is the subject of an opinion or advisory letter, from the IRS, and to the Knowledge of Seller, no fact or event has devoted seventy percent (70%) or more of his or her working time in the last twelve (12) months (or such shorter period he or she has been employed by Seller Parent and its Affiliates) to performing services on behalf of the Business. (h) As at occurred since the date hereof, the Seller Internal Restructurings in France and Netherlands have been completed in accordance with applicable Laws (including obtaining requisite opinions from applicable works councils and employee representative bodies) of such letter that there are no Business Employees employed in the Business in France or Netherlands other than those employed by a Conveyed Subsidiarywould reasonably be expected to adversely affect such qualification. (i) Except as required by plans, programs, or arrangements required to be maintained or contributed to by the Laws of a non-U.S. jurisdiction, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby (either alone or in conjunction with any other event), will cause any (i) payments to become due or payable to any Business Employee, Former Business Employee, current or former consultant or director, (ii) acceleration, vesting or increase in any compensation or benefits to any Business Employee, Former Business Employee, current or former consultant or director, or (iii) Conveyed Subsidiary (or a Subsidiary thereof) to transfer or set aside any assets to fund any benefits under any Conveyed Subsidiary Plan, or limit or restrict in any material respect the right of Purchaser or any of its Affiliates or any Conveyed Subsidiary (or a Subsidiary thereof) to amend, terminate or transfer the assets of any Conveyed Subsidiary Plan. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated herein, will constitute a “change in ownership or control” or “change in effective control” of Seller Parent within the meaning of Section 280G of the Code. No Conveyed Subsidiary (or any Subsidiary thereof) is party to any plan, program, policy or arrangement providing for the “gross-up” or other compensation to any individual because of the imposition of any Tax on any payment to the individual related to Section 4999 or Section 409A of the Code.

Employee Benefits; Employees. (a) Set forth in The Acquired Companies currently do not have, and since January 1, 2014 have not had, any employees. Section 4.17(a5.14(a) of the Seller Disclosure Letter is Schedule sets forth a true list as of the date hereof of Business Employees by name and complete list position and designates those who are Inactive Business Employees and those who are Milestone Employees. Seller has provided or made available to Buyer, as of the date hereof, for each material Seller Group Plan and Foreign Seller Group Plan categorized by (i) whether the Seller Group Plan or Foreign Seller Group Plan is a Conveyed Subsidiary Plan and (ii) the country or countries for which such Seller Group Plan or Foreign Seller Group Plan provides benefits. No Conveyed Subsidiary Plan provides benefits to, or otherwise covers, any individual who is not a Business Employee, Former such employee’s title, wages, salary or hourly rate of pay and bonus opportunity and any commitments, written or, to the Knowledge of Seller, oral (other than as already set forth in a written Employee Benefit Plan, if any), to change such wages, salary, hourly rate of pay or bonus opportunity and the date upon which such change becomes effective, whether the employee is on leave of absence and the nature of the leave, and the date of hire of each such employee and each such employee’s principal work location. To the Knowledge of Seller, as of the date hereof, all Business EmployeeEmployees have established valid, current U.S. employment authorization. As of immediately prior to the date hereof there are, and as of immediately prior to Closing there will be, no Business Employees who provide services to the Acquired Companies as independent contractors or consultants (other than those employed by a third-party entity that has a contract with the dependents or beneficiaries thereofAcquired Companies). (b) None of the Employee Benefit Plans is sponsored by an Acquired Company and, except as set forth on Schedule 8.06(b) or in respect of Group Annuity Contract GA-6226, the Acquired Companies have no Liabilities under, or with respect to, any Employee Benefit Plan. Section 5.14(b) of the Seller Disclosure Schedule lists all material Employee Benefit Plans and separately denotes each plan that provides for life insurance, medical or other employee welfare benefits upon retirement or termination of employment. With respect to each material Conveyed Subsidiary Employee Benefit Plan (other than Foreign Seller Group Plans that are not defined benefit pension plans)covering Business Employees, Seller Parent has made available to Purchaser ParentBuyer current, prior to the date of this Agreement, true accurate and complete copies of (i) each all plan documents embodying such plan’s governing document and any amendments thereto (or a written summary of all material terms if Employee Benefit Plans and, to the plan has not been reduced to writing) and (ii) any applicable Plan Regulatory or Funding Documents. In addition, within thirty (30) days following the date hereof, with respect to each (x) material Conveyed Subsidiary Plan that is a Foreign Seller Group Plan, Seller Parent shall make available to Purchaser true and complete copies of the documents contemplated by the immediately preceding sentence, and (y) each other material Seller Group Plan or Foreign Seller Group Plan for which Purchaser, the Conveyed Subsidiaries or their respective Affiliates have or will assume Liability following the Closing, Seller Parent shall make available to Purchaser Parent summaries of the material terms of such plansextent applicable, the most recent summary plan description (if any) and excerpts or summaries of the actuarial reports for such plans to the extent relevant to the Liabilities being assumed. Seller Parent has made available to Purchaser Parent, on or prior to the date of this Agreement, a summary that is accurate in all material respects of the value of the assets and Liabilities of the Seller Pension Plans that relate to Business Employees and Former Business Employees as of the end of the 2017 fiscal year of Seller Parentdescription. (c) The IRS has issued With respect to the Employee Benefit Plans, none of Buyer nor any of its Affiliates (including, following the Closing, the Acquired Companies) will, as a favorable determination letterresult of the transactions contemplated by this Agreement, assume by operation of applicable Law, contract (written or for a prototype plan, opinion letter, oral) or otherwise any Liability with respect to each Conveyed Subsidiary (i) a “multiemployer plan” (within the meaning of Section 3(37) of ERISA), (ii) a “multiple employer plan” (within the meaning of Section 413(c) of the Code), (iii) any single employer plan or other pension plan subject to Title IV or Section 302 of ERISA or Section 412 of the Code or (iv) any other Employee Benefit Plan, (other than as required to avoid an excise Tax under Section 4980B of the Code or other similar applicable Law). (d) Each material Employee Benefit Plan has been established, maintained and administered in all material respects in accordance with its terms, and in compliance with the applicable provisions of ERISA, the Code and other applicable Law. (e) Each material Employee Benefit Plan that is intended to be qualified within the meaning of under Section 401(a) of the Code or, if no such has received a favorable determination has been made, either an application for such determination is pending with the IRS or the time within which such determination may be sought letter from the IRS that it is so qualified, and each related trust that is intended to be exempt from federal income Tax pursuant to Section 