Common use of Employee Benefits; Employees Clause in Contracts

Employee Benefits; Employees. (a) Schedule 3.21 contains a list of each employee benefit plan (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, restricted stock, savings, change in control, employment, consulting, collective bargaining, dependent care, employee assistance, fringe benefit, medical, dental, post-retirement welfare, retention, retirement, vacation, severance, disability, death benefit, hospitalization, insurance or other plan, agreement, arrangement or understanding (whether or not written or legally binding) (all of the foregoing being herein called the "APA BENEFIT PLANS"), established, sponsored, maintained or contributed to (or with respect to which any obligation to contribute has been undertaken) within the last six years by APA or any entity that would be deemed a "single employer" with APA under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA (an "ERISA AFFILIATE"), APA has provided to SFC a true and correct copy of (i) each APA Benefit Plan (and any amendments thereto) and summary plan descriptions thereof, (ii) each trust agreement and group annuity contract, if any, relating to such APA Benefit Plan (iii) the three most recent annual report for each APA Benefit Plan currently maintained or contributed to by APA (Form 5500), (iv) the most recent IRS determination letter relating to any APA Benefit Plan intended to be qualified under Sections 401(a) and 501(a) of the Code, and (v) the three most recent actuarial valuation reports relating to any APA Benefit Plan subject to Title IV of ERISA. (b) Except as set forth in SCHEDULE 3.21, each of the APA Benefit Plans is maintained and administered in accordance with its terms and in compliance with applicable law, including, without limitation, the provisions of ERISA and the Code (including substantial compliance with the periodic reporting obligations under those statutes) and no such plan has or could be expected to have any accumulated funding deficiency (whether or not waived) within the meaning of Section 302 of ERISA or Section 412 of the Code and no excise or other taxes have been or could be expected to be incurred or are due with respect to any such plan because of any failure to comply with the minimum funding standards of the Code or ERISA. No security under Section 401(a)(29) of the Code has been or could be expected to be required. With respect to the APA Benefit Plans, individually and in the aggregate, no event has occurred and, to APA's knowledge, there exists no condition or set of circumstances, in connection with which it could be subject to any material liability. (c) In accordance with the governing documents and applicable law, all contributions, insurance premiums, benefits and other payments required to be made to or under each APA Benefit Plan with respect to all periods prior to the Effective Time have been made or will be made prior to the Effective Time or adequate reserves will be set aside therefore and such liabilities will be fully accrued on the Closing Balance Sheet. With respect to each APA Benefit Plan, (1) no application, proceeding or other matter is pending before the Internal Revenue Service, the Department of Labor or any other governmental agency; (2) no action, suit, proceeding or claim (other than routine claims for benefits) is pending or, to APA's knowledge, threatened; and (3) to the knowledge of APA, no facts exist which could give rise to an action, suit, proceeding or claim which, if asserted, could result in a material liability for APA or the plan assets. (d) With respect to each funded APA Benefit Plan which is an employee pension plan within the meaning of Section 3(2) of ERISA, (1) a favorable IRS determination letter is currently in effect and, since the date of the last determination letter, the APA Benefit Plan has not been amended or operated in a manner which would adversely affect its qualified status and no event has occurred which has caused or could cause the loss of such status; and (2) there has been no termination or partial termination within the meaning of Section 411(d)(3) of the Code. (e) None of APA, its ERISA Affiliates or any of their respective predecessors has ever contributed to, contributes to, has ever been required to contribute to, or otherwise participated in or participates in or in any way, directly or indirectly, has any liability with respect to any "multiemployer plan" (within the meaning of Sections (3)(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code) or any single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) which is subject to Sections 4063 and 4064 of ERISA. (f) With respect to each APA Benefit Plan which is or was covered by Title IV of ERISA, the present value of all "benefit liabilities" (whether or not vested) (within the meaning of Section 4001(a)(16) of ERISA) based on the actuarial assumptions used for funding purposes (1) as set forth in the most recent actuarial report; and (2) as required by the Pension Benefit Guaranty Corp. ("PBGC") for the APA Benefit Plan's termination did not exceed as of the most recent actuarial valuation date the then current fair market value of the assets of such plan and no amendments or other modifications to such plan or its actuarial assumptions were adopted since the date of such plan's most recent actuarial report. (g) APA is not liable for and will not be liable for any liability of any ERISA Affiliate (including predecessors) with regard to any "employee benefit plan" (within the meaning of Section 3(3) of ERISA). All premiums due to the PBGC by APA or any ERISA Affiliate have been paid on a timely basis. No "reportable event" within the meaning of Section 4043(b) of ERISA has occurred or is expected to occur and the consummation of the transaction contemplated by this Agreement will not result in a reportable event. (h) With respect to each APA Benefit Plan which is an "employee benefit plan" within the meaning of Section 3(3) of ERISA or which is a "plan" within the meaning of Section 4975(e) of the Code, there has occurred no transaction which is prohibited by Section 406 of ERISA or which constitutes a "prohibited transaction" under Section 4975(c) of the Code and with respect to which a prohibited transaction exemption has not been granted and is not currently in effect and the consummation of the transaction contemplated by this Agreement will not constitute or directly or indirectly result in such a "prohibited transaction". (i) APA and its ERISA Affiliates have complied in all material respects with the provisions of Section 4980B of the Code with respect to each APA Benefit Plan which is a group health plan within the meaning of Section 5001(b)(1) of the Code. Neither APA nor any of its ERISA Affiliates maintains, contributes to, or is obligated under any plan, contract, policy or arrangement providing health or death benefits (whether or not insured) to current or former employees or other personnel beyond the termination of their employment or other services (other than pursuant to Section 4980B of the Code). Each APA Benefit Plan may be unilaterally terminated and/or amended by APA at any time. (j) Except as set forth in SCHEDULE 3.21, the consummation of the transactions contemplated by this Agreement will not (either alone or in conjunction with another event, such as a termination of employment or other services) entitle any employee or other person to receive severance or other compensation which would not otherwise be payable absent the consummation of the transaction contemplated by this Agreement or cause the acceleration of the time of payment or vesting of any award or entitlement under any APA Benefit Plan. (k) Neither APA nor any ERISA Affiliate, or any officer or employee thereof, has made any promises or commitments, whether legally binding or not, to create any additional plan, agreement, or arrangement, or to modify or change any existing APA Benefit Plan. No event, condition, or circumstance exists that could result in an increase of the benefits provided under any APA Benefit Plan or the expense of maintaining any APA Benefit Plan from the level of benefits or expense incurred for a material increase the most recent fiscal year ended before the Merger. Neither APA nor any ERISA Affiliate has any unfunded liabilities pursuant to any APA Benefit Plan that is not intended to be qualified under Section 401(a) of the Code.

