Common use of Employee Benefits; Employment and Labor Matters Clause in Contracts

Employee Benefits; Employment and Labor Matters. (a) Except as set forth on Schedule 3.17(a) of the Contributor Disclosure Schedule, no Acquired Company, nor any ERISA Affiliate of any Acquired Company, sponsors, maintains or contributes to, or has sponsored, maintained or contributed to within six years prior to the Closing Date any of the following: (i) any “employee benefit plan,” as such term is defined in Section 3(3) of ERISA (including, but not limited to, employee benefit plans, such as foreign plans, which are not subject to the provisions of ERISA, but excluding any multiemployer plan within the meaning of Section 3(37) of ERISA or multiple employer plan with the meaning of Section 4063(a) of ERISA); or (ii) any material personnel policy, equity-based plan (including, but not limited to, stock option plans, stock purchase plans, stock appreciation rights and phantom stock plans), collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan or arrangements, change in control policies or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement and each other employee benefit plan, agreement, arrangement, program, practice or understanding which is not described in Section 3.17(a)(i) (collectively, along with the plans described in Section 3.17(a)(i) above, the “Company Benefit Plans”). (b) True, correct and complete copies of each of the written Company Benefit Plans sponsored, maintained or contributed to by the Acquired Companies within six years prior to the Closing Date, related trusts, insurance or group annuity Contracts and each other funding or financing arrangement relating to any such Company Benefit Plan, including all amendments thereto, have been made available to the Regency Parties and there has been made available to the Regency Parties, with respect to each such Company Benefit Plan required to file such report and description, the most recent report on Form 5500 and the summary plan description. Additionally, the most recent determination letter or opinion letter from the Internal Revenue Service for each of such Company Benefit Plans intended to be qualified under Section 401 of the Code, and any outstanding determination letter application for such plans has been made available to the Regency Parties. (c) Except as disclosed on Schedule 3.17(c) of the Contributor Disclosure Schedule and except as to matters that would not reasonably be expected to have a Company Material Adverse Effect: (i) each Company Benefit Plan has been administered in compliance with its terms, the applicable provisions of ERISA, the Code and all other applicable Laws and the terms of all applicable collective bargaining agreements; (ii) there are no actions, suits or claims pending (other than routine claims for benefits) or, to the Knowledge of the Contributor, threatened, with respect to any Company Benefit Plan and no Company Benefit Plan is under audit or is subject to an investigation by the Internal Revenue Service, the Department of Labor or any other federal or state governmental agency nor, to the Knowledge of the Contributor, is any such audit or investigation pending; (iii) no Company Benefit Plan is subject to Title IV of ERISA; (iv) all contributions and payments required to be made by any Acquired Company or an ERISA Affiliate of any Acquired Company to or under each Company Benefit Plan have been timely made; (v) as to any Company Benefit Plan intended to be qualified under Section 401(a) of the Code, there has been no termination or partial termination of such plan within the meaning of Section 411(d)(3) of the Code; and (vi) none of the Acquired Companies or any of their ERISA Affiliates have any liability with respect to any multiemployer plan within the meaning of Section 3(37) of ERISA or multiple employer plan within the meaning of Section 4063(a) of ERISA. (d) Except as disclosed on Schedule 3.17(d) of the Contributor Disclosure Schedule, in connection with the consummation of the transactions contemplated by this Agreement, no payments have or will be made under the Company Benefit Plans which, in the aggregate, would result in the loss of deduction or the imposition of any excise tax under Sections 280G and 4999 of the Code. (e) Except as disclosed on Schedule 3.17(e) of the Contributor Disclosure Schedule, no Company Benefit Plan provides retiree medical or retiree life insurance benefits to any Person and none of the Acquired Companies is contractually or otherwise obligated (whether or not in writing) to provide any Person with life insurance or medical benefits upon retirement or termination of employment, in any case other than as required by the provisions of Section 601 through 608 of ERISA and Section 4980B of the Code or otherwise as required by applicable Law. Additionally, each Company Benefit Plan which is an “employee welfare benefit plan,” as such term is defined in Section 3(1) of ERISA, may be unilaterally amended or terminated in its entirety without liability except as to benefits accrued thereunder prior to such amendment or termination. (f) Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) each of the Acquired Companies is in compliance with all applicable labor and employment Laws including, without limitation, all Laws, rules, regulations, orders, rulings, decrees, judgments and awards relating to employment discrimination, payment of wages, overtime compensation, immigration, occupational health and safety, and wrongful discharge; (ii) no action, suit, complaint, charge, arbitration, inquiry, Proceeding by or before any Governmental Authority, brought by or on behalf of any employee, prospective or former employee or labor organization or other representative of the employees or of any prospective or former employees of any of the Acquired Companies is pending or, to the Knowledge of the Contributor, threatened against any of the Acquired Companies, any present or former director or employee (including with respect to alleged sexual harassment, unfair labor practices or discrimination); and (iii) none of the Acquired Companies are subject to or otherwise bound by, any material consent decree, order, or agreement with, any Governmental Authority relating to employees or former employees of any of the Acquired Companies. None of the Acquired Companies are a signatory party to or otherwise subject to any collective bargaining agreements, and none of the employees of the Acquired Companies are represented by a labor union; and there is no labor dispute, strike, work stoppage or other labor trouble (including any organizational drive) against any of the Acquired Companies pending or, to the Knowledge of the Contributor, threatened.