501(a) of the Code has not yet expiredreceived a determination letter from the IRS that it is so exempt, and, and to the Knowledge of Seller ParentSeller, nothing no fact or event has occurred since the date of such determination or opinion letter that would reasonably be expected to result in disqualification of such Conveyed Subsidiary Plan. Each Conveyed Subsidiary Plan that is intended to qualify for any particular tax or regulatory treatment under the Laws of a country other than the United States (i) has received documentation of adversely affect such qualification from a Governmental Authority (if available)or exemption, and, to as the Knowledge of Seller Parent, nothing has occurred since the date of such documentation that would reasonably be expected to result in disqualification of such Conveyed Subsidiary Plan or (ii) if such documentation is not available, to the Knowledge of Seller Parent, so qualifies. (d) No Seller Group Plan is a “multiemployer plan,” as such term is defined in Section 3(37) of ERISA, nor is any Conveyed Subsidiary Plan subject to Section 302 or Title IV of ERISA or Section 412 of the Code. None of the Purchased Assets is subject to a lien under Section 430(k) of the Code or Section 4068 of ERISA, and neither Seller Parent nor any of its ERISA Affiliates has incurred any liability under Title IV of ERISA (other than premium payments to the Pension Benefit Guaranty Corporation in the ordinary course) or Section 4971 of the Code which has not been and will not be fully paid as of the Closing. None of the Conveyed Subsidiaries (or the Subsidiaries thereof) or the Business has as of the date of this Agreement, or will have as of the Closing, any Liability in respect of post-employment or post-retirement medical, health or life insurance benefits for any current or former employees, except as required by applicable Law or to avoid excise tax under Section 4980B of the Code. Except as set forth on Section 4.17(d) of the Seller Disclosure Letter, no Seller Group Plan or Foreign Seller Group Plan is a defined benefit pension plan. (e) Each Seller Group Plan and Foreign Seller Group Plan (other than a Conveyed Subsidiary Plan) has been maintained, operated, funded and administered in compliance in all respects with its terms and applicable Law, except for such instances of noncompliance that would not, individually or in the aggregate, be materially adverse to the Business. Each Conveyed Subsidiary Plan has been established, maintained, funded and administered in compliance in all material respects its terms and applicable Law. All material contributions or premiums with respect to each Conveyed Subsidiary Plan have been paid or deducted in a timely fashion and there are no material outstanding defaults or violations thereunder that have not been properly recorded in the Financial Statements. Other than routine claims for benefits, there are no suits, claims, proceedings, actions, governmental audits or investigations that are pending or threatened against or involving any Seller Group Plan or Foreign Seller Group Plan or asserting any rights to or claims for benefits under any Seller Group Plan or Foreign Seller Group Plan, except for such actions that have not had and would not, individually or in the aggregate, a be materially adverse to the Businesscase may be. (f) Except as set forth in Section 4.17(f5.14(f) of the Seller Disclosure Letter: (i) none Schedule, no Employee Benefit Plan exists that, as a result of the Conveyed Subsidiaries (or employers of Business Employees who are not as of Closing employed in a Conveyed Subsidiary) recognize a labor union (in the case of employers that are not Conveyed Subsidiaries or Subsidiaries thereof, excluding any labor union that does not represent the Business Employees) and none of the Business Employees are represented by any labor organization, works council or consultation body (other than industry-wide or national labor organizations) or subject to, or covered by, the terms of any material Collective Bargaining Agreement in connection with their services to the Business, (ii) no labor union, labor organization, works council or consultation body has made a demand for recognition or certification, and there are no representation or certification proceedings, union elections or, to the Knowledge of Seller Parent, union organizing activities, pending or threatened in writing with respect to the Business Employees, the Business or the Conveyed Subsidiaries or their Affiliates with respect to the Business, (iii) there are no pending or threatened in writing strikes, lockouts, work stoppages or slowdowns involving the Business Employees or against the Business or the Conveyed Subsidiaries or their Affiliates with respect to the Business and (iv) there is no unfair labor practice charge, labor arbitration or labor grievance proceeding pending or threatened in writing against the Business or the Conveyed Subsidiaries or their Affiliates with respect to the Business that would, in the case of the foregoing clauses (iii) and (iv), individually or in the aggregate, be materially adverse to the Business. As of the date hereof, Seller Parent has provided copies to Purchaser of all material Collective Bargaining Agreements applicable to Business Employees, the Business or the Conveyed Subsidiaries or their Subsidiaries. Seller Parent, the Conveyed Subsidiaries and their respective Subsidiaries have satisfied any material pre-signing requirement to provide notice to, or enter into any information and consultation procedure with, any labor union, labor organization, works council or consultation body in connection with the execution of this Agreement or the transactions contemplated by this Agreement as required by any Contract or Laws. (g) As of the Closing, Seller Parent represents that each Business Employee devotes, and has devoted seventy percent (70%) or more of his or her working time in the last twelve (12) months (or such shorter period he or she has been employed by Seller Parent and its Affiliates) to performing services on behalf of the Business. (h) As at the date hereof, the Seller Internal Restructurings in France and Netherlands have been completed in accordance with applicable Laws (including obtaining requisite opinions from applicable works councils and employee representative bodies) such that there are no Business Employees employed in the Business in France or Netherlands other than those employed by a Conveyed Subsidiary. (i) Except as required by plans, programs, or arrangements required to be maintained or contributed to by the Laws of a non-U.S. jurisdiction, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby (either by this Agreement, alone or in conjunction together with any other event), will cause any event could reasonably be expected to (i) payments to become due result in severance pay, any increase in severance pay, retention bonus or payable to similar payment or forgiveness of indebtedness of any Business EmployeeEmployee or, Former Business Employeeto Seller’s Knowledge, current or former consultant or directorpromise for retention of employment, (ii) acceleration, accelerate the time of payment or vesting or increase result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits to under, increase the amount payable under, or result in any other material obligation pursuant to, any of the Employee Benefit Plans in respect of any Business Employee, Former Business Employee, current or former consultant or director, or (iii) Conveyed Subsidiary (or a Subsidiary thereof) to transfer or set aside any assets to fund any benefits under any Conveyed Subsidiary Plan, or limit or restrict in any material respect the right of Purchaser or any of its Affiliates or any Conveyed Subsidiary (or a Subsidiary thereof) to amend, terminate or transfer the assets of any Conveyed Subsidiary Plan. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated herein, will constitute a “change in ownership or control” or “change in effective control” of Seller Parent within the meaning of Section 280G of the Code. No Conveyed Subsidiary (or any Subsidiary thereof) is party to any plan, program, policy or arrangement providing for the “gross-up” or other compensation to any individual because of the imposition of any Tax on any payment to the individual related to Section 4999 or Section 409A of the Code.Employee or