Employee Benefits; Employees. (a) The Sellers’ Disclosure Schedule 3.21 contains a list of each employee benefit plan (includinglists all pension, without limitation, any "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and any bonus, pensionretirement, profit sharing, deferred compensation, incentive compensationbonus, stock ownershipcommission, stock purchaseincentive, stock option, phantom stock, restricted stock, savingslife insurance, change in control, employment, consulting, collective bargaining, dependent care, employee assistance, fringe benefit, medical, dental, post-retirement welfare, retention, retirement, vacation, severance, disability, death benefithealth and disability insurance, hospitalization, insurance self-insured health plans, severance pay plans and all other employee benefit plans or other planarrangements established or maintained by European Seller and the Acquired Companies, agreementincluding, arrangement or understanding (whether or not written or legally binding) (without limitation, any and all of the foregoing being herein called the "APA BENEFIT PLANS"), established, sponsored, maintained or contributed to (or with respect to which any obligation to contribute has been undertaken) such plans within the last six years by APA or any entity that would be deemed a "single employer" with APA under Section 414(b), (c), (m) or (o) of the Code or Section 4001 scope of ERISA (each, an "ERISA AFFILIATE"“Employee Benefit Plan” and collectively, the “Employee Benefit Plans”). (b) With respect to each Employee Benefit Plan, APA has provided Sellers have made available prior to SFC the Closing Date a true correct and correct complete copy of (or, to the extent no such copy exists, an accurate description) thereof and, to the extent applicable, (i) each APA the most recent copies of all documents constituting or embodying such Employee Benefit Plan (and any amendments thereto) and summary plan descriptions thereofPlans, (ii) each trust agreement and group annuity contractthe most recent favorable IRS determination or opinion letter, if anyapplicable, relating to such APA Benefit Plan (iii) the three most recent annual report for each APA Benefit Plan currently maintained or contributed to by APA (Form 5500)summary plan description, and (iv) the most recent IRS determination letter relating to any APA Form 5500 and attached schedules, if applicable. (c) Each Employee Benefit Plan intended to be qualified has been administered in all material respects in accordance with its terms and applicable Law (including under Sections 401(a) ERISA and 501(a) of the Code, and (v) as applicable), except as would not reasonably be expected to result in material liability to the three most recent actuarial valuation reports relating Acquired Companies. No suit, administrative proceeding, action or other litigation has been brought or threatened against or with respect to any APA such Employee Benefit Plan Plan, including any audit or inquiry by the IRS or United States Department of Labor. (d) None of the Acquired Companies or European Seller participates in, and has not withdrawn from participation in, a “multiemployer plan” as defined in ERISA section 37A, any “multiple-employer welfare arrangement” as defined in ERISA section 40A, or any employee pension benefit plans (within the meaning of ERISA section 3(2)) maintained by multiple employers that are not members of the same controlled group of entities. Except as set forth in the Sellers’ Disclosure Schedule, none of the Employee Benefit Plans is a defined benefit pension plan subject to Title IV of ERISA. (b) Except as set forth in SCHEDULE 3.21, each of the APA Benefit Plans is maintained and administered in accordance with its terms and in compliance with applicable law, including, without limitation, the provisions of ERISA and the Code (including substantial compliance with the periodic reporting obligations under those statutes) and no such plan has or could be expected to have any accumulated funding deficiency (whether or not waived) within the meaning of Section 302 of ERISA or Section 412 of the Code and no excise or other taxes have been or could be expected to be incurred or are due with respect to any such plan because of any failure to comply with the minimum funding standards of the Code or ERISA. No security under Section 401(a)(29) of the Code has been or could be expected to be required. With respect to the APA Benefit Plans, individually and in the aggregate, no event has occurred and, to APA's knowledge, there exists no condition or set of circumstances, in connection with which it could be subject to any material liability. (c) In accordance with the governing documents and applicable law, all contributions, insurance premiums, benefits and other payments required to be made to or under each APA Benefit Plan with respect to all periods prior to the Effective Time have been made or will be made prior to the Effective Time or adequate reserves will be set aside therefore and such liabilities will be fully accrued on the Closing Balance Sheet. With respect to each APA Benefit Plan, (1) no application, proceeding or other matter is pending before the Internal Revenue Service, the Department of Labor or any other governmental agency; (2) no action, suit, proceeding or claim (other than routine claims for benefits) is pending or, to APA's knowledge, threatened; and (3) to the knowledge of APA, no facts exist which could give rise to an action, suit, proceeding or claim which, if asserted, could result in a material liability for APA or the plan assets. (de) With respect to each funded APA Employee Benefit Plan which is an employee pension plan within Plan, neither the meaning Sellers nor any of Section 3(2) of ERISA, (1) a favorable IRS determination letter their relevant Affiliates is currently in effect andliable for any material Taxes arising under Section 4971, since the date 4972, 4975, 4979, 4980 or 4980B of the last determination letterCode, the APA Benefit Plan and no fact or event exists that would give rise to any such material liability for Taxes. Neither Sellers nor any of their relevant Affiliates has incurred any material liability under or arising out of Title IV of ERISA that has not been amended or operated satisfied in a manner which would adversely affect its qualified status full (other than any liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), and no fact or event has occurred which has caused or could cause the loss of exists that would reasonably be expected to result in such status; and (2) there has been no termination or partial termination within the meaning of Section 411(d)(3) of the Code. (e) None of APA, its ERISA Affiliates or any of their respective predecessors has ever contributed to, contributes to, has ever been required to contribute to, or otherwise participated in or participates in or in any way, directly or indirectly, has any liability with respect to any "multiemployer plan" (within the meaning of Sections (3)(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code) or any single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) which is subject to Sections 4063 and 4064 of ERISAa liability. (f) With Sellers have not incurred any material liability in respect to each APA Benefit Plan which is of post-employment health, medical or was covered by Title IV of ERISA, the present value of all "benefit liabilities" (whether or not vested) (within the meaning of Section 4001(a)(16) of ERISA) based on the actuarial assumptions used for funding purposes (1) as set forth in the most recent actuarial report; and (2) as required by the Pension Benefit Guaranty Corp. ("PBGC") for the APA Benefit Plan's termination did not exceed as of the most recent actuarial valuation date the then current fair market value of the assets of such plan and no amendments or other modifications to such plan or its actuarial assumptions were adopted since the date of such plan's most recent actuarial report. (g) APA is not liable for and will not be liable life insurance benefits for any liability of any ERISA Affiliate (including predecessors) with regard to any "employee benefit plan" (within the meaning of Section 3(3) of ERISA). All premiums due to the PBGC by APA or any ERISA Affiliate have been paid on a timely basis. No "reportable event" within the meaning of Section 4043(b) of ERISA has occurred or is expected to occur and the consummation of the transaction contemplated by this Agreement will not result in a reportable event. (h) With respect to each APA Benefit Plan which is an "employee benefit plan" within the meaning of Section 3(3) of ERISA or which is a "plan" within the meaning of Section 4975(e) of the Code, there has occurred no transaction which is prohibited by Section 406 of ERISA or which constitutes a "prohibited transaction" under Section 4975(c) of the Code and with respect to which a prohibited transaction exemption has not been granted and is not currently in effect and the consummation of the transaction contemplated by this Agreement will not constitute or directly or indirectly result in such a "prohibited transaction". (i) APA and its ERISA Affiliates have complied in all material respects with the provisions of Section 4980B of the Code with respect to each APA Benefit Plan which is a group health plan within the meaning of Section 5001(b)(1) of the Code. Neither APA nor any of its ERISA Affiliates maintains, contributes to, or is obligated under any plan, contract, policy or arrangement providing health or death benefits (whether or not insured) to current or former employees or other personnel beyond the termination of their employment or other services (other than pursuant to Section 4980B employee of the Code). Each APA Benefit Plan Acquired Companies, except as may be unilaterally terminated and/or amended by APA required under COBRA or similar Laws and at any time. (j) Except as set forth in SCHEDULE 3.21, the consummation of the transactions contemplated by this Agreement will not (either alone or in conjunction with another event, such as a termination of employment or other services) entitle any employee or other person to receive severance or other compensation which would not otherwise be payable absent the consummation of the transaction contemplated by this Agreement or cause the acceleration of the time of payment or vesting of any award or entitlement under any APA Benefit Plan. (k) Neither APA nor any ERISA Affiliate, or any officer or employee thereof, has made any promises or commitments, whether legally binding or not, to create any additional plan, agreement, or arrangement, or to modify or change any existing APA Benefit Plan. No event, condition, or circumstance exists that could result in an increase of the benefits provided under any APA Benefit Plan or the expense of maintaining any APA Benefit Plan from the level of benefits current or expense incurred for a material increase the most recent fiscal year ended before the Merger. Neither APA nor any ERISA Affiliate has any unfunded liabilities pursuant to any APA Benefit Plan that is not intended to be qualified under Section 401(a) of the Codeformer employee.