Employee Benefits; Employment and Labor Matters. (a) Except as set forth on Schedule 3.17(a6.18(a) of the Contributor Xxxxxx Disclosure ScheduleSchedules, no Acquired CompanyXxxxxx Entity, nor any ERISA Affiliate of any Acquired CompanyXxxxxx Entity, sponsors, maintains maintains, contributes to or contributes is required to contribute to, or has sponsored, maintained or maintained, contributed to or been required to contribute to within the past six years prior to the Closing Date any of the following: (i) any “employee benefit plan,” as such term is defined in Section 3(3) of ERISA (including, but not limited to, employee benefit plans, such as foreign plans, which are not subject to the provisions of ERISA, but excluding any multiemployer plan within the meaning of Section 3(37) of ERISA or multiple employer plan with the meaning of Section 4063(a) of ERISA); or (ii) any material personnel policy, equity-based plan (including, but not limited to, stock unit option plans, stock unit purchase plans, stock unit appreciation rights and phantom stock unit plans), collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay or retention plan or arrangementsarrangement, change in control policies policy or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement and each or any other employee benefit plan, agreement, arrangement, program, practice or understanding which is not described in Section 3.17(a)(i6.18(a)(i) (collectively, along with the plans described in Section 3.17(a)(i6.18(a)(i) above, the “Company Xxxxxx Benefit Plans”). (b) . True, correct and complete copies of each of the written Company Xxxxxx Benefit Plans sponsored, maintained or contributed to by the Acquired Companies within six years prior to the Closing Date, related trusts, insurance or group annuity Contracts and each other funding or financing arrangement relating to any such Company Benefit PlanPlans, including all amendments thereto, have been made available to Azure. Except as identified on Schedule 6.18(a) of the Regency Parties and there has been made available to Xxxxxx Disclosure Schedules, none of the Regency Parties, with respect to each such Company Benefit Plan required to file such report and description, the most recent report on Form 5500 and the summary plan description. Additionally, the most recent determination letter or opinion letter from the Internal Revenue Service for each of such Company Xxxxxx Benefit Plans intended to be qualified under Section 401 are sponsored, maintained or contributed to, or have been sponsored, maintained or contributed to, by any of the Code, and any outstanding determination letter application for such plans has been made available to the Regency PartiesXxxxxx Entities. (cb) Except as disclosed on Schedule 3.17(c6.18(b) of the Contributor Xxxxxx Disclosure Schedule Schedules and except as to matters that would not reasonably be expected to have a Company Xxxxxx Material Adverse Effect: (i) each Company Benefit Plan has been administered in compliance with its terms, the applicable provisions of ERISA, the Code and all other applicable Laws and the terms of all applicable collective bargaining agreements; (ii) there are no actions, suits or claims pending (other than routine claims for benefits) or, to the Knowledge of the Contributor, threatened, with respect to any Company Benefit Plan and no Company Benefit Plan is under audit or is subject to an investigation by the Internal Revenue Service, the Department of Labor or any other federal or state governmental agency nor, to the Knowledge of the Contributor, is any