Employee Benefits; Employees. (a) Set Parent agrees that, following the Effective Time, the Employees of the Company and its Subsidiaries who are employed by the Company or its Subsidiaries at the Effective Time and who remain employed with the Surviving Company, at the Surviving Company’s sole discretion (subject to applicable Law and applicable employment agreements) thereafter (the “Affected Employees”), will be eligible to participate in the employee benefit plans and arrangements of Parent and its Subsidiaries (“Parent Benefit Plans”) for so long as they shall be so employed, on substantially the same terms and conditions as similarly situated employees of Parent and its Subsidiaries. Parent will cause such Parent Benefit Plans to take into account, for purposes of eligibility, vesting and benefit accrual thereunder (other than benefit accrual under any pension or retirement plan) service by Affected Employees with the Company and its Subsidiaries prior to the Effective Time as if such service were with Parent. With respect to any Parent Benefit Plans in which any of the Affected Employees first become eligible to participate on or after the Effective Time (“New Plans”), Parent shall (i) waive all preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements under any such New Plans, except to the extent such conditions or exclusions would have been recognized under the Benefit Plans, (ii) recognize service of the Affected Employees credited by the Company or its Subsidiaries prior to the Effective Time for purpose of eligibility and vesting under the New Plans (and not for purposes of benefit accrual under any employee pension or retiree medical plans), (iii) credit any deductibles, co-payments or other out-of-pocket expenses for the current calendar year for each Affected Employee and dependent recognized or recognizable under the Benefit Plans, and (iv) apply any increase in any of the Affected Employee’s portion of the premium costs, deductibles, co-payments and other out-of-pocket costs no earlier than the later of the first day of the first plan year beginning after the Effective Time of either the Benefit Plan or the New Plan. Entitlement to paid time off of the Affected Employees shall not be reduced. In addition, subject to the terms thereof, Parent shall cause the Surviving Corporation and its Subsidiaries to honor the employment agreement and change-in-control severance plans set forth in Section 4.17(a) 6.10 of the Seller Company Disclosure Letter is a true and complete list Letter, that were entered into or adopted by the Company or any of each material Seller Group Plan and Foreign Seller Group Plan categorized by (i) whether the Seller Group Plan or Foreign Seller Group Plan is a Conveyed Subsidiary Plan and (ii) the country or countries for which such Seller Group Plan or Foreign Seller Group Plan provides benefits. No Conveyed Subsidiary Plan provides benefits to, or otherwise covers, any individual who is not a Business Employee, Former Business Employee, or the dependents or beneficiaries thereof. (b) With respect to each material Conveyed Subsidiary Plan (other than Foreign Seller Group Plans that are not defined benefit pension plans), Seller Parent has made available to Purchaser Parent, its Subsidiaries prior to the date hereof covering the executives of the Company or its Subsidiaries whose names are set forth in Section 6.10 of the Company Disclosure Letter (the “Executives”); provided that if the aggregate amounts of termination payments, including change of control, severance and similar payments payable, by Law or contract, from and after the Effective Time (the “Executives Payments”), to such executives listed in Section 6.10 of the Company Disclosure Letter, as reasonably determined by Parent in good faith as of the Effective Time, exceed, in the aggregate, $4,856,000, then the Aggregate Cash Consideration shall be reduced by the amount of such excess (any such amount, the “Executives Payments Excess”) as provided in Section 4.2(a) of this Agreement, true and complete copies of (i) each such plan’s governing document and any amendments thereto (or a written summary of all material terms if . Parent acknowledges that the plan has not been reduced to writing) and (ii) any applicable Plan Regulatory or Funding Documents. In addition, within thirty (30) days following the date hereof, with respect to each (x) material Conveyed Subsidiary Plan that is a Foreign Seller Group Plan, Seller Parent shall make available to Purchaser true and complete copies consummation of the documents transactions contemplated by the immediately preceding sentence, and this Agreement will (yA) each other material Seller Group Plan or Foreign Seller Group Plan for which Purchaser, the Conveyed Subsidiaries or their respective Affiliates have or will assume Liability following the Closing, Seller Parent shall make available to Purchaser Parent summaries of the material terms of such plans, the most recent summary plan description (if any) and excerpts or summaries of the actuarial reports for such plans to the extent relevant to the Liabilities being assumed. Seller Parent has made available to Purchaser Parent, on or prior to the date of this Agreement, a summary that is accurate in all material respects of the value of the assets and Liabilities of the Seller Pension Plans that relate to Business Employees and Former Business Employees as of the end of the 2017 fiscal year of Seller Parent. (c) The IRS has issued a favorable determination letter, or for a prototype plan, opinion letter, with respect to each Conveyed Subsidiary Plan intended to be qualified within the meaning of Section 401(a) of the Code or, if no such determination has been made, either an application for such determination is pending with the IRS or the time within which such determination may be sought from the IRS has not yet expired, and, to the Knowledge of Seller Parent, nothing has occurred since the date of such determination or opinion that would reasonably be expected to result in disqualification of such Conveyed Subsidiary Plan. Each Conveyed Subsidiary Plan that is intended to qualify for any particular tax or regulatory treatment under the Laws of a country other than the United States (i) has received documentation of such qualification from a Governmental Authority (if available), and, to the Knowledge of Seller Parent, nothing has occurred since the date of such documentation that would reasonably be expected to result in disqualification of such Conveyed Subsidiary Plan or (ii) if such documentation is not available, to the Knowledge of Seller Parent, so qualifies. (d) No Seller Group Plan is constitute a “multiemployer plan,Change In Control” as such term is defined in Section 3(37the Pacific Exchange Change in Control Severance Benefits Plan for Group I Officers, effective as of June 15, 2004, and the Pacific Exchange Change in Control Severance Benefits Plan for Group II Officers, effective as of June 15, 2004 and (B) of ERISA, nor is any Conveyed Subsidiary Plan subject result in such changes to Section 302 or Title IV of ERISA or Section 412 each of the Code. None Executives’ authorities, duties, or responsibilities with the Company and its Subsidiaries prior to the Effective Time to constitute “Good Reason”, as such term is defined in the employment agreement and change-in-control severance plans set forth in Section 6.10 of the Purchased Assets is subject to a lien under Section 430(k) of the Code or Section 4068 of ERISA, and neither Seller Parent nor any of its ERISA Affiliates has incurred