Employee Benefits; Employees. (a) Schedule 3.21 contains a list of each employee benefit plan Each (including, without limitation, any "i) “employee benefit plan" ,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974ERISA, as amended or ("ERISA"))ii) incentive, and any bonus, pension, profit profit-sharing, deferred compensation, incentive compensation, stock ownershipoption, stock purchase, stock option, phantom stock, restricted stock, savings, change in controlother equity-based, employment, consulting, collective bargainingvacation or other leave, dependent care, employee assistance, fringe benefit, medical, dental, post-retirement welfarechange of control, retention, retirement, vacation, severance, disability, death benefit, hospitalization, insurance deferred compensation and other compensation or other benefit plan, program or agreement, arrangement or understanding (whether or not written or legally binding) (all of the foregoing being herein called the "APA BENEFIT PLANS"), in each case established, sponsored, sponsored or maintained by the Company or contributed to (any of its Affiliates or with respect to which any obligation to contribute has been undertaken) within the last six years by APA Company or any entity that would be deemed of its Affiliates contributes or is obligated to contribute, or to which the Company or any of its Affiliates is a "single employer" with APA under party, for the benefit of any Participant, is referred to herein as a “Benefit Plan.” Section 414(b), (c), (m) or (o4.7(a) of the Code or Disclosure Schedule sets forth each Benefit Plan. Except for the employment agreements identified with an asterisk in Section 4001 4.7(a) of ERISA (an "ERISA AFFILIATE")the Disclosure Schedule, APA has provided to SFC a true and correct copy of (i) each APA Benefit Plan is sponsored or maintained solely by one or more of the Transferred Companies, and no company other than the Transferred Companies is a party to any Benefit Plan. With respect to each Benefit Plan, the Company has delivered or made available to Buyer (and w) such Benefit Plan, including any amendments thereto) and summary plan descriptions thereof, (iix) each trust agreement and group trust, insurance, annuity contract, if any, relating to such APA Benefit Plan (iii) the three most recent annual report for each APA Benefit Plan currently maintained or contributed to by APA (Form 5500)other funding contract related thereto, (ivy) the most recent IRS determination letter relating to any APA Benefit Plan intended to be qualified under Sections 401(a) financial statements and 501(a) of the Codeactuarial or other valuation reports prepared with respect thereto, and (vz) the three *** most recent actuarial valuation annual reports relating on Form 5500 required to any APA Benefit Plan subject to Title IV of ERISAbe filed with the IRS with respect thereto (if any). (b) Except as set forth in SCHEDULE 3.21Section 4.7(b) of the Disclosure Schedule, each Benefit Plan has been operated and administered in compliance *** with its terms and with applicable Law including ERISA and the Code. Except as set forth in Section 4.7(b) of the Disclosure Schedule, each of the APA Benefit Plans Transferred Companies is maintained and administered in accordance with its terms and in compliance *** with applicable law, including, without limitationERISA, the provisions Code and all other Laws applicable to the Benefit Plans. (c) The Transferred Companies do not have any Liability under Section 412 of the Code, Section 302 of ERISA and the Code (including substantial compliance or Title IV of ERISA with the periodic reporting obligations under those statutesrespect to any Benefit Plan. The Transferred Companies do not have any Liability with respect to any “multiemployer plan,” as defined in Section 3(37) and no such plan has or of ERISA. There does not exist, nor do any circumstances exist that could reasonably be expected to have result in, any accumulated funding deficiency (whether Controlled Group Liability after the Closing on Buyer, any Transferred Company or not waived) any of their respective Affiliates. No Benefit Plan is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA that is subject to Section 302 of ERISA or Section 412 of the Code and no excise or other taxes have been or could be expected to be incurred or are due with respect to any such plan because of any failure to comply with the minimum funding standards of the Code or ERISA. No security under Section 401(a)(29) of the Code has been or could be expected to be required. With respect to the APA Benefit Plans, individually and in the aggregate, no event has occurred and, to APA's knowledge, there exists no condition or set of circumstances, in connection with which it could be subject to any material liability. (c) In accordance with the governing documents and applicable law, all contributions, insurance premiums, benefits and other payments required to be made to or under each APA Benefit Plan with respect to all periods prior to the Effective Time have been made or will be made prior to the Effective Time or adequate reserves will be set aside therefore and such liabilities will be fully accrued on the Closing Balance Sheet. With respect to each APA Benefit Plan, (1) no application, proceeding or other matter is pending before the Internal Revenue Service, the Department of Labor or any other governmental agency; (2) no action, suit, proceeding or claim (other than routine claims for benefits) is pending or, to APA's knowledge, threatened; and (3) to the knowledge of APA, no facts exist which could give rise to an action, suit, proceeding or claim which, if asserted, could result in a material liability for APA or the plan assetsCode. (d) With respect All contributions required to each funded APA be made under the terms of any Benefit Plan which is an employee pension plan within the meaning of Section 3(2) of ERISA, (1) a favorable IRS determination letter is currently in effect and, since the date of the last determination letter, the APA Benefit Plan has not have been amended or operated in a manner which would adversely affect its qualified status and no event has occurred which has caused or could cause the loss of such status; and (2) there has been no termination or partial termination within the meaning of Section 411(d)(3) of the Codetimely made when due ***. (e) None of APA, its ERISA Affiliates or any of their respective predecessors has ever contributed to, contributes to, has ever been required to contribute to, or otherwise participated in or participates in or in any way, directly or indirectly, the Transferred Companies has any liability with respect obligations for, and none of the Benefit Plans provides to any "multiemployer plan" Participant, retiree welfare benefits other than (within the meaning of Sections i) coverage mandated by applicable Law and (3)(37ii) or 4001(a)(3) of ERISA or Section 414(f) of the Code) or any single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) which is subject to Sections 4063 and 4064 of ERISAcoverage that continues during an applicable severance period. (f) With There is not in existence, nor has there been within the *** prior to the date hereof, any pending or*** threatened: (A) strike, slowdown, stoppage, picketing, interruption of work, lockout or any other dispute or controversy with or involving a labor organization or with respect to unionization or collective bargaining; (B) labor-related organizational effort, election activities, or request or demand for negotiations, recognition or representation; or (C) arbitration, claim of unfair labor practice, workers' compensation claim, claim or investigation of wrongful discharge, claim or investigation of employment discrimination or retaliation, claim or investigation of sexual or other harassment, claim or investigation relating to the wages or hours of any employee or group of employees, claim or investigation relating to compliance with immigration Laws or other employment dispute of any nature, in each APA Benefit Plan which is or was covered by Title IV of ERISA, the present value of all "benefit liabilities" (whether or not vested) (within the meaning of Section 4001(a)(16) of ERISA) based on the actuarial assumptions used for funding purposes (1) as set forth in the most recent actuarial report; and (2) as required by the Pension Benefit Guaranty Corp. ("PBGC") for the APA Benefit Plan's termination did not exceed as case involving any of the most recent actuarial valuation date the then current fair market value Participants or against any of the assets of such plan and no amendments or other modifications to such plan or its actuarial assumptions were adopted since the date of such plan's most recent actuarial reportTransferred Companies ***. (g) APA (i) None of the Transferred Companies is not liable for and will not be liable for or has ever been a party to or bound by any liability of collective bargaining agreement, other agreement or understanding or work rules or practice with any ERISA Affiliate (including predecessors) with regard to any "employee benefit plan" (within the meaning of Section 3(3) of ERISA). All premiums due to the PBGC by APA labor union or any ERISA Affiliate have been paid on a timely basis. No "reportable event" within other similar organization and (ii) none of the meaning of Section 4043(b) of ERISA has occurred Participants is subject to or covered by any such collective bargaining agreement, other agreement or understanding, work rules or practice, or arbitration award, or is expected represented by any labor organization with respect to occur and the consummation of the transaction contemplated such Participant's services performed by this Agreement will not result in a reportable eventany Transferred Company. (h) With respect to each APA Benefit Plan which is an "employee benefit plan" within the meaning of Section 3(3) of ERISA or which is a "plan" within the meaning of Section 4975(e) As of the Codedate hereof and since ***, there has occurred no transaction which is prohibited by Section 406 of ERISA or which constitutes a "prohibited transaction" under Section 4975(c) each of the Code Transferred Companies (i) is and has been in compliance *** with respect all applicable U.S. federal, state and local Laws and foreign Laws which relate to which a prohibited transaction exemption has not been granted employment, equal employment opportunity, nondiscrimination, wages, hours, benefits, classification of employees, leaves, disability, immigration, employment and reemployment rights of members of the uniformed services, secondment and plant closings and layoffs (including the Worker Adjustment and Retraining Notification Act and comparable state, local or other Laws); and (ii) is not currently liable for any arrears of wages, other compensation or benefits (other than such liabilities that have been incurred in effect and the consummation Ordinary Course of Business), or any Taxes or penalties for failure to comply with any of the transaction contemplated by this Agreement will not constitute or directly or indirectly result in such a "prohibited transaction"foregoing. (i) APA and its ERISA Affiliates have complied in all material respects with the provisions of Section 4980B of the Code with respect to each APA Benefit Plan which is a group health plan within the meaning of Section 5001(b)(1) of the Code. Neither APA nor any of its ERISA Affiliates maintains, contributes to, or is obligated under any plan, contract, policy or arrangement providing health or death benefits (whether or not insured) to current or former employees or other personnel beyond the termination of their employment or other services (other than pursuant to Section 4980B of the Code). Each APA Benefit Plan may be unilaterally terminated and/or amended by APA at any time. (j) Except as set forth in SCHEDULE 3.21Section 4.7(i) of the Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not (either alone or in conjunction together with another any other event, such as a termination of employment or other services) entitle any employee Participant to severance, change of control or other person to receive severance similar pay or other compensation which would not otherwise be payable absent the consummation of the transaction contemplated by this Agreement benefits under, or cause the acceleration of accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any award or entitlement under other *** obligation pursuant to any APA Benefit Plan. (kj) Neither APA nor any ERISA Affiliate, or any officer or employee thereof, has made any promises or commitments, whether legally binding or not, to create any additional plan, agreement, or arrangement, or to modify or change any existing APA Benefit Plan. No event, condition, or circumstance exists that could result in an increase Section 4.7(j) of the benefits provided under any APA Benefit Plan or the expense of maintaining any APA Benefit Plan from the level of benefits or expense incurred for a material increase the most recent fiscal year ended before the Merger. Neither APA nor any ERISA Affiliate has any unfunded liabilities pursuant Disclosure Schedule sets forth, with respect to any APA Benefit Plan that is not intended to be qualified under each “disqualified individual” (as defined in Section 401(a280G(c) of the Code) with respect to the Company that could reasonably be expected to receive any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code), such person's name, title and base amount (as defined in Section 280G(b)(3) of the Code). Except as set forth in Section 4.7(j) of the Disclosure Schedule, no other “disqualified individual” with respect to the Company will receive a payment or benefit which constitutes an excess parachute payment. (k) No Benefit Plan provides for, and the Transferred Companies are not a party to, any Contract with any Participant which entitles such Participant to receive any gross-up or additional payment by reason of the Tax required by Section 409A or Section 4999 of the Code being imposed on such person. (l) Each employee whose duties relate to the Business of the Transferred Companies is employed by a Transferred Company, and each independent contractor whose duties relate to the Business of the Transferred Companies is engaged to perform services for a Transferred Company. Except as set forth on Section 4.7(l) of the Disclosure Schedule, the Transferred Companies do not employ any employees whose duties do not relate exclusively to the Business of the Transferred Companies. No Participants are or have been employed by any Transferred Company outside the United States.