such audit or investigation pending; (iii) no Company Benefit Plan is subject to Title IV of ERISA; (iv) all contributions and payments required to be made by any Acquired Company or an ERISA Affiliate of any Acquired Company to or under each Company Benefit Plan have been timely made; (v) as to any Company Benefit Plan intended to be qualified under Section 401(a) of the Code, there has been no termination or partial termination of such plan within the meaning of Section 411(d)(3) of the Code; and (vi) none of the Acquired Companies or any of their ERISA Affiliates have any liability with respect to any multiemployer plan within the meaning of Section 3(37) of ERISA or multiple employer plan within the meaning of Section 4063(a) of ERISA. (d) Except as disclosed on Schedule 3.17(d) of the Contributor Disclosure Schedule, in connection with the consummation of the transactions contemplated by this Agreement, no payments have or will be made under the Company Benefit Plans which, in the aggregate, would result in the loss of deduction or the imposition of any excise tax under Sections 280G and 4999 of the Code. (e) Except as disclosed on Schedule 3.17(e) of the Contributor Disclosure Schedule, no Company Benefit Plan provides retiree medical or retiree life insurance benefits to any Person and none of the Acquired Companies is contractually or otherwise obligated (whether or not in writing) to provide any Person with life insurance or medical benefits upon retirement or termination of employment, in any case other than as required by the provisions of Section 601 through 608 of ERISA and Section 4980B of the Code or otherwise as required by applicable Law. Additionally, each Company Benefit Plan which is an “employee welfare benefit plan,” as such term is defined in Section 3(1) of ERISA, may be unilaterally amended or terminated in its entirety without liability except as to benefits accrued thereunder prior to such amendment or termination. (f) Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) each of the Acquired Companies is in compliance with all applicable labor and employment Laws including, without limitation, all Laws, rules, regulations, orders, rulings, decrees, judgments and awards relating to employment discrimination, payment of wages, overtime compensation, immigration, occupational health and safety, and wrongful discharge; (ii) no action, suit, complaint, charge, arbitration, inquiry, Proceeding by or before any Governmental Authority, brought by or on behalf of any employee, prospective or former employee or labor organization or other representative of the employees or of any prospective or former employees of any of the Acquired Companies is pending or, to the Knowledge of the Contributor, threatened against any of the Acquired Companies, any present or former director or employee (including with respect to alleged sexual harassment, unfair labor practices or discrimination); and (iii) none of the Acquired Companies are subject to or otherwise bound by, any material consent decree, order, or agreement with, any Governmental Authority relating to employees or former employees of any of the Acquired Companies. None of the Acquired Companies are a signatory party to or otherwise subject to any collective bargaining agreements, and none of the employees of the Acquired Companies are represented by a labor union; and there is no labor dispute, strike, work stoppage or other labor trouble (including any organizational drive) against any of the Acquired Companies pending or, to the Knowledge of the Contributor, threatened.