any liability under Title IV of ERISA (other than premium payments to the Pension Benefit Guaranty Corporation in the ordinary course) or Section 4971 of the Code which has not been and will not be fully paid as of the Closing. None of the Conveyed Subsidiaries (or the Subsidiaries thereof) or the Business has as of the date of this Agreement, or will have as of the Closing, any Liability in respect of post-employment or post-retirement medical, health or life insurance benefits for any current or former employees, except as required by applicable Law or to avoid excise tax under Section 4980B of the Code. Except as set forth on Section 4.17(d) of the Seller Company Disclosure Letter, no Seller Group Plan or Foreign Seller Group Plan is a defined benefit pension plan. (e) Each Seller Group Plan and Foreign Seller Group Plan (other than a Conveyed Subsidiary Plan) has been maintained, operated, funded and administered in compliance in all respects with its terms and applicable Law, except for such instances of noncompliance that would not, individually or in the aggregate, be materially adverse to the Business. Each Conveyed Subsidiary Plan has been established, maintained, funded and administered in compliance in all material respects its terms and applicable Law. All material contributions or premiums with respect to each Conveyed Subsidiary Plan have been paid of the Executives. In light of the foregoing acknowledgment, the parties acknowledge and agree that no later than 30 days following the Effective Time, the Surviving Corporation shall pay to each Executive his or deducted her applicable Executives Payment in a timely fashion and there are no material outstanding defaults accordance with the terms of the employment agreement or violations thereunder change-in-control severance plan applicable to such Executive; provided that have not been properly recorded in for the Financial Statements. Other than routine claims for benefitsavoidance of doubt, there are no suits, claims, proceedings, actions, governmental audits or investigations that are pending or threatened against or involving any Seller Group Plan or Foreign Seller Group Plan or asserting any rights to or claims for benefits under any Seller Group Plan or Foreign Seller Group Plan, except for such actions that have not had and would not, individually or in Executive Payments Excess shall reduce the aggregate, a be materially adverse to the BusinessAggregate Cash Consideration as provided aforesaid. (fb) Except as set forth in Section 4.17(f) The Company acknowledges that, subject to applicable Law or contract, following the Effective Time, Parent shall have no requirement to continue employment for any Employee of the Seller Disclosure Letter: (i) none Company or its Subsidiaries. Any decision by Parent to continue employment of an Affected Employee after the Conveyed Subsidiaries (or employers of Business Employees who are not as of Closing employed in a Conveyed Subsidiary) recognize a labor union (in the case of employers that are not Conveyed Subsidiaries or Subsidiaries thereof, excluding any labor union that does not represent the Business Employees) Effective Time shall be to occupy positions designated by Parent and none of the Business Employees are represented by any labor organization, works council or consultation body (other than industry-wide or national labor organizations) or subject to, or covered by, pursuant to the terms of any material Collective Bargaining Agreement and conditions determined by Parent in connection with their services to the Businessits sole discretion, (ii) no labor union, labor organization, works council or consultation body has made a demand for recognition or certification, and there are no representation or certification proceedings, union elections or, to the Knowledge of Seller Parent, union organizing activities, pending or threatened unless Parent otherwise agrees in writing with respect to the Business Employees, the Business or the Conveyed Subsidiaries or their Affiliates with respect to the Business, (iii) there are no pending or threatened in writing strikes, lockouts, work stoppages or slowdowns involving the Business Employees or against the Business or the Conveyed Subsidiaries or their Affiliates with respect to the Business and (iv) there is no unfair labor practice charge, labor arbitration or labor grievance proceeding pending or threatened in writing against the Business or the Conveyed Subsidiaries or their Affiliates with respect to the Business any such Employee. The Company acknowledges that would, in the case of the foregoing clauses (iii) and (iv), individually or in the aggregate, be materially adverse to the Business. As of following the date hereof, Seller Parent has provided copies to Purchaser of all material Collective Bargaining Agreements applicable to Business Employeesmay, the Business or the Conveyed Subsidiaries or their Subsidiaries. Seller Parentin its sole discretion, the Conveyed Subsidiaries and their respective Subsidiaries have satisfied any material pre-signing requirement to provide notice to, or enter into any information and consultation procedure with, any labor union, labor organization, works council or consultation body in connection with the execution of this Agreement or the transactions contemplated by this Agreement as required by any Contract or Laws. (g) As contact certain Employees of the Closing, Seller Parent represents that each Business Employee devotes, and has devoted seventy percent (70%) or more of his or her working time in the last twelve (12) months (or such shorter period he or she has been employed by Seller Parent Company and its Affiliates) Subsidiaries to performing services on behalf discuss the terms of the Business. (h) As at the date hereofemployment, the Seller Internal Restructurings in France and Netherlands have been completed in accordance if any, with applicable Laws (including obtaining requisite opinions from applicable works councils and employee representative bodies) such that there are no Business Employees employed in the Business in France or Netherlands other than those employed by a Conveyed Subsidiary. (i) Except as required by plans, programs, or arrangements required to be maintained or contributed to by the Laws of a non-U.S. jurisdiction, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby (either alone or in conjunction with any other event), will cause any (i) payments to become due or payable to any Business Employee, Former Business Employee, current or former consultant or director, (ii) acceleration, vesting or increase in any compensation or benefits to any Business Employee, Former Business Employee, current or former consultant or director, or (iii) Conveyed Subsidiary (or a Subsidiary thereof) to transfer or set aside any assets to fund any benefits under any Conveyed Subsidiary Plan, or limit or restrict in any material respect the right of Purchaser Parent or any of its Affiliates or Subsidiaries, including, without limitation, the Surviving Corporation, following the Effective Time. The Company agrees to use its reasonable best efforts to assist Parent in any Conveyed Subsidiary (or a Subsidiary thereof) such discussions and to amend, terminate or transfer the assets of use its reasonable best efforts to assist Parent in procuring any Conveyed Subsidiary Plan. Neither the execution employment agreements that Parent and delivery of this Agreement, nor the consummation of the transactions contemplated herein, will constitute a “change in ownership or control” or “change in effective control” of Seller Parent within the meaning of Section 280G of the Code. No Conveyed Subsidiary (or any Subsidiary thereof) is party such employees wish to any plan, program, policy or arrangement providing for the “gross-up” or other compensation to any individual because of the imposition of any Tax on any payment to the individual related to Section 4999 or Section 409A of the Codeenter into.