Employee Benefits; Employees. (a) Section 2.7(a) of the Disclosure Schedule 3.21 contains sets forth a list of each employee benefit plan (includingall pension, without limitation, any "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and any bonus, pensionretirement, profit sharing, deferred compensation, incentive compensationbonus, stock ownershipcommission, stock purchaseincentive, stock option, phantom stock, restricted stock, savingslife insurance, change in control, employment, consulting, collective bargaining, dependent care, employee assistance, fringe benefit, medical, dental, post-retirement welfare, retention, retirement, vacation, severance, disability, death benefithealth and disability insurance, hospitalization, insurance self-insured health plans, severance pay plans and all other employee benefit plans or other planarrangements established or maintained by the Company and the Subsidiaries, agreementincluding, arrangement or understanding (whether or not written or legally binding) (without limitation, any and all such plans within the scope of the foregoing being herein called the "APA BENEFIT PLANS")ERISA, established, sponsored, maintained or contributed to (or with respect to which the Company and any obligation Subsidiary (each, an “Employee Benefit Plan” and collectively, the “Employee Benefit Plans”). (b) With respect to contribute has been undertakeneach Employee Benefit Plan, the Quadrant Sellers have delivered to the Buyer a correct and complete copy (or, to the extent no such copy exists, an accurate description) within thereof and, to the last six years by APA or any entity that would be deemed a "single employer" with APA under Section 414(b)extent applicable, (c), (m) or (o) of the Code or Section 4001 of ERISA (an "ERISA AFFILIATE"), APA has provided to SFC a true and correct copy of (i) each APA the most recent copies of all documents constituting or embodying such Employee Benefit Plan (and any amendments thereto) and summary plan descriptions thereofPlans, (ii) each trust agreement and group annuity contractthe most recent favorable IRS determination or opinion letter, if anyapplicable, relating to such APA Benefit Plan (iii) the three most recent annual report for each APA Benefit Plan currently maintained or contributed to by APA (Form 5500)summary plan description, and (iv) the most recent IRS determination letter relating to any APA Form 5500 and attached schedules, if applicable. (c) Each Employee Benefit Plan intended to be qualified has been administered in all material respects in accordance with its terms and applicable law (including under Sections 401(a) ERISA and 501(a) of the Code, and (v) as applicable), except as would not reasonably be expected to result in material liability to the three most recent actuarial valuation reports relating Company or the Subsidiaries. No suit, administrative proceeding, action or other litigation has been brought or threatened against or with respect to any APA such Employee Benefit Plan Plan, including any audit or inquiry by the IRS or United States Department of Labor. (d) Neither the Company nor any Subsidiary participates in or has withdrawn from participation in a “multiemployer plan” as defined in ERISA section 37A, any “multiple-employer welfare arrangement” as defined in ERISA section 40A, or any employee pension benefit plans (within the meaning of ERISA section 3(2)) maintained by multiple employers that are not members of the same controlled group of entities. None of the Employee Benefit Plans is a defined benefit pension plan subject to Title IV of ERISA. (b) Except as set forth in SCHEDULE 3.21, each of the APA Benefit Plans is maintained and administered in accordance with its terms and in compliance with applicable law, including, without limitation, the provisions of ERISA and the Code (including substantial compliance with the periodic reporting obligations under those statutes) and no such plan has or could be expected to have any accumulated funding deficiency (whether or not waived) within the meaning of Section 302 of ERISA or Section 412 of the Code and no excise or other taxes have been or could be expected to be incurred or are due with respect to any such plan because of any failure to comply with the minimum funding standards of the Code or ERISA. No security under Section 401(a)(29) of the Code has been or could be expected to be required. With respect to the APA Benefit Plans, individually and in the aggregate, no event has occurred and, to APA's knowledge, there exists no condition or set of circumstances, in connection with which it could be subject to any material liability. (c) In accordance with the governing documents and applicable law, all contributions, insurance premiums, benefits and other payments required to be made to or under each APA Benefit Plan with respect to all periods prior to the Effective Time have been made or will be made prior to the Effective Time or adequate reserves will be set aside therefore and such liabilities will be fully accrued on the Closing Balance Sheet. With respect to each APA Benefit Plan, (1) no application, proceeding or other matter is pending before the Internal Revenue Service, the Department of Labor or any other governmental agency; (2) no action, suit, proceeding or claim (other than routine claims for benefits) is pending or, to APA's knowledge, threatened; and (3) to the knowledge of APA, no facts exist which could give rise to an action, suit, proceeding or claim which, if asserted, could result in a material liability for APA or the plan assets. (de) With respect to each funded APA Employee Benefit Plan which is an employee pension plan within Plan, none of the meaning Quadrant Sellers, the Company or any of Section 3(2) of ERISA, (1) a favorable IRS determination letter the Subsidiaries is currently in effect andliable for any material Taxes arising under Section 4971, since the date 4972, 4975, 4979, 4980 or 4980B of the last determination letterCode, and no fact or event exists that would give rise to any such material liability for Taxes. None of the Quadrant Sellers, the APA Benefit Plan Company or any of the Subsidiaries has incurred any material liability under or arising out of Title IV of ERISA that has not been amended or operated satisfied in a manner which would adversely affect its qualified status full (other than any liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), and no fact or event has occurred which has caused or could cause the loss of exists that would reasonably be expected to result in such status; and (2) there has been no termination or partial termination within the meaning of Section 411(d)(3) of the Code. (e) None of APA, its ERISA Affiliates or any of their respective predecessors has ever contributed to, contributes to, has ever been required to contribute to, or otherwise participated in or participates in or in any way, directly or indirectly, has any liability with respect to any "multiemployer plan" (within the meaning of Sections (3)(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code) or any single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) which is subject to Sections 4063 and 4064 of ERISAa liability. (f) With respect to each APA Benefit Plan which is or was covered by Title IV None of ERISAthe Quadrant Sellers, the present value of all "benefit liabilities" (whether Company or not vested) (within the meaning of Section 4001(a)(16) of ERISA) based on the actuarial assumptions used for funding purposes (1) as set forth in the most recent actuarial report; and (2) as required by the Pension Benefit Guaranty Corp. ("PBGC") for the APA Benefit Plan's termination did not exceed as any of the most recent actuarial valuation date the then Subsidiaries have incurred any material liability in respect of post-employment health, medical or life insurance benefits for any current fair market value or former employee of the assets Company or any Subsidiary, except as may be required under COBRA or similar Laws and Regulations and at the expense of such plan and no amendments the current or other modifications to such plan or its actuarial assumptions were adopted since the date of such plan's most recent actuarial reportformer employee. (g) APA The Company has disclosed to the Buyer complete and accurate information regarding the number of employees and sales persons currently employed or engaged by the Company or any Subsidiary, together with the position held by each person, the aggregate amount of the annual compensation (separating base salary and other forms of compensation) paid to such persons and all employee credit for unused vacation time and other paid time off that has been accrued to date, together with all employment agreements to which the Company or any Subsidiary is bound. The Company and each Subsidiary have accrued or paid in full to those employees all wages, commissions, bonuses and other compensation for all services performed by them through the date of this Agreement (other than amounts accrued since the end of the last pay period and other than amounts determined on a discretionary basis as of the end of the fiscal year June 30, 2012) and each of the Company and the Subsidiaries is not liable subject to any claim for and will not be liable for any liability non-payment or non-performance of any ERISA Affiliate (including predecessors) with regard to any "employee benefit plan" (within the meaning of Section 3(3) of ERISA). All premiums due to the PBGC by APA or any ERISA Affiliate have been paid on a timely basis. No "reportable event" within the meaning of Section 4043(b) of ERISA has occurred or is expected to occur and the consummation of the transaction contemplated by this Agreement will not result in a reportable eventforegoing. (h) With respect to each APA Benefit Plan which is an "employee benefit plan" within the meaning There are no open workers’ compensation claims of Section 3(3) of ERISA or which is a "plan" within the meaning of Section 4975(e) employees of the Code, there has occurred no transaction which is prohibited by Section 406 of ERISA or which constitutes a "prohibited transaction" under Section 4975(c) of the Code and with respect to which a prohibited transaction exemption has not been granted and is not currently in effect and the consummation of the transaction contemplated by this Agreement will not constitute or directly or indirectly result in such a "prohibited transaction". (i) APA and its ERISA Affiliates have complied in all material respects with the provisions of Section 4980B of the Code with respect to each APA Benefit Plan which is a group health plan within the meaning of Section 5001(b)(1) of the Code. Neither APA nor any of its ERISA Affiliates maintains, contributes to, or is obligated under any plan, contract, policy or arrangement providing health or death benefits (whether or not insured) to current or former employees or other personnel beyond the termination of their employment or other services (other than pursuant to Section 4980B of the Code). Each APA Benefit Plan may be unilaterally terminated and/or amended by APA at any time. (j) Except as set forth in SCHEDULE 3.21, the consummation of the transactions contemplated by this Agreement will not (either alone or in conjunction with another event, such as a termination of employment or other services) entitle any employee or other person to receive severance or other compensation which would not otherwise be payable absent the consummation of the transaction contemplated by this Agreement or cause the acceleration of the time of payment or vesting of any award or entitlement under any APA Benefit Plan. (k) Neither APA nor any ERISA Affiliate, Company or any officer or employee thereof, has made any promises or commitments, whether legally binding or not, to create any additional plan, agreement, or arrangement, or to modify or change any existing APA Benefit Plan. No event, condition, or circumstance exists that could result in an increase of the benefits provided under any APA Benefit Plan or the expense of maintaining any APA Benefit Plan from the level of benefits or expense incurred for a material increase the most recent fiscal year ended before the Merger. Neither APA nor any ERISA Affiliate has any unfunded liabilities pursuant to any APA Benefit Plan that is not intended to be qualified under Section 401(a) of the CodeSubsidiary.