Employee Benefits; Employment and Labor Matters. (a) Except as set forth on Schedule 3.17(a4.18(a) of the Contributor Seller Disclosure ScheduleSchedules, no Acquired Company, nor any ERISA Affiliate of any Acquired Company, sponsors, maintains or contributes to, or has sponsored, maintained or contributed to within six years prior to the Closing Date any of the followingthere is no: (i) any “employee benefit plan,” as such term is defined in Section 3(3) of ERISA, that is subject to ERISA (includingand that is or within the past six years has been, but not limited sponsored, maintained, contributed to, employee benefit plansor required to be contributed to, such as foreign plans, which are not subject to by any AMID Entity or by any ERISA Affiliate of any AMID Entity (the provisions of ERISA, but excluding any multiemployer plan within the meaning of Section 3(37) of “AMID ERISA or multiple employer plan with the meaning of Section 4063(a) of ERISAPlans”); or (ii) any material personnel policy, equity-based plan (including, but not limited to, stock unit option plans, stock unit purchase plans, stock unit appreciation rights and phantom stock unit plans), collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay or retention plan or arrangementsarrangement, change in control policies policy or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment or consulting agreement and each or any other employee benefit plan, agreement, arrangement, program, practice or understanding which is not described in Section 3.17(a)(i4.18(a)(i) that is sponsored, maintained, contributed to, or required to be contributed to, by any AMID Entity or any Affiliate of any AMID Entity (collectively, along together with the plans described in Section 3.17(a)(i) aboveAMID ERISA Plans, the “Company AMID Benefit Plans”). provided, however, that Schedule 4.18(a) of the Seller Disclosure Schedules does not list any AMID Benefit Plan that is not maintained, sponsored, contributed to or required to be contributed to by any of the AMID Entities and for which such entities could not reasonably be expected to have any material liability. (b) True, correct and complete copies of each written (and summaries of each unwritten) AMID Benefit Plan required to be listed on Schedule 4.18(a) of the written Company Seller Disclosure Schedules (the “Listed AMID Benefit Plans sponsored, maintained or contributed to by the Acquired Companies within six years prior to the Closing DatePlans”), related trusts, insurance or group annuity Contracts contracts and each other funding or financing arrangement arrangement, as applicable, relating to any such Company all Listed AMID Benefit PlanPlans, including all amendments theretoto all of the foregoing, have been made available to the Regency Parties and HPIP. In addition, there has been made available to the Regency PartiesHPIP, with respect to each such Company Listed AMID Benefit Plan required to file such report and descriptionPlan, as applicable, (i) the most recent report on Form 5500 and 5500, (ii) the most recent summary plan description. Additionallydescriptions and all associated summaries of material modifications, (iii) the most recent determination letter, advisory letter or opinion letter from the Internal Revenue Service for each of such Company Benefit Plans intended to be qualified under Section 401 of the Code, and any outstanding determination letter application for such plans has been application, (iv) the most recent nondiscrimination tests performed under the Code, and (v) all non-routine filings or correspondence made available to the Regency Partieswith any Governmental Authority. (c) Except as disclosed on Schedule 3.17(c4.18(c) of the Contributor Seller Disclosure Schedule Schedules and except as to excluding matters that would not reasonably be expected to have a Company Material Adverse Effectresult in material liability to the AMID Entities: (i) each Company Each AMID Benefit Plan has been administered in compliance with its terms, the applicable provisions of ERISA, the Code and all other applicable Laws laws and the terms of all applicable collective bargaining agreements; (ii) there There are no actions, suits or claims pending (other than routine claims for benefits) or, to the Knowledge of the ContributorSeller, threatened, with respect to any Company AMID Benefit Plan and no Company AMID Benefit Plan is under audit or is subject to an investigation by the Internal Revenue Service, the U.S. Department of Labor or any other federal or state governmental agency nor, to the Knowledge of the ContributorSeller, is any such audit or investigation pending; (iii) no Company Benefit Plan is subject to Title IV of ERISA; (iv) all All contributions and payments required to be made by any Acquired Company or an ERISA Affiliate of any Acquired Company to or under each Company AMID Benefit Plan have been timely mademade or, if not yet due, have been properly reflected in the AMID Financial Statements prior to the date of this Agreement; (viv) as to any Company Each AMID Benefit Plan intended to be qualified under Section 401(a) 401 of the CodeCode is so qualified and has received a favorable determination letter, there advisory letter or opinion letter from the Internal Revenue Service or has been no termination pending or partial termination of such plan within the meaning of Section 411(d)(3) of the Codehas time remaining in which to file an application for a determination letter to that effect; and (viv) none of the Acquired Companies or any of their ERISA Affiliates have any liability No event has occurred and no condition exists with respect to any multiemployer plan within AMID