Employee Benefits; Employees. (a) Set forth in The Acquired Companies currently do not have, and since January 1, 2014 have not had, any employees. Section 4.17(a5.14(a) of the Seller Disclosure Letter is Schedule sets forth a true list as of the date hereof of Business Employees by name and complete list position and designates those who are Inactive Business Employees and those who are Milestone Employees. Seller has provided or made available to Buyer, as of the date hereof, for each material Seller Group Plan and Foreign Seller Group Plan categorized by (i) whether the Seller Group Plan or Foreign Seller Group Plan is a Conveyed Subsidiary Plan and (ii) the country or countries for which such Seller Group Plan or Foreign Seller Group Plan provides benefits. No Conveyed Subsidiary Plan provides benefits to, or otherwise covers, any individual who is not a Business Employee, Former such employee’s title, wages, salary or hourly rate of pay and bonus opportunity and any commitments, written or, to the Knowledge of Seller, oral (other than as already set forth in a written Employee Benefit Plan, if any), to change such wages, salary, hourly rate of pay or bonus opportunity and the date upon which such change becomes effective, whether the employee is on leave of absence and the nature of the leave, and the date of hire of each such employee and each such employee’s principal work location. To the Knowledge of Seller, as of the date hereof, all Business EmployeeEmployees have established valid, current U.S. employment authorization. As of immediately prior to the date hereof there are, and as of immediately prior to Closing there will be, no Business Employees who provide services to the Acquired Companies as independent contractors or consultants (other than those employed by a third-party entity that has a contract with the dependents or beneficiaries thereofAcquired Companies). (b) None of the Employee Benefit Plans is sponsored by an Acquired Company and, except as set forth on Schedule 8.06(b) or in respect of Group Annuity Contract GA-6226, the Acquired Companies have no Liabilities under, or with respect to, any Employee Benefit Plan. Section 5.14(b) of the Seller Disclosure Schedule lists all material Employee Benefit Plans and separately denotes each plan that provides for life insurance, medical or other employee welfare benefits upon retirement or termination of employment. With respect to each material Conveyed Subsidiary Employee Benefit Plan (other than Foreign Seller Group Plans that are not defined benefit pension plans)covering Business Employees, Seller Parent has made available to Purchaser ParentBuyer current, prior to the date of this Agreement, true accurate and complete copies of (i) each all plan documents embodying such plan’s governing document and any amendments thereto (or a written summary of all material terms if Employee Benefit Plans and, to the plan has not been reduced to writing) and (ii) any applicable Plan Regulatory or Funding Documents. In addition, within thirty (30) days following the date hereof, with respect to each (x) material Conveyed Subsidiary Plan that is a Foreign Seller Group Plan, Seller Parent shall make available to Purchaser true and complete copies of the documents contemplated by the immediately preceding sentence, and (y) each other material Seller Group Plan or Foreign Seller Group Plan for which Purchaser, the Conveyed Subsidiaries or their respective Affiliates have or will assume Liability following the Closing, Seller Parent shall make available to Purchaser Parent summaries of the material terms of such plansextent applicable, the most recent summary plan description (if any) and excerpts or summaries of the actuarial reports for such plans to the extent relevant to the Liabilities being assumed. Seller Parent has made available to Purchaser Parent, on or prior to the date of this Agreement, a summary that is accurate in all material respects of the value of the assets and Liabilities of the Seller Pension Plans that relate to Business Employees and Former Business Employees as of the end of the 2017 fiscal year of Seller Parentdescription. (c) The IRS has issued With respect to the Employee Benefit Plans, none of Buyer nor any of its Affiliates (including, following the Closing, the Acquired Companies) will, as a favorable determination letterresult of the transactions contemplated by this Agreement, assume by operation of applicable Law, contract (written or for a prototype plan, opinion letter, oral) or otherwise any Liability with respect to each Conveyed Subsidiary (i) a “multiemployer plan” (within the meaning of Section 3(37) of ERISA), (ii) a “multiple employer plan” (within the meaning of Section 413(c) of the Code), (iii) any single employer plan or other pension plan subject to Title IV or Section 302 of ERISA or Section 412 of the Code or (iv) any other Employee Benefit Plan, (other than as required to avoid an excise Tax under Section 4980B of the Code or other similar applicable Law). (d) Each material Employee Benefit Plan has been established, maintained and administered in all material respects in accordance with its terms, and in compliance with the applicable provisions of ERISA, the Code and other applicable Law. (e) Each material Employee Benefit Plan that is intended to be qualified within the meaning of under Section 401(a) of the Code or, if no such has received a favorable determination has been made, either an application for such determination is pending with the IRS or the time within which such determination may be sought letter from the IRS that it is so qualified, and each related trust that is intended to be exempt from federal income Tax pursuant to Section 501(a) of the Code has not yet expiredreceived a determination letter from the IRS that it is so exempt, and, and to the Knowledge of Seller ParentSeller, nothing no fact or event has occurred since the date of such determination or opinion letter that would reasonably be expected to result in disqualification of such Conveyed Subsidiary Plan. Each Conveyed Subsidiary Plan that is intended to qualify for any particular tax or regulatory treatment under the Laws of a country other than the United States (i) has received documentation of adversely affect such qualification from a Governmental Authority (if available)or exemption, and, to as the Knowledge of Seller Parent, nothing has occurred since the date of such documentation that would reasonably be expected to result in disqualification of such Conveyed Subsidiary Plan or (ii) if such documentation is not available, to the Knowledge of Seller Parent, so qualifies. (d) No Seller Group Plan is a “multiemployer plan,” as such term is defined in Section 3(37) of ERISA, nor is any Conveyed Subsidiary Plan subject to Section 302 or Title IV of ERISA or Section 412 of the Code. None of the Purchased Assets is subject to a lien under Section 430(k) of the Code or Section 4068 of ERISA, and neither Seller Parent nor any of its ERISA Affiliates has incurred any liability under Title IV of ERISA (other than premium payments to the Pension Benefit Guaranty Corporation in the ordinary course) or Section 4971 of the Code which has not been and will not be fully paid as of the Closing. None of the Conveyed Subsidiaries (or the Subsidiaries thereof) or the