Employee Benefits; Employees. (a) Schedule 3.21 contains a list Seller has delivered or made available to Buyer complete and correct summaries of each all: (i) “employee benefit plan (including, without limitation, any "employee benefit plan" plans,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and any bonus(ii) incentive, pension, profit profit-sharing, deferred compensation, incentive compensation, stock ownershipoption, stock purchase, stock optionother equity-based, phantom stockemployment, restricted stock, savingsvacation or other leave, change in control, employment, consulting, collective bargaining, dependent care, employee assistance, fringe benefit, medical, dental, post-retirement welfare, retention, retirement, vacation, severance, disabilitydeferred compensation and other benefit plans, death benefitprograms and agreements, hospitalizationin each case established or maintained by Seller or any of its Affiliates or to which Seller or any of its Affiliates contributes or is obligated to contribute, insurance or other planfor the benefit of any Employees (collectively, agreement, arrangement or understanding (whether or not written or legally binding) (the “Benefit Plans”). Section 3.9 of the Disclosure Schedule sets forth a list of all of the foregoing being herein called Benefit Plans, and of benefit plans for independent agents under which the "APA BENEFIT PLANS"), established, sponsored, maintained or contributed to (or with respect to which Transferred Companies have any obligation to contribute has been undertaken) within the last six years by APA or any entity that would be deemed a "single employer" with APA under liability. Except as indicated in Section 414(b), (c), (m) or (o) 3.9 of the Code or Section 4001 of ERISA (an "ERISA AFFILIATE")Disclosure Schedule, APA has provided to SFC a true and correct copy of (i) each APA Benefit Plan (and any amendments thereto) and summary plan descriptions thereof, (ii) each trust agreement and group annuity contract, if any, relating to such APA Benefit Plan (iii) the three most recent annual report for each APA Benefit Plan currently maintained or contributed to by APA (Form 5500), (iv) the most recent IRS determination letter relating to any APA Benefit Plan intended to be qualified under Sections 401(a) and 501(a) all of the CodeBenefit Plans are sponsored by a Transferred Company (such sponsored Benefit Plans, and (v) the three most recent actuarial valuation reports relating to any APA “Company Benefit Plan subject to Title IV Plans”). Except as set forth in Section 3.9 of ERISAthe Disclosure Schedule, none of the Company Benefit Plans covers employees or other individuals that are not employed by the Transferred Companies. No Employee performs services for the Transferred Companies primarily outside of the United States. None of the Benefit Plans is maintained outside the United States primarily for the benefit of Employees working outside the United States. (b) Except as set forth in SCHEDULE 3.21, each of the APA Each Company Benefit Plans is maintained Plan has been operated and administered in accordance compliance with its terms and in compliance with applicable law, including, without limitation, the provisions of Law including ERISA and the Code (including substantial Code, other than any non-compliance with that individually and in the periodic reporting obligations under those statutes) and no such plan has aggregate would not, individually or could in the aggregate, reasonably be expected to have any accumulated funding deficiency (whether or not waived) within a Company Material Adverse Effect. Except for the meaning of Section 302 of ERISA or Section 412 of the Code and no excise or other taxes have been or could be expected to be incurred or are due with respect to any such plan because of any failure to comply with the minimum funding standards of the Code or ERISA. No security under Section 401(a)(29) of the Code has been or could be expected to be required. With respect to the APA Benefit Plans, individually and in the aggregateCompany Savings Plan, no event has occurred and, to APA's knowledge, there exists no condition or set of circumstances, in connection with which it could be subject to any material liability. (c) In accordance with the governing documents and applicable law, all contributions, insurance premiums, benefits and other payments required to be made to or under each APA Company Benefit Plan with respect to all periods prior to the Effective Time have been made or will be made prior to the Effective Time or adequate reserves will be set aside therefore and such liabilities will be fully accrued on the Closing Balance Sheet. With respect to each APA Benefit Plan, (1) no application, proceeding or other matter is pending before the Internal Revenue Service, the Department of Labor or any other governmental agency; (2) no action, suit, proceeding or claim (other than routine claims for benefits) is pending or, to APA's knowledge, threatened; and (3) to the knowledge of APA, no facts exist which could give rise to an action, suit, proceeding or claim which, if asserted, could result in a material liability for APA or the plan assets. (d) With respect to each funded APA Benefit Plan which is an “employee pension plan benefit plan” within the meaning of Section 3(2) of ERISA, (1. Each Benefit Plan that is intended to be tax-qualified under Section 401(a) a favorable IRS determination letter is currently in effect and, since the date of the last Code is so qualified and a recent favorable determination letteror opinion letter has been issued by the IRS that the form of such plan meets the requirements of Section 401(a) of the Code. Except as indicated in Section 3.9(a) of the Disclosure Schedule, the APA each Benefit Plan has not been amended or operated in and other arrangement that is a manner which would adversely affect its qualified status and no event has occurred which has caused or could cause the loss of such status; and (2) there has been no termination or partial termination “nonqualified deferred compensation plan” within the meaning of Section 411(d)(3409A of the Code (“Section 409A”) and the regulations issued thereunder has been operated in compliance with or exemption from Section 409A since January 1, 2005 and has been in documentary compliance with Section 409A since December 31, 2008. (c) The Transferred Companies do not have any liability under Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA with respect to any Benefit Plan or any other employee benefit plan of any ERISA Affiliate. The Transferred Companies do not have any liability with respect to any “multiemployer plan,” as defined in Section 3(37) of ERISA. (d) All contributions required to be made under the terms of any Company Benefit Plan have been timely made when due. (e) None of APA, its ERISA Affiliates or any of their respective predecessors has ever contributed to, contributes to, has ever been required to contribute to, or otherwise participated in or participates in or in any way, directly or indirectly, the Transferred Companies has any liability with respect to any "multiemployer plan" obligations for retiree welfare benefits other than (within the meaning of Sections i) coverage mandated by applicable Law and (3)(37ii) or 4001(a)(3) of ERISA or Section 414(f) of the Code) or any single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) which is subject to Sections 4063 and 4064 of ERISAcoverage that continues during an applicable severance period. (f) With respect to each APA Benefit Plan which is or was covered by Title IV of ERISA, the present value of all "benefit liabilities" Employees: (whether or not vestedi) (within the meaning of Section 4001(a)(16) of ERISA) based on the actuarial assumptions used for funding purposes (1) except as set forth in Section 3.9(f)(i) of the most recent actuarial reportDisclosure Schedule, as of the date of this Agreement, there is not in existence, nor has there been within the twelve months prior to the date hereof, any pending or, to the Knowledge of Seller, threatened: (A) strike, slowdown, stoppage, picketing, interruption of work, lockout or any other dispute or controversy with or involving a labor organization or with respect to unionization or collective bargaining; (B) labor-related organizational effort, election activities, or request or demand for negotiations, recognition or representation; or (C) arbitration, claim of unfair labor practice, workers’ compensation claim, claim or investigation of wrongful discharge, claim or investigation of employment discrimination or retaliation, claim or investigation of sexual harassment, or other employment dispute of any nature, against any of the Transferred Companies that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; (ii) (A) as of the date hereof and for the three year period preceding such date, none of the Transferred Companies is, or within such period has been, a party to or bound by any collective bargaining agreement, other agreement or understanding or work rules or practice with any labor union or any other similar organization; and (2B) none of the Employees are subject to or covered by any such collective bargaining agreement, other agreement or understanding, work rules or practice, or arbitration award, or are represented by any labor organization; (iii) except as required by set forth in Section 3.9(f)(iii) of the Pension Benefit Guaranty Corp. ("PBGC") for the APA Benefit Plan's termination did not exceed Disclosure Schedule, as of the most recent actuarial valuation date hereof and for the then current fair market value three year period preceding such date, each of the assets of such plan Transferred Companies: (A) is and no amendments has been in compliance with all applicable U.S. federal, state and local Laws and foreign Laws which relate to employment, wages, hours, leaves, disability, immigration, secondment and plant closings and layoffs (including the Worker Adjustment and Retraining Notification Act and comparable state, local or other modifications Laws), except for such non-compliance as would not, individually or in the aggregate, reasonably be expected to such plan or its actuarial assumptions were adopted since the date of such plan's most recent actuarial report. have a Company Material Adverse Effect; and (gB) APA is not liable for and will not be liable for any liability arrears of any ERISA Affiliate (including predecessors) with regard to any "employee benefit plan" (within the meaning of Section 3(3) of ERISA). All premiums due to the PBGC by APA wages, other compensation or benefits, or any ERISA Affiliate have been paid on a timely basis. No "reportable event" within taxes or penalties for failure to comply with any of the meaning of Section 4043(b) of ERISA has occurred foregoing, except for such liability that would not, individually or is in the aggregate, reasonably be expected to occur and the consummation of the transaction contemplated by this Agreement will not result in have a reportable event.Company Material Adverse Effect; (hiv) With respect to each APA Benefit Plan which is an "employee benefit plan" within the meaning of Section 3(3) of ERISA or which is a "plan" within the meaning of Section 4975(e) of the Code, there has occurred no transaction which is prohibited by Section 406 of ERISA or which constitutes a "prohibited transaction" under Section 4975(c) of the Code and with respect to which a prohibited transaction exemption has not been granted and is not currently in effect and the consummation of the transaction contemplated by this Agreement will not constitute or directly or indirectly result in such a "prohibited transaction". (i) APA and its ERISA Affiliates have complied in all material respects with the provisions of Section 4980B of the Code with respect to each APA Benefit Plan which is a group health plan within the meaning of Section 5001(b)(1) of the Code. Neither APA nor any of its ERISA Affiliates maintains, contributes to, or is obligated under any plan, contract, policy or arrangement providing health or death benefits (whether or not insured) to current or former employees or other personnel beyond the termination of their employment or other services (other than pursuant to Section 4980B of the Code). Each APA Benefit Plan may be unilaterally terminated and/or amended by APA at any time. (j) Except except as set forth in SCHEDULE 3.21Section 3.9(f)(iv) of the Disclosure Schedule, as of the date hereof, there is not pending or, to the Knowledge of Seller, threatened any Action or other claim against any of the Transferred Companies for actual violation of any right or obligation under any of the Company Benefit Plans (except for routine claims for benefits in the Ordinary Course of Business and plan operation); and (v) except as set forth in Section 3.9(f)(v) of the Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not (either alone or in conjunction together with another any other event, such as a termination of employment or other services) entitle any employee Employee to severance, retention, change of control or other person to receive severance similar pay or other compensation which would not otherwise be payable absent the consummation of the transaction contemplated by this Agreement benefits under, or cause the acceleration of accelerate the time of payment or vesting or trigger any payment of funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any award or entitlement under other material obligation pursuant to, any APA Company Benefit Plan. (kg) Neither APA nor any ERISA Affiliate, or any officer or employee thereof, has made any promises or commitments, whether legally binding or not, to create any additional plan, agreement, or arrangement, or to modify or change any existing APA Benefit Plan. No event, condition, or circumstance exists that could result in an increase of the benefits provided under any APA Benefit Plan or the expense of maintaining any APA Benefit Plan from the level of benefits or expense incurred for a material increase the most recent fiscal year ended before the Merger. Neither APA nor any ERISA Affiliate has any unfunded liabilities pursuant to any APA Benefit Plan that is not intended to be qualified under Section 401(amore than fifteen percent (15%) of the Codeassets held in any “pooled separate account” or other similar collective investment account of the Transferred Companies within the meaning of ERISA or the regulations thereunder (each, a “Separate Account”) are Plan Assets. No more than two percent (2%) of the assets held in the “insurance company general account” of the Transferred Companies within the meaning of ERISA or the regulations thereunder (the “General Account”) are Plan Assets.