Benefit Plan that would subject the meaning of AMID Entities to any tax, fine, lien, penalty or other liability imposed by ERISA or the Code and no nonexempt “prohibited transaction” (as such term is defined in Section 3(37) 406 of ERISA and Section 4975 of the Code or multiple employer plan within the meaning of Section 4063(a) 502 of ERISA) has occurred with respect to any AMID Benefit Plan. (d) Except as disclosed on Schedule 3.17(d) of the Contributor Disclosure Schedule, in In connection with the consummation of the transactions contemplated by this Agreement and the Contribution Agreement, no payments have or will be made under the Company AMID Benefit Plans or otherwise which, in the aggregate, would could result in the loss of deduction or the imposition of any excise tax under Sections 280G and 4999 of the Code. (e) Except as disclosed on Schedule 3.17(e4.18(e) of the Contributor Seller Disclosure ScheduleSchedules, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement or the Contribution Agreement (whether alone or in conjunction with a subsequent event) will result in the acceleration or creation of any rights of any person to payments or benefits or increases in or funding of any payments or benefits or any loan forgiveness. (f) Except as disclosed on Schedule 4.18(f) of the Seller Disclosure Schedules: (i) no Company AMID Benefit Plan is a multiemployer pension plan (as defined in Section 3(37) of ERISA) (“Multiemployer Plan”), multiple employer plan (as defined in Section 4063(a) of ERISA) (“Multiple Employer Plan”) or other pension plan subject to Title IV of ERISA and neither AMID nor any ERISA Affiliate of AMID has sponsored or contributed to or been required to contribute to a Multiemployer Plan, Multiple Employer Plan or other pension plan subject to Title IV of ERISA at any time within the previous six (6) years, and (ii) no AMID Benefit Plan provides compensation or benefits to any employee or service provider who resides or performs services primarily outside of the United States. (g) Except as disclosed on Schedule 4.18(g) of the Seller Disclosure Schedules: (i) no AMID Benefit Plan provides retiree medical or retiree life insurance benefits to any Person person and none of the Acquired Companies AMID Entities is contractually or otherwise obligated (whether or not in writing) to provide any Person person with life insurance or medical benefits upon retirement or termination of employment, in any case other than as required by the provisions of Section 601 through 608 of ERISA and Section 4980B of the Code or otherwise as required by applicable Law. Additionallylaw, and (ii) each Company AMID Benefit Plan which is an “employee welfare benefit plan,” as such term is defined in Section 3(1) of ERISA, may be unilaterally amended or terminated in its entirety without liability except as to benefits accrued thereunder prior to such amendment or termination. (fh) Except as disclosed on Schedule 4.18(h) of the Seller Disclosure Schedules and excluding matters that would not reasonably be expected to result in material liability to any AMID Entity, each AMID Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code and any award thereunder, in each case that is nonqualified deferred compensation subject to Section 409A of the Code, (i) has been operated in all material respects in good faith compliance with Section 409A of the Code since January 1, 2005, and all applicable regulations and notices issued thereunder, and (ii) since January 1, 2009, has been in documentary compliance with Section 409A of the Code. (i) Except as would not reasonably be expected to have a Company Material Adverse Effectresult in material liability to any AMID Entity, (i) each of the Acquired Companies AMID Entities is in compliance with all applicable labor and employment Laws including, without limitation, all Laws, rules, regulations, orders, rulings, decrees, judgments and awards relating to employment discrimination, payment of wages, overtime compensation, immigration, occupational health and safety, and wrongful discharge; (ii) no action, suit, complaint, charge, arbitration, inquiry, Proceeding proceeding or investigation by or before any Governmental Authority, brought by or on behalf of any employee, prospective or former employee or labor organization or other representative of the employees or of any prospective or former employees of any of the Acquired Companies AMID Entities is pending or, to the Knowledge of the ContributorSeller, threatened against any of the Acquired CompaniesAMID Entities, any present or former director or employee (including with respect to alleged sexual harassment, unfair labor practices or discrimination); and (iii) none of the Acquired Companies are AMID Entities is subject to or otherwise bound by, any material consent decree, order, or agreement with, any Governmental Authority relating to employees or former employees of any of the Acquired Companies. None AMID Entities. (j) Except as disclosed on Schedule 4.18(j) of the Acquired Companies are Seller Disclosure Schedules, (i) none of the AMID Entities is a signatory party to or otherwise subject to any collective bargaining agreements, and (ii) none of the employees of the Acquired Companies are AMID Entities is represented by a labor union; union and, to the Knowledge of Seller, there has not been any effort to organize any of the employees of the AMID Entities in the past five years, and (iii) there is no labor dispute, strike, work stoppage or other labor trouble (including any organizational drive) against any of the Acquired Companies AMID Entities pending or, to the Knowledge of the ContributorSeller, threatened.