Business has as of the date of this Agreement, or will have as of the Closing, any Liability in respect of post-employment or post-retirement medical, health or life insurance benefits for any current or former employees, except as required by applicable Law or to avoid excise tax under Section 4980B of the Code. Except as set forth on Section 4.17(d) of the Seller Disclosure Letter, no Seller Group Plan or Foreign Seller Group Plan is a defined benefit pension plan. (e) Each Seller Group Plan and Foreign Seller Group Plan (other than a Conveyed Subsidiary Plan) has been maintained, operated, funded and administered in compliance in all respects with its terms and applicable Law, except for such instances of noncompliance that would not, individually or in the aggregate, be materially adverse to the Business. Each Conveyed Subsidiary Plan has been established, maintained, funded and administered in compliance in all material respects its terms and applicable Law. All material contributions or premiums with respect to each Conveyed Subsidiary Plan have been paid or deducted in a timely fashion and there are no material outstanding defaults or violations thereunder that have not been properly recorded in the Financial Statements. Other than routine claims for benefits, there are no suits, claims, proceedings, actions, governmental audits or investigations that are pending or threatened against or involving any Seller Group Plan or Foreign Seller Group Plan or asserting any rights to or claims for benefits under any Seller Group Plan or Foreign Seller Group Plan, except for such actions that have not had and would not, individually or in the aggregate, a be materially adverse to the Businesscase may be. (f) Except as set forth in Section 4.17(f5.14(f) of the Seller Disclosure Letter: (i) none Schedule, no Employee Benefit Plan exists that, as a result of the Conveyed Subsidiaries (or employers of Business Employees who are not as of Closing employed in a Conveyed Subsidiary) recognize a labor union (in the case of employers that are not Conveyed Subsidiaries or Subsidiaries thereof, excluding any labor union that does not represent the Business Employees) and none of the Business Employees are represented by any labor organization, works council or consultation body (other than industry-wide or national labor organizations) or subject to, or covered by, the terms of any material Collective Bargaining Agreement in connection with their services to the Business, (ii) no labor union, labor organization, works council or consultation body has made a demand for recognition or certification, and there are no representation or certification proceedings, union elections or, to the Knowledge of Seller Parent, union organizing activities, pending or threatened in writing with respect to the Business Employees, the Business or the Conveyed Subsidiaries or their Affiliates with respect to the Business, (iii) there are no pending or threatened in writing strikes, lockouts, work stoppages or slowdowns involving the Business Employees or against the Business or the Conveyed Subsidiaries or their Affiliates with respect to the Business and (iv) there is no unfair labor practice charge, labor arbitration or labor grievance proceeding pending or threatened in writing against the Business or the Conveyed Subsidiaries or their Affiliates with respect to the Business that would, in the case of the foregoing clauses (iii) and (iv), individually or in the aggregate, be materially adverse to the Business. As of the date hereof, Seller Parent has provided copies to Purchaser of all material Collective Bargaining Agreements applicable to Business Employees, the Business or the Conveyed Subsidiaries or their Subsidiaries. Seller Parent, the Conveyed Subsidiaries and their respective Subsidiaries have satisfied any material pre-signing requirement to provide notice to, or enter into any information and consultation procedure with, any labor union, labor organization, works council or consultation body in connection with the execution of this Agreement or the consummation of the transactions contemplated by this Agreement Agreement, alone or together with any other event could reasonably be expected to (i) result in severance pay, any increase in severance pay, retention bonus or similar payment or forgiveness of indebtedness of any Business Employee or, to Seller’s Knowledge, promise for retention of employment, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable under, or result in any other material obligation pursuant to, any of the Employee Benefit Plans in respect of any Business Employee or (iii) result in any payment (whether in cash or property or the vesting of property) to any Business Employee who is a “disqualified individual” (as required by such term is defined in Treasury Regulation Section 1.280G-1) that could reasonably be construed, individually or in combination with any Contract or Lawsother such payment, to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (g) As of the Closing, Seller Parent represents that each Business Employee devotes, and has devoted seventy percent (70%) or more of his or her working time in the last twelve (12) months (or such shorter period he or she has been employed by Seller Parent and its Affiliates) to performing services on behalf of the Business. (h) As at the date hereof, the Seller Internal Restructurings in France and Netherlands have been completed in accordance with applicable Laws (including obtaining requisite opinions from applicable works councils and employee representative bodiesi) such that there are no collective bargaining agreements, labor agreements, labor work rules or labor practices, or any other labor-related agreements with any labor union or labor organization to which Seller or its Affiliates (including the Acquired Companies) are parties or by which Seller or its Affiliates are bound with respect to any Business Employees employed and (ii)(A) to the Knowledge of Seller, there are no labor unions or other labor organizations representing any Business Employees or any formal organizational campaigns, petitions or other material unionization activities seeking recognition of a bargaining unit in the Business or of any Business Employees, (B) there are no strikes or work stoppages pending or, to the Knowledge of Seller, threatened with respect to Business Employees and (C) within the three (3) years preceding the date of this Agreement, no such strike or work stoppage has occurred. Seller and each of its Affiliates is in France or Netherlands other than those employed by a Conveyed Subsidiarycompliance, with respect to Business Employees, in all material respects, with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety and health requirements, employment classification, immigration, the WARN Act, plant closings and layoffs, the Fair Labor Standards Act of 1938, withholding of taxes, employment discrimination, equal opportunity, employee leave issues and unemployment insurance. (i) Except as required by plansSince January 1, programs2014, to the extent related to any Business Employees, Seller and its Affiliates have not received written notice of any material charge or complaint, of any pending or threatened material complaint, or arrangements required of the intent to be maintained conduct