Employee Benefits; Employees. (aa. Set forth in Section 4.17(a) Schedule 3.21 contains of the Seller Disclosure Letter is a true and complete list of each employee benefit plan (including, without limitation, any "employee benefit plan" material Plan in effect as defined in Section 3(3) of the Employee Retirement Income Security Act date of 1974this Agreement and separately identifies each material Company Plan. b. With respect to each Company Plan, as amended ("ERISA")), Seller Parent has made available to Purchaser true and complete copies of each Company Plan and any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, restricted stock, savings, change in control, employment, consulting, collective bargaining, dependent care, employee assistance, fringe benefit, medical, dental, post-retirement welfare, retention, retirement, vacation, severance, disability, death benefit, hospitalization, insurance or other plan, agreement, arrangement or understanding (whether or not written or legally binding) (all of the foregoing being herein called the "APA BENEFIT PLANS"), established, sponsored, maintained or contributed to amendments thereto (or with a written summary of all material terms if the Company Plan has not been reduced to writing). With respect to which any obligation each Company Plan, Seller Parent has made available to contribute has been undertaken) within the last six years by APA or any entity that would be deemed a "single employer" with APA under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA (an "ERISA AFFILIATE"), APA has provided to SFC a Purchaser true and correct copy complete copies, to the extent applicable, of (i) each APA Benefit Plan (and any amendments thereto) and the most recent summary plan descriptions thereofwith respect to each Company Plan, (ii) each any related trust agreement and group annuity contractor other funding vehicle, if any, relating to such APA Benefit Plan (iii) the three most recent annual report for each APA Benefit Plan currently maintained or contributed to by APA (on IRS Form 5500), to the extent applicable and (iv) the most recent determination or opinion letter received from the IRS determination letter relating with respect to any APA Benefit each Company Plan intended to qualify under Section 401 of the Code. c. Each Plan intended to be qualified under Sections 401(a) and 501(a) of the Code, and (v) the three most recent actuarial valuation reports relating to any APA Benefit Plan subject to Title IV of ERISA. (b) Except as set forth in SCHEDULE 3.21, each of the APA Benefit Plans is maintained and administered in accordance with its terms and in compliance with applicable law, including, without limitation, the provisions of ERISA and the Code (including substantial compliance with the periodic reporting obligations under those statutes) and no such plan has or could be expected to have any accumulated funding deficiency (whether or not waived) within the meaning of Section 401(a) of the Code is covered by a determination or opinion letter from IRS upon which it can rely that it is so qualified 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. Except as would not be reasonably expected to have a Material Adverse Effect, each Foreign Plan that is intended to qualify for Tax-preferential treatment under applicable Law so qualifies and has received, where required, approval from the applicable Governmental Authority that it is so qualified and no event has occurred or circumstance exists that may give rise to disqualification or loss of Tax-preferential treatment. d. No Plan is a “multiemployer plan,” as such term is defined in Section 3(37) of ERISA, nor is any Plan subject to Section 302 or Title IV of ERISA or Section 412 of the Code and no excise or other taxes have been or could Code. Except as would not be reasonably expected to be incurred or are due with respect to any such plan because of any failure to comply with the minimum funding standards have a Material Adverse Effect, none of the Code Conveyed Subsidiaries (or ERISAany Subsidiary thereof) has any Liability (i) for any Tax imposed under Section 4980B of the Code, or (ii) for any Tax imposed under 4980H or 9815 of the Code. No security under Section 401(a)(29Conveyed Subsidiary or Asset Seller is or has at any time in the last six (6) years been connected with or an associate of (as those terms are used in the UK Pensions Act 2004) the employer in a UK defined benefit pension plan. None of Sellers, any of the Code Conveyed Subsidiaries (or any Subsidiary thereof), or any of their respective ERISA Affiliates has incurred any liability to or on account of, any Plan pursuant to Title IV of ERISA, during the six (6) years preceding the date of this Agreement, which has not been fully paid. e. To the Knowledge of Seller Parent, each Plan has been or could be expected to be required. With respect to the APA Benefit Plansmaintained, individually operated and administered in the aggregate, no event has occurred and, to APA's knowledge, there exists no condition or set of circumstances, material compliance in connection all respects with which it could be subject to any material liability. (c) In accordance with the governing documents its terms and applicable law, all contributions, insurance premiums, benefits and other payments Law. All contributions required to be made to any Company Plan by applicable Law and the terms of such Company Plan, and all premiums due or under each APA Benefit Plan payable with respect to all periods prior insurance policies funding any Company Plan, for any period through the date hereof, have been timely made or paid in full or, to the Effective Time extent not required to be made or paid on or before the date hereof, have been made fully reflected in the accounting records of the Conveyed Subsidiaries (or will be made prior any Subsidiary thereof) to the Effective Time or adequate reserves will be set aside therefore and such liabilities will be fully accrued on the Closing Balance Sheet. With respect to each APA Benefit Plan, (1) no application, proceeding or other matter is pending before the Internal Revenue Service, the Department of Labor or any other governmental agency; (2) no action, suit, proceeding or claim (other extent required. f. Other than routine claims for benefits) benefits submitted by participants or beneficiaries, no claim against, or proceeding involving, any Company Plan or any fiduciary thereof is pending or, to APA's knowledgethe Knowledge of Seller Parent, is threatened; and (3) to the knowledge of APA, no facts exist which could give rise reasonably be expected to an action, suit, proceeding or claim which, if asserted, could result in a any material liability for APA Liability, direct or the plan assetsindirect (by indemnification or otherwise) of any Conveyed Subsidiaries (or any Subsidiary thereof). (d) With respect to each funded APA Benefit Plan which is an employee pension plan within g. Neither the meaning execution of Section 3(2) of ERISA, (1) a favorable IRS determination letter is currently in effect and, since the date of the last determination letter, the APA Benefit Plan has not been amended or operated in a manner which would adversely affect its qualified status and no event has occurred which has caused or could cause the loss of such status; and (2) there has been no termination or partial termination within the meaning of Section 411(d)(3) of the Code. (e) None of APA, its ERISA Affiliates or any of their respective predecessors has ever contributed to, contributes to, has ever been required to contribute to, or otherwise participated in or participates in or in any way, directly or indirectly, has any liability with respect to any "multiemployer plan" (within the meaning of Sections (3)(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code) or any single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) which is subject to Sections 4063 and 4064 of ERISA. (f) With respect to each APA Benefit Plan which is or was covered by Title IV of ERISA, the present value of all "benefit liabilities" (whether or not vested) (within the meaning of Section 4001(a)(16) of ERISA) based on the actuarial assumptions used for funding purposes (1) as set forth in the most recent actuarial report; and (2) as required by the Pension Benefit Guaranty Corp. ("PBGC") for the APA Benefit Plan's termination did not exceed as of the most recent actuarial valuation date the then current fair market value of the assets of such plan and no amendments or other modifications to such plan or its actuarial assumptions were adopted since the date of such plan's most recent actuarial report. (g) APA is not liable for and will not be liable for any liability of any ERISA Affiliate (including predecessors) with regard to any "employee benefit plan" (within the meaning of Section 3(3) of ERISA). All premiums due to the PBGC by APA or any ERISA Affiliate have been paid on a timely basis. No "reportable event" within the meaning of Section 4043(b) of ERISA has occurred or is expected to occur and the consummation of the transaction contemplated by this Agreement will not result in a reportable event. (h) With respect to each APA Benefit Plan which is an "employee benefit plan" within the meaning of Section 3(3) of ERISA or which is a "plan" within the meaning of Section 4975(e) of the Code, there has occurred no transaction which is prohibited by Section 406 of ERISA or which constitutes a "prohibited transaction" under Section 4975(c) of the Code and with respect to which a prohibited transaction exemption has not been granted and is not currently in effect and the consummation of the transaction contemplated by this Agreement will not constitute or directly or indirectly result in such a "prohibited transaction". (i) APA and its ERISA Affiliates have complied in all material respects with the provisions of Section 4980B of the Code with respect to each APA Benefit Plan which is a group health plan within the meaning of Section 5001(b)(1) of the Code. Neither APA nor any of its ERISA Affiliates maintains, contributes to, or is obligated under any plan, contract, policy or arrangement providing health or death benefits (whether or not insured) to current or former employees or other personnel beyond the termination of their employment or other services (other than pursuant to Section 4980B of the Code). Each APA Benefit Plan may be unilaterally terminated and/or amended by APA at any time. (j) Except as set forth in SCHEDULE 3.21, the consummation of the transactions contemplated by this Agreement will not (either alone or in conjunction with another any other event) will (i) cause accelerated vesting, such payment or delivery of, or