Common use of Employee Benefits; Employees Clause in Contracts

Employee Benefits; Employees. (a) The Parent has delivered or made available to the Acquiror true and complete copies, or descriptions including the material terms, of all (i) “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 Parent or any of its Affiliates or to which the Parent or any of its Affiliates contributes or is obligated to contribute, for 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 Parent 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. With respect to each material Company Benefit Plan, the Parent has also delivered or made available to the Acquiror, as applicable, true and complete copies of (i) the most recent summary plan description, (ii) the actuarial valuations, funding reports and Forms 5500 or 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 Company Benefit Plan and (iv) the most recent IRS determination letter relating to the tax-qualified status of the Company Benefit Plan.

Employee Benefits; Employees. (a) The Parent has delivered or made available to the Acquiror true and complete copiesAcquiror, or descriptions including prior to the material termsdate hereof, of all (i) “employee benefit plans” as defined in Section 3(3) true, correct and complete copies of ERISA and all material work rules (shugyo kisoku), (ii) true, correct and complete copies of all material incentive, profit-sharing, stock option, stock purchase, other equity-based, employment, consulting, compensation, congratulatory and condolence pay, commission pay, the Zaikei plan, vacation or other leave, change in control, retention, retiree medical or life, supplemental retirement, severance, health, medical, disability, life insurance, deferred compensation and other employee compensation and benefit plans, programs programs, policies, agreements, arrangements and agreements (or true practices, and complete summaries thereof)all amendments and trust documents related thereto, in each case established or maintained by the Parent or any of its Affiliates (including any of the Companies and the Transferred Subsidiaries) or to which the Parent or any of its Affiliates contributes (including any of the Companies and the Transferred Subsidiaries) contributed or is obligated to contributecontribute thereunder, for the benefit of any of the Employees or any former employees of any of the Company or a Companies and the Transferred Subsidiary Subsidiaries (collectively, the “Parent Benefit Plans”), (iii) true, correct and complete copies of any annual reports for each Benefit Plan for the most recent completed plan year and (iv) true, correct and complete copies of any material written Contracts, communications, summary plan descriptions or correspondence from any Governmental Authority that are materialmaterially affect (or could reasonably be expected to materially affect) any Company’s, any Transferred Subsidiary’s, the Acquiror’s or any of the Acquiror’s Affiliate’s current or future obligations or liability with respect to any Benefit Plan or any Employee or former Employee of any Company or any Transferred Subsidiary (including their dependents, spouses or beneficiaries). Section 3.13(a) of the Parent Seller Disclosure Schedule Letter sets forth the material Parent a true and complete list of all Benefit Plans, and separately identifies such Parent the Benefit Plans that are maintained outside sponsored by any of the United States primarily for Companies or Transferred Subsidiaries (the benefit of Employees working outside of the United States (such plans hereinafter being referred to as “Non-U.S. Parent Company Benefit Plans”) and separately lists all Company Benefit Plans. With respect to each material Company Benefit Plan, the Parent has also delivered or made available to the Acquiror, as applicable, true and complete copies of (i) the most recent summary plan description, (ii) the actuarial valuations, funding reports and Forms 5500 or 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 Company Benefit Plan and (iv) the most recent IRS determination letter relating to the tax-qualified status of the Company Benefit Plan).

Employee Benefits; Employees. (a) Section 3.9(a) of the Seller Disclosure Schedule sets forth a true and complete list of each Benefit Plan. The Parent Company has delivered or made available to the Acquiror true Buyer complete and complete copies, or descriptions including the material terms, correct copies of all (i) “employee benefit plans” as defined in Section 3(3) Benefit Plans, including any amendments thereto and the current summary plan description thereof, all summaries of ERISA material modifications, and (ii) incentiveany other summary of the Benefit Plans, 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)along with, in each case established or maintained by and to the Parent or any extent applicable, (i) true and complete descriptions of its Affiliates or to which the Parent or any of its Affiliates contributes or is obligated to contribute, for the benefit material terms of any Employees or former employees of the Company or a Transferred Subsidiary (collectively, the “Parent unwritten Benefit Plans”; (ii) that are material. Section 3.13(a) of the Parent Disclosure Schedule sets forth the material Parent Benefit Plans, separately identifies such Parent 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. With respect to each material Company Benefit Plan, the Parent has also delivered or made available to the Acquiror, as applicable, true and complete copies of (i) the most recent summary plan description, (ii) the actuarial valuations, funding reports and Forms 5500 any employee handbooks or equivalent annual reports for the three most recent years for which they are available, similar documents describing such Benefit Plans; (iii) insurance policies related to the Benefit Plans; (iv) all trust documents non-routine communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation or the U.S. Department of Labor (including a written description of any such oral communication) with respect to such Benefit Plan; (iv) true and complete copies of each Form 5500 filed for such Benefit Plan (including all attachments, audit reports and schedules), actuarial reports, summaries of material written contracts modifications, summary annual reports, and any other required employer notices (including governmental filings and descriptions of changes to Benefit Plans) relating to the administration Benefit Plans, in each case, for the last three (3) plan years, as applicable; (v) true and complete copies of the Company Benefit Plan and (iv) the most recent IRS determination letter relating to the tax-qualified status or opinion letter; and (vi) a schedule of awards or benefits provided for under each Benefit Plan. (b) Except as set forth in Section 3.9(b) of the Seller Disclosure Schedule, all Benefit Plans have been maintained and operated in all material respects in accordance with their terms, ERISA, the Code and other applicable Laws. The Company and each ERISA Affiliate have satisfied all of their material obligations under or with respect to each Benefit Plan.Plan under applicable -30- 40733748.21