a material investigation (or contributed to by written notice that such an investigation is in progress) from or pending before any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, immigration, or occupational safety and health Laws and (ii) as of a non-U.S. jurisdiction, neither the execution and delivery date of this Agreement, nor there is no material complaint, lawsuit, or other material proceeding pending or, to the consummation Knowledge of Seller, threatened in writing before any Governmental Authority by or on behalf of any present or former Business Employees or any applicant for employment as a Business Employees, in each case alleging breach of any express or implied contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, in each case that has not been resolved as of the transactions contemplated hereby (either alone or in conjunction with any other event), will cause any date of this Agreement. (i) payments to become due Group Annuity Contracts GA-1010 and GA-6603 consist solely of separate accounts B and BF and there are no assets in separate accounts B or payable to any Business Employee, Former Business Employee, current or former consultant or director, (ii) acceleration, vesting or increase in any compensation or benefits to any Business Employee, Former Business Employee, current or former consultant or director, or (iii) Conveyed Subsidiary (or a Subsidiary thereof) to transfer or set aside any assets to fund any benefits under any Conveyed Subsidiary Plan, or limit or restrict in any material respect the right of Purchaser or any of its Affiliates or any Conveyed Subsidiary (or a Subsidiary thereof) to amend, terminate or transfer the BF that are not assets of any Conveyed Subsidiary PlanThe Hartford Retirement Plan for U.S. Employees. Neither the execution and delivery of this Agreement, nor the consummation of the The transactions contemplated herein, by Schedule 8.15 will constitute a “change in ownership or control” or “change in effective control” not involve any general account assets of Seller Parent within the meaning of Section 280G of the Code. No Conveyed Subsidiary (or any Subsidiary thereof) is party to any plan, program, policy or arrangement providing for the “gross-up” or other compensation to any individual because of the imposition of any Tax on any payment to the individual related to Section 4999 or Section 409A of the CodeHLIC.

Employee Benefits; Employees. (a) Set forth in Section 4.17(a) Each employee benefit plan ---------------------------- provided to employees of the Seller Disclosure Letter is a true and complete list Company after the Closing shall give full credit for each participant's period of each material Seller Group Plan and Foreign Seller Group Plan categorized by (i) whether service with the Seller Group Plan Company or Foreign Seller Group Plan is a Conveyed Subsidiary Plan and (ii) the country or countries for which such Seller Group Plan or Foreign Seller Group Plan provides benefits. No Conveyed Subsidiary Plan provides benefits to, or otherwise covers, any individual who is not a Business Employee, Former Business Employee, or the dependents or beneficiaries thereof. (b) With respect to each material Conveyed Subsidiary Plan (other than Foreign Seller Group Plans that are not defined benefit pension plans), Seller Parent has made available to Purchaser Parent, its Affiliates prior to the date Closing for purposes of this Agreementdetermining eligibility and vesting of benefits, true and complete copies but not accrual or amount of (i) each such plan’s governing document and any amendments thereto (or a written summary of all material terms if the plan has not been reduced to writing) and (ii) any applicable Plan Regulatory or Funding Documents. In additionbenefits, within thirty (30) days following the date hereof, with respect to each (x) material Conveyed Subsidiary Plan that is a Foreign Seller Group Plan, Seller Parent shall make available to Purchaser true and complete copies of the documents contemplated by the immediately preceding sentence, and (y) each other material Seller Group Plan or Foreign Seller Group Plan for which Purchaser, the Conveyed Subsidiaries or their respective Affiliates have or will assume Liability following the Closing, Seller Parent shall make available to Purchaser Parent summaries of the material terms of such plans, the most recent summary plan description (if any) and excerpts or summaries of the actuarial reports for such plans to the same extent relevant to such service was credited for comparable purposes under the Liabilities being assumed. Seller Parent has made available to Purchaser Parent, on or Company's Benefit Plans prior to the date of this Agreement, a summary that is accurate in all material respects of the value of the assets and Liabilities of the Seller Pension Plans that relate to Business Employees and Former Business Employees as of the end of the 2017 fiscal year of Seller Parent. (c) The IRS has issued a favorable determination letter, or for a prototype plan, opinion letter, with respect to each Conveyed Subsidiary Plan intended to be qualified within the meaning of Section 401(a) of the Code or, if no such determination has been made, either an application for such determination is pending with the IRS or the time within which such determination may be sought from the IRS has not yet expired, and, to the Knowledge of Seller Parent, nothing has occurred since the date of such determination or opinion that would reasonably be expected to result in disqualification of such Conveyed Subsidiary Plan. Each Conveyed Subsidiary Plan that is intended to qualify for any particular tax or regulatory treatment under the Laws of a country other than the United States (i) has received documentation of such qualification from a Governmental Authority (if available), and, to the Knowledge of Seller Parent, nothing has occurred since the date of such documentation that would reasonably be expected to result in disqualification of such Conveyed Subsidiary Plan or (ii) if such documentation is not available, to the Knowledge of Seller Parent, so qualifies. (d) No Seller Group Plan is a “multiemployer plan,” as such term is defined in Section 3(37) of ERISA, nor is any Conveyed Subsidiary Plan subject to Section 302 or Title IV of ERISA or Section 412 of the Code. None of the Purchased Assets is subject to a lien under Section 430(k) of the Code or Section 4068 of ERISA, and neither Seller Parent nor any of its ERISA Affiliates has incurred any liability under Title IV of ERISA (other than premium payments to the Pension Benefit Guaranty Corporation in the ordinary course) or Section 4971 of the Code which has not been and will not be fully paid as of the Closing. None of the Conveyed Subsidiaries (or the Subsidiaries thereof) or the Business has as of the date of this Agreement, or will have Effective as of the Closing, any Liability APL shall take all actions necessary to cause Employees to become fully vested in respect of post-employment or post-retirement medical, health or life insurance their accrued benefits for any current or former employees, except as required by applicable Law or under each Pension Plan. Each employee welfare benefit plan provided to avoid excise tax under Section 4980B the employees of the Code. Except