increase the amount or value of, any payment or benefit to any Business Employee, (ii) constitute a “deemed severance” or “deemed termination” under any Company Plan or (iii) result in any “parachute payment” under Section 280G of the Code (or any corresponding provision of state, local, or foreign Tax Law). No Conveyed Subsidiary (or any Subsidiary thereof) will be required to “gross up” or otherwise compensate any individual because of the imposition of any Tax on any payment to the individual. h. Seller Parent shall have provided to Purchaser a true and complete list of the Business Employees (non-U.S.) and Business Employees (U.S.) as provided by Section 1.1(B) and Section 1.1(C), respectively, including the following information: whether each Business Employee is on leave of absence, and the employing entity, work location, position, date of hire, base salary, and bonus opportunity in the current fiscal year. Seller Parent has made available to Purchaser true and complete copies of each standard form employment contract applicable to Business Employees (non-U.S.) employed by Asset Sellers in a termination jurisdiction where the ARD applies and details of employment any material deviations from these standard forms. There is no person engaged to provide personal services to the Business who is not a Business Employee. (i) No Conveyed Subsidiary (or any Subsidiary thereof), nor any Seller in connection with the Business is party to any Collective Bargaining Agreement; (ii) no labor union, labor organization, or works council has made a demand for recognition or certification, and there are no representation or certification proceedings or union elections presently pending or threatened in writing against any Conveyed Subsidiary (or any Subsidiary thereof) or involving any of the employees of the Business; (iii) during the three (3) years prior to the date hereof, there have been no, and there are no pending strikes, picketing, lockouts, work stoppages or slowdowns against any Conveyed Subsidiary (or any Subsidiary thereof) or involving any of the employees of the Business; (iv) there is no material unfair labor practice charge, labor arbitration or labor grievance proceeding threatened in writing against any Conveyed Subsidiary (or any Subsidiary thereof) or the Business; and (v) there is no union, works council or other services) entitle any employee representative group, which must be notified, consulted or other person with which negotiations need to receive severance or other compensation which would not otherwise be payable absent conducted in connection with the consummation of the transaction transactions contemplated by this Agreement Agreement. j. Except as would not be reasonably expected to have a Material Adverse Effect, Seller Parent and its Affiliates in connection with the Business and the Conveyed Subsidiaries have complied with all applicable Laws relating to labor and employment matters, including fair employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, consultation, immigration, labor relations, wages, hours benefits, workers’ compensation, payment of social security and similar Taxes, occupational health and safety, employee termination, and plant closing. k. Except as would not be reasonably expected to have a Material Adverse Effect, there is no suit, action or cause proceeding pending or, to the acceleration Knowledge of Seller Parent, threatened against Seller with respect to the time of payment or vesting Business relating to the alleged violation of any award Law pertaining to labor relations or entitlement under employment matters. Except as would not be reasonably expected to have a Material Adverse Effect, none of Seller Parent, an Asset Seller or a Conveyed Subsidiary (or any APA Benefit Planof its Subsidiaries) has in connection with the Business implemented any plant closing or layoff of employees that could implicate WARN or any similar Law. (k) Neither APA nor any ERISA Affiliate, or any officer or employee thereof, has made any promises or commitments, whether legally binding or not, to create any additional plan, agreement, or arrangement, or to modify or change any existing APA Benefit Plan. No event, condition, or circumstance exists that could result in an increase of the benefits provided under any APA Benefit Plan or the expense of maintaining any APA Benefit Plan from the level of benefits or expense incurred for a material increase the most recent fiscal year ended before the Merger. Neither APA nor any ERISA Affiliate has any unfunded liabilities pursuant to any APA Benefit Plan that is not intended to be qualified under l. Except as set forth on Section 401(a4.17(l) of the CodeSeller Disclosure Letter, no Conveyed Subsidiary (or any of its Subsidiaries) or Asset Seller has, in the six (6) years prior to the date hereof, been a party to a transaction whereby employee Liabilities in relation to early retirement benefits, including those due to or in relation to redundancy, in each case arising under or in connection with a UK defined benefit pension plan transferred to it pursuant to the ARD. m. The representations and warranties set forth in this Section 4.17 are the sole and exclusive representations and warranties of Seller Parent with respect to Plans, Foreign Plans, Collective Bargaining Agreements and other employee matters.

Employee Benefits; Employees. (a) Schedule 3.21 contains Set forth in Section 4.17(a) of the Seller Disclosure Letter is a true and complete list of each employee benefit plan (including, without limitation, any "employee benefit plan" material Plan in effect as defined in Section 3(3) of the Employee Retirement Income Security Act date of 1974this Agreement and separately identifies each material Company Plan. (b) With respect to each Company Plan, as amended ("ERISA")), Seller Parent has made available to Purchaser true and complete copies of each Company Plan and any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, restricted stock, savings, change in control, employment, consulting, collective bargaining, dependent care, employee assistance, fringe benefit, medical, dental, post-retirement welfare, retention, retirement, vacation, severance, disability, death benefit, hospitalization, insurance or other plan, agreement, arrangement or understanding (whether or not written or legally binding) (all of the foregoing being herein called the "APA BENEFIT PLANS"), established, sponsored, maintained or contributed to amendments thereto (or with a written summary of all material terms if the Company Plan has not been reduced to writing). With respect to which any obligation each Company Plan, Seller Parent has made available to contribute has been undertaken) within the last six years by APA or any entity that would be deemed a "single employer" with APA under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA (an "ERISA AFFILIATE"), APA has provided to SFC a Purchaser true and correct copy complete copies, to the extent applicable, of (i) each APA Benefit Plan (and any amendments thereto) and the most recent summary plan descriptions thereofwith respect to each Company Plan, (ii) each any related trust agreement and group annuity contractor other funding vehicle, if any, relating to such APA Benefit Plan (iii) the three most recent annual report for each APA Benefit Plan currently maintained or contributed to by APA (on IRS Form 5500), to the extent applicable and (iv) the most recent determination or opinion letter received from the IRS determination letter relating with respect to any APA Benefit each Company Plan intended to qualify under Section 401 of the Code. (c) Each Plan intended to be qualified under Sections 401(a) and 501(a) of the Code, and (v) the three most recent actuarial valuation reports relating to any APA Benefit Plan subject to Title IV of ERISA. (b) Except as set forth in SCHEDULE 3.21, each of the APA Benefit Plans is maintained and administered in accordance with its terms and in compliance with applicable law, including, without limitation, the provisions of ERISA and the Code (including substantial compliance with the periodic reporting obligations under those statutes) and no such plan has or could be expected to have any accumulated funding deficiency (whether or not waived) within the meaning of Section 401(a) of the Code is covered by a determination or opinion letter from IRS upon which it can rely that it is so qualified 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. Except as would not be reasonably expected to have a Material Adverse Effect, each Foreign Plan that is intended to qualify for Tax-preferential treatment under applicable Law so qualifies and has received, where required, approval from the applicable Governmental Authority that it is so qualified and no event has occurred or circumstance exists that may give rise to disqualification or loss of Tax-preferential treatment. (d) No Plan is a “multiemployer plan,” as such term is defined in Section 3(37) of ERISA, nor is any Plan subject to Section 302 or Title IV of ERISA or Section 412 of the Code and no excise or other taxes have been or could Code. Except as would not be reasonably expected to be incurred or are due with respect to any such plan because of any failure to comply with the minimum funding standards have a Material Adverse Effect, none of the Code Conveyed Subsidiaries (or ERISAany Subsidiary thereof) has any Liability (i) for any Tax imposed under Section 4980B of the Code, or (ii) for any Tax imposed under 4980H or 9815 of the Code. No security under Section 401(a)(29Conveyed Subsidiary or Asset Seller is or has at any time in the last six (6) years been connected with or an associate of (as those terms are used in the UK Pensions Act 2004) the employer in a UK defined benefit pension plan. None of Sellers, any of the Code Conveyed Subsidiaries (or any Subsidiary thereof), or any of their respective ERISA Affiliates has incurred any liability to or on account of, any Plan pursuant to Title IV of ERISA, during the six (6) years preceding the date of this Agreement, which has not been or could be expected to be required. With respect to the APA Benefit Plans, individually and in the aggregate, no event has occurred and, to APA's knowledge, there exists no condition or set of circumstances, in connection with which it could be subject to any material liabilityfully paid. (ce) In accordance To the Knowledge of Seller Parent, each Plan has been maintained, operated and administered in material compliance in all respects with the governing documents its terms and applicable law, all contributions, insurance premiums, benefits and other payments Law. All contributions required to be made to any Company