Employee Benefits; Employment and Labor Matters. (a) Except as set forth on Schedule 3.17(a) of the Contributor HPIP Disclosure ScheduleSchedules, no Acquired Company, nor any ERISA Affiliate none of any Acquired Company, sponsors, maintains or contributes to, the High Point Entities employs or has sponsored, maintained or contributed to within six years prior ever employed any employees. All of the employees currently providing services in relation to the Closing Date any business of the followingHigh Point Entities (the “High Point Business Employees”) are employed by High Point Energy, LLC or one of its Affiliates (other than the High Point Entities). (b) Except as set forth on Schedule 3.17(b) of the HPIP Disclosure Schedules, there is no: (i) any “employee benefit plan,” as such term is defined in Section 3(3) of ERISA, that is subject to ERISA (includingand that is or within the past six years has been, but not limited sponsored, maintained, contributed to, employee benefit plansor required to be contributed to, such as foreign plansby HPIP or any High Point Entity (collectively, which are not subject to the provisions “HPIP Transaction Entities”) or by any ERISA Affiliate of ERISA, but excluding any multiemployer plan within of the meaning of Section 3(37) of ERISA or multiple employer plan HPIP Transaction Entities (together with the meaning of Section 4063(aHPIP Transaction Entities, the “HPIP Group”) of ERISA(the “HPIP Group ERISA Plans”); or (ii) any material personnel policy, equity-based plan (including, but not limited to, stock unit option plans, stock unit purchase plans, stock unit appreciation rights and phantom stock unit plans), collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay or retention plan or arrangementsarrangement, change in control policies policy or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment or consulting agreement and each or any other employee benefit plan, agreement, arrangement, program, practice or understanding which is not described in Section 3.17(a)(i3.17(b)(i) that is sponsored, maintained or contributed to, or required to be contributed to, by any HPIP Transaction Entity or by any Affiliate of any HPIP Transaction Entity (collectively, along together with the plans described in Section 3.17(a)(i) aboveHPIP Group ERISA Plans, the “Company HPIP Group Benefit Plans”). provided, however, that Schedule 3.17(b) of the HPIP Disclosure Schedules does not list any HPIP Group Benefit Plan that is not maintained, sponsored, contributed to or required to be contributed to by any of the HPIP Transaction Entities and for which such entities could not reasonably be expected to have any material liability. (bc) True, correct and complete copies of each written (and summaries of each unwritten) HPIP Group Benefit Plan required to be listed on Schedule 3.17(b) of the written Company HPIP Disclosure Schedules (the “Listed HPIP Group Benefit Plans sponsored, maintained or contributed to by the Acquired Companies within six years prior to the Closing DatePlans”), related trusts, insurance or group annuity Contracts contracts and each other funding or financing arrangement arrangement, as applicable, relating to any such Company all Listed HPIP Group Benefit PlanPlans, including all amendments theretoto all of the foregoing, have been made available to the Regency Parties and AMID. In addition, there has been made available to the Regency PartiesAMID, with respect to each such Company Listed HPIP Group Benefit Plan required to file such report and descriptionPlan, as applicable, (i) the most recent report on Form 5500 and 5500, (ii) the most recent summary plan description. Additionallydescriptions and all associated summaries of material modifications, (iii) the most recent determination letter, advisory letter or opinion letter from the Internal Revenue Service for each of such Company Benefit Plans intended to be qualified under Section 401 of the Code, and any outstanding determination letter application for such plans has been application, (iv) the most recent nondiscrimination tests performed under the Code, and (v) all non-routine filings or correspondence made available to the Regency Partieswith any Governmental Authority. (cd) Except as disclosed on Schedule 3.17(c3.17(d) of the Contributor HPIP Disclosure Schedule Schedules and except as to excluding matters that would could not reasonably be expected to result in material liability to any High Point Entity or to have a Company Material Adverse EffectEffect on any AMID Entity: (i) each Company Each HPIP Group Benefit Plan has been administered in compliance with its terms, the applicable provisions of ERISA, the Code and all other applicable Laws laws and the terms of all applicable collective bargaining agreements; (ii) there There are no actions, suits or claims pending (other than routine claims for benefits) or, to the Knowledge of the