as set forth on Section 4.17(d) of Company from and after the Seller Disclosure Letter, no Seller Group Plan or Foreign Seller Group Plan is a defined benefit pension plan. (e) Each Seller Group Plan and Foreign Seller Group Plan (other than a Conveyed Subsidiary Plan) has been maintained, operated, funded and administered in compliance in all respects with its terms and applicable Law, except for such instances of noncompliance that would not, individually or in the aggregate, be materially adverse to the Business. Each Conveyed Subsidiary Plan has been established, maintained, funded and administered in compliance in all material respects its terms and applicable Law. All material contributions or premiums with respect to each Conveyed Subsidiary Plan have been paid or deducted in a timely fashion and there are no material outstanding defaults or violations thereunder that have not been properly recorded in the Financial Statements. Other than routine claims for benefits, there are no suits, claims, proceedings, actions, governmental audits or investigations that are pending or threatened against or involving any Seller Group Plan or Foreign Seller Group Plan or asserting any rights to or claims for benefits under any Seller Group Plan or Foreign Seller Group Plan, except for such actions that have not had and would not, individually or in the aggregate, a be materially adverse to the Business. (f) Except as set forth in Section 4.17(f) of the Seller Disclosure Letter: Closing shall (i) none of give full credit for copayments, deductibles and out-of-pocket expenses under the Conveyed Subsidiaries (or employers of Business Employees who are not as of Closing employed in a Conveyed Subsidiary) recognize a labor union (in the case of employers that are not Conveyed Subsidiaries or Subsidiaries thereof, excluding any labor union that does not represent the Business Employees) and none of the Business Employees are represented by any labor organization, works council or consultation body (other than industry-wide or national labor organizations) or subject to, or covered by, the terms of any material Collective Bargaining Agreement in connection with their services to the Business, (ii) no labor union, labor organization, works council or consultation body has made a demand for recognition or certification, and there are no representation or certification proceedings, union elections or, to the Knowledge of Seller Parent, union organizing activities, pending or threatened in writing Company's Benefit Plans with respect to the Business Employeescurrent plan year toward any deductibles for the remainder of the plan year during which the Closing occurs, the Business or the Conveyed Subsidiaries or their Affiliates with respect and (ii) waive any pre-existing condition limitation for any employee covered under a Welfare Plan immediately prior to the BusinessClosing, (iii) there are no pending or threatened in writing strikes, lockouts, work stoppages or slowdowns involving unless such pre-existing condition was not covered under the Business applicable Welfare Plan. APL shall cause each Welfare Plan to remain solely responsible and to satisfy all liabilities for all claims incurred by Employees or against the Business or the Conveyed Subsidiaries or their Affiliates with respect under such Welfare Plans prior to the Business and (iv) there is no unfair labor practice charge, labor arbitration or labor grievance proceeding pending or threatened in writing against the Business or the Conveyed Subsidiaries or their Affiliates with respect to the Business that would, in the case of the foregoing clauses (iii) and (iv), individually or in the aggregate, be materially adverse to the Business. As of the date hereof, Seller Parent has provided copies to Purchaser of all material Collective Bargaining Agreements applicable to Business Employees, the Business or the Conveyed Subsidiaries or their Subsidiaries. Seller Parent, the Conveyed Subsidiaries and their respective Subsidiaries have satisfied any material pre-signing requirement to provide notice to, or enter into any information and consultation procedure with, any labor union, labor organization, works council or consultation body in connection with the execution of this Agreement or the transactions contemplated by this Agreement as required by any Contract or LawsClosing. (gb) As of the Closing, Seller Parent represents that each Business the Employees of the Company shall be those persons listed on Schedule 4.7(b) hereto (unless an Employee devotes, and has devoted seventy percent (70%) or more of voluntarily terminates his or her working time in the last twelve (12) months (or employment), as such shorter period he or she has been employed Schedule may be amended prior to Closing by Seller Parent and its Affiliates) to performing services on behalf mutual agreement of the Business. (h) As at parties hereto. Following the date hereofClosing, APL shall be solely liable for, and shall indemnify Purchaser and the Seller Internal Restructurings in France and Netherlands have been completed in accordance with applicable Laws (including obtaining requisite opinions from applicable works councils and employee representative bodies) such that there are no Business Employees employed in the Business in France or Netherlands other than those employed by a Conveyed Subsidiary. Company against (i) Except as required by plans, programs, or arrangements required any obligations to be maintained or contributed to by the Laws of a non-U.S. jurisdiction, neither the execution and delivery of this Agreement, nor the consummation former employees of the transactions contemplated hereby (either alone Company or in conjunction with any other event), will cause any (i) payments to become due or payable to any Business Employee, Former Business Employee, current or former consultant employees of APL (who have performed services for the Company) in respect of their employment or directortermination of employment including, without limitation, obligations for severance or termination pay, COBRA benefits, workers compensation benefits and other Benefit Plan obligations and (ii) acceleration, vesting or increase in any compensation or benefits obligations to any Business Employee, Former Business Employee, current or former consultant or director, or (iii) Conveyed Subsidiary (or a Subsidiary thereof) to transfer or set aside any assets to fund any benefits Employees of the Company under any Conveyed Subsidiary Benefit Plan, none of which will be assumed or limit continued by the Company or restrict in any material respect Purchaser following the right of Purchaser or any of its Affiliates or any Conveyed Subsidiary (or a Subsidiary thereof) to amend, terminate or transfer the assets of any Conveyed Subsidiary Plan. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated herein, will constitute a “change in ownership or control” or “change in effective control” of Seller Parent within the meaning of Section 280G of the Code. No Conveyed Subsidiary (or any Subsidiary thereof) is party to any plan, program, policy or arrangement providing for the “gross-up” or other compensation to any individual because of the imposition of any Tax on any payment to the individual related to Section 4999 or Section 409A of the CodeClosing.