Plan by applicable Law and the terms of such Company Plan, and all premiums due or under each APA Benefit Plan payable with respect to all periods prior insurance policies funding any Company Plan, for any period through the date hereof, have been timely made or paid in full or, to the Effective Time extent not required to be made or paid on or before the date hereof, have been made fully reflected in the accounting records of the Conveyed Subsidiaries (or will be made prior any Subsidiary thereof) to the Effective Time or adequate reserves will be set aside therefore and such liabilities will be fully accrued on the Closing Balance Sheet. With respect to each APA Benefit Plan, extent required. (1f) no application, proceeding or other matter is pending before the Internal Revenue Service, the Department of Labor or any other governmental agency; (2) no action, suit, proceeding or claim (other Other than routine claims for benefits) benefits submitted by participants or beneficiaries, no claim against, or proceeding involving, any Company Plan or any fiduciary thereof is pending or, to APA's knowledgethe Knowledge of Seller Parent, is threatened; and (3) to the knowledge of APA, no facts exist which could give rise reasonably be expected to an action, suit, proceeding or claim which, if asserted, could result in a any material liability for APA Liability, direct or the plan assets. indirect (d) With respect to each funded APA Benefit Plan which is an employee pension plan within the meaning of Section 3(2by indemnification or otherwise) of ERISA, any Conveyed Subsidiaries (1) a favorable IRS determination letter is currently in effect and, since the date of the last determination letter, the APA Benefit Plan has not been amended or operated in a manner which would adversely affect its qualified status and no event has occurred which has caused or could cause the loss of such status; and (2) there has been no termination or partial termination within the meaning of Section 411(d)(3) of the Code. (e) None of APA, its ERISA Affiliates or any of their respective predecessors has ever contributed to, contributes to, has ever been required to contribute to, or otherwise participated in or participates in or in any way, directly or indirectly, has any liability with respect to any "multiemployer plan" (within the meaning of Sections (3)(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code) or any single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) which is subject to Sections 4063 and 4064 of ERISA. (f) With respect to each APA Benefit Plan which is or was covered by Title IV of ERISA, the present value of all "benefit liabilities" (whether or not vested) (within the meaning of Section 4001(a)(16) of ERISA) based on the actuarial assumptions used for funding purposes (1) as set forth in the most recent actuarial report; and (2) as required by the Pension Benefit Guaranty Corp. ("PBGC") for the APA Benefit Plan's termination did not exceed as of the most recent actuarial valuation date the then current fair market value of the assets of such plan and no amendments or other modifications to such plan or its actuarial assumptions were adopted since the date of such plan's most recent actuarial reportSubsidiary thereof). (g) APA is not liable for and will not be liable for any liability Neither the execution of any ERISA Affiliate (including predecessors) with regard to any "employee benefit plan" (within the meaning of Section 3(3) of ERISA). All premiums due to the PBGC by APA or any ERISA Affiliate have been paid on a timely basis. No "reportable event" within the meaning of Section 4043(b) of ERISA has occurred or is expected to occur and the consummation of the transaction contemplated by this Agreement will not result in a reportable event. (h) With respect to each APA Benefit Plan which is an "employee benefit plan" within the meaning of Section 3(3) of ERISA or which is a "plan" within the meaning of Section 4975(e) of the Code, there has occurred no transaction which is prohibited by Section 406 of ERISA or which constitutes a "prohibited transaction" under Section 4975(c) of the Code and with respect to which a prohibited transaction exemption has not been granted and is not currently in effect and the consummation of the transaction contemplated by this Agreement will not constitute or directly or indirectly result in such a "prohibited transaction". (i) APA and its ERISA Affiliates have complied in all material respects with the provisions of Section 4980B of the Code with respect to each APA Benefit Plan which is a group health plan within the meaning of Section 5001(b)(1) of the Code. Neither APA nor any of its ERISA Affiliates maintains, contributes to, or is obligated under any plan, contract, policy or arrangement providing health or death benefits (whether or not insured) to current or former employees or other personnel beyond the termination of their employment or other services (other than pursuant to Section 4980B of the Code). Each APA Benefit Plan may be unilaterally terminated and/or amended by APA at any time. (j) Except as set forth in SCHEDULE 3.21, the consummation of the transactions contemplated by this Agreement will not (either alone or in conjunction with another any other event) will (i) cause accelerated vesting, such payment or delivery of, or increase the amount or value of, any payment or benefit to any Business Employee, (ii) constitute a “deemed severance” or “deemed termination” under any Company Plan or (iii) result in any “parachute payment” under Section 280G of the Code (or any corresponding provision of state, local, or foreign Tax Law). No Conveyed Subsidiary (or any Subsidiary thereof) will be required to “gross up” or otherwise compensate any individual because of the imposition of any Tax on any payment to the individual. (h) Seller Parent shall have provided to Purchaser a true and complete list of the Business Employees (non-U.S.) and Business Employees (U.S.) as provided by Section 1.1(B) and Section 1.1(C), respectively, including the following information: whether each Business Employee is on leave of absence, and the employing entity, work location, position, date of hire, base salary, and bonus opportunity in the current fiscal year. Seller Parent has made available to Purchaser true and complete copies of each standard form employment contract applicable to Business Employees (non-U.S.) employed by Asset Sellers in a termination jurisdiction where the ARD applies and details of employment any material deviations from these standard forms. There is no person engaged to provide personal services to the Business who is not a Business Employee. (i) (i) No Conveyed Subsidiary (or any Subsidiary thereof), nor any Seller in connection with the Business is party to any Collective Bargaining Agreement; (ii) no labor union, labor organization, or works council has made a demand for recognition or certification, and there are no representation or certification proceedings or union elections presently pending or threatened in writing against any Conveyed Subsidiary (or any Subsidiary thereof) or involving any of the employees of the Business; (iii) during the three (3) years prior to the date hereof, there have been no, and there are no pending strikes, picketing, lockouts, work stoppages or slowdowns against any Conveyed Subsidiary (or any Subsidiary thereof) or involving any of the employees of the Business; (iv) there is no material unfair labor practice charge, labor arbitration or labor grievance proceeding threatened in writing against any Conveyed Subsidiary (or any Subsidiary thereof) or the Business; and (v) there is no union, works council or other services) entitle any employee representative group, which must be notified, consulted or other person with which negotiations need to receive severance or other compensation which would not otherwise be payable absent conducted in connection with the consummation of the transaction transactions contemplated by this Agreement or cause Agreement. (j) Except as would not be reasonably expected to have a Material Adverse Effect, Seller Parent and its Affiliates in connection with the acceleration Business and the Conveyed Subsidiaries have complied with all applicable Laws relating to labor and employment matters, including fair employment practices, terms and conditions of the time employment, equal employment opportunity, nondiscrimination, consultation, immigration, labor relations, wages, hours benefits, workers’ compensation, payment of payment or vesting of any award or entitlement under any APA Benefit Plansocial security and similar Taxes, occupational health and safety, employee termination, and plant closing. (k) Neither APA nor Except as would not be reasonably expected to have a Material Adverse Effect, there is no suit, action or proceeding pending or, to the Knowledge of Seller Parent, threatened against Seller with respect to the Business relating to the alleged violation of any ERISA AffiliateLaw pertaining to labor relations or employment matters. Except as would not be reasonably expected to have a Material Adverse Effect, none of Seller Parent, an Asset Seller or a Conveyed Subsidiary (or any officer of its Subsidiaries) has in connection with the Business implemented any plant closing or employee thereof, has made any promises or commitments, whether legally binding or not, to create any additional plan, agreement, or arrangement, or to modify or change any existing APA Benefit Plan. No event, condition, or circumstance exists layoff of employees that could result in an increase of the benefits provided under implicate WARN or any APA Benefit Plan or the expense of maintaining any APA Benefit Plan from the level of benefits or expense incurred for a material increase the most recent fiscal year ended before the Merger. Neither APA nor any ERISA Affiliate has any unfunded liabilities pursuant to any APA Benefit Plan that is not intended to be qualified under similar Law. (l) Except as set forth on Section 401(a4.17(l) of the CodeSeller Disclosure Letter, no Conveyed Subsidiary (or any of its Subsidiaries) or Asset Seller has, in the six (6) years prior to the date hereof, been a party to a transaction whereby employee Liabilities in relation to early retirement benefits, including those due to or in relation to redundancy, in each case arising under or in connection with a UK defined benefit pension plan transferred to it pursuant to the ARD. (m) The representations and warranties set forth in this Section 4.17 are the sole and exclusive representations and warranties of Seller Parent with respect to Plans, Foreign Plans, Collective Bargaining Agreements and other employee matters.