ContributorHPIP, threatened, with respect to any Company HPIP Group Benefit Plan and no Company HPIP Group Benefit Plan is under audit or is subject to an investigation by the Internal Revenue Service, the U.S. Department of Labor or any other federal or state governmental agency nor, to the Knowledge of the ContributorHPIP, is any such audit or investigation pending; (iii) no Company Benefit Plan is subject to Title IV of ERISA; (iv) all All contributions and payments required to be made by any Acquired Company or an ERISA Affiliate of any Acquired Company to or under each Company HPIP Group Benefit Plan have been timely mademade or, if not yet due, have been properly reflected in the HPIP Financial Statements prior to the date of this Agreement; (viv) as to any Company Each HPIP Group Benefit Plan intended to be qualified under Section 401(a) 401 of the CodeCode is so qualified and has received a favorable determination letter, there advisory letter or opinion letter from the Internal Revenue Service or has been no termination pending or partial termination of such plan within the meaning of Section 411(d)(3) of the Codehas time remaining in which to file an application for a determination letter to that effect; and (viv) none of the Acquired Companies or any of their ERISA Affiliates have any liability No event has occurred and no condition exists with respect to any multiemployer plan within HPIP Group Benefit Plan that would subject the meaning of HPIP Group or any Affiliate thereof to any tax, fine, lien, penalty or other liability imposed by ERISA or the Code and no nonexempt “prohibited transaction” (as such term is defined in Section 3(37) 406 of ERISA and Section 4975 of the Code or multiple employer plan within the meaning of Section 4063(a) 502 of ERISA) has occurred with respect to any HPIP Group Benefit Plan. (de) Except as disclosed on Schedule 3.17(d) of the Contributor Disclosure Schedule, in In connection with the consummation of the transactions contemplated by this Agreement and the Purchase Agreement, no payments have or will be made under the Company HPIP Group Benefit Plans or otherwise which, in the aggregate, would could result in the loss of deduction or the imposition of any excise tax under Sections 280G and 4999 of the Code. (ef) Except as disclosed on Schedule 3.17(e3.17(f) of the Contributor HPIP Disclosure ScheduleSchedules, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement or the Purchase Agreement (whether alone or in conjunction with a subsequent event) will result in the acceleration or creation of any rights of any person to payments or benefits or increases in or funding of any payments or benefits or any loan forgiveness. (g) Except as disclosed on Schedule 3.17(g) of the HPIP Disclosure Schedules: (i) no Company HPIP Group Benefit Plan is a multiemployer pension plan (as defined in Section 3(37) of ERISA) (“Multiemployer Plan”), multiple employer plan (as defined in Section 4063(a) of ERISA) (“Multiple Employer Plan”) or other pension plan subject to Title IV of ERISA and no member of the HPIP Group has sponsored or contributed to or been required to contribute to a Multiemployer Plan, Multiple Employer Plan or other pension plan subject to Title IV of ERISA at any time within the previous six (6) years, and (ii) no HPIP Group Benefit Plan provides compensation or benefits to any High Point Business Employee who resides or performs services primarily outside of the United States. (h) Except as disclosed on Schedule 3.17(h) of the HPIP Disclosure Schedules: (i) no HPIP Group Benefit Plan provides retiree medical or retiree life insurance benefits to any Person High Point Business Employee and none of the Acquired Companies HPIP Transaction Entities is contractually or otherwise obligated (whether or not in writing) to provide any Person person with life insurance or medical benefits upon retirement or termination of employment, in any case other than as required by the provisions of Section 601 through 608 of ERISA and Section 4980B of the Code or otherwise as required by applicable Law. Additionallylaw, and (ii) each Company Listed HPIP Group Benefit Plan which is an “employee welfare benefit plan,” as such term is defined in Section 3(1) of ERISA, may be unilaterally amended or terminated in its entirety without liability except as to benefits accrued thereunder prior to such amendment or termination. (fi) Except as would disclosed on Schedule 3.17(i) of the HPIP Disclosure Schedules and excluding matters that could not reasonably be expected to result in material liability to any High Point Entity or to have a Company Material Adverse EffectEffect on any AMID Entity, each HPIP Group Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code and any award thereunder, in each case that is nonqualified deferred compensation subject to Section 409A of the Code, (i) has been operated in all material respects in good faith compliance with Section 409A of the Code since January 1, 2005, and all applicable regulations and notices issued thereunder, and (ii) since January 1, 2009, has been in documentary compliance with Section 409A of the Code. (j) Except as could not reasonably be expected to result in material liability to any High Point Entity or to have a Material Adverse Effect on any AMID Entity, (i) each of the Acquired Companies High Point Entities and the Affiliates of each of the foregoing is in compliance with all applicable labor and employment Laws including, without limitation, all Laws, rules, regulations, orders, rulings, decrees, judgments and awards relating to employment discrimination, payment of wages, overtime compensation, immigration, occupational health and safety, and wrongful discharge; (ii) no action, suit, complaint, charge, arbitration, inquiry, Proceeding proceeding or investigation by or before any Governmental Authority, brought by or on behalf of any employee, prospective or former employee or labor organization or other representative of the employees or of any prospective or former employees of any of the Acquired Companies HPIP Transaction Entities or Affiliates of any of the foregoing is pending or, to the Knowledge of the ContributorHPIP, threatened against any of the Acquired CompaniesHPIP Transaction Entities or Affiliates of any of the foregoing, any present or former director or employee (including with respect to alleged sexual harassment, unfair labor practices or discrimination); and (iii) none of the Acquired Companies are High Point Entities is subject to or otherwise bound by, any material consent decree, order, or agreement with, any Governmental Authority relating to employees or former employees of any of the Acquired CompaniesHigh Point Entities or any Affiliates of the foregoing. (k) Except as disclosed on Schedule 3.17(k) of the HPIP Disclosure Schedules, none of the High Point Business Employees is covered by any collective bargaining agreement or any other arrangement with any labor union with respect to his or her services in connection with the High Point Entities. No labor union or organization is representing any of the High Point Business Employees in connection with their employment, and, to the Knowledge of HPIP, there has not been any effort to organize any of the High Point Business Employees in the past five years. None of the Acquired Companies are High Point Entities is a signatory party to or otherwise subject to any collective bargaining agreements, and none of the employees of the Acquired Companies are represented by a labor union; and there is no labor dispute, strike, work stoppage or other labor trouble (including any organizational drive) against any of the Acquired Companies pending or, to the Knowledge of the Contributor, threatened.

Employee Benefits; Employment and Labor Matters. To the Knowledge of Seller: (a) Except as set forth on Schedule 3.17(a) of the Contributor Seller Disclosure ScheduleSchedule or filed with any Regency SEC Documents (including by incorporation by reference) filed with the SEC on or after January 1, 2010 and prior to the date hereof, no Acquired CompanyRegency Entity, nor any ERISA Affiliate of any Acquired CompanyRegency Entity, sponsors, maintains or contributes to, or has sponsored, maintained or contributed to within six years prior to the Closing Date any of the following: (i) any “employee benefit plan,” as such term is defined in Section 3(3) of ERISA (including, but not limited to, employee benefit plans, such as foreign plans, which are not subject to the provisions of ERISA, but excluding any multiemployer plan within the meaning of Section 3(37) of ERISA or multiple employer plan with within the meaning of Section 4063(a) of ERISA); or (ii) any material personnel policy, equity-based plan plans (including, but not limited to, stock option plans, stock purchase plans, stock appreciation rights and phantom stock plans), collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan or arrangements, change in control policies or agreementagreements, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement and each other employee benefit plan, agreement, arrangement, program, practice or understanding which is not described in Section 3.17(a)(i) (collectively, along with the plans any plan described in Section 3.17(a)(i) above, the “Company Regency Benefit Plans”). (b) True, True and correct and complete copies of each of the written Company Regency Benefit Plans sponsored, maintained or contributed to by the Acquired Companies within six years prior to the Closing DatePlans, related trusts, insurance or group annuity Contracts contracts and each other funding or financing arrangement relating to any such Company Benefit Plan, including all amendments thereto, have been made available to the Regency Buyer Parties and there has been made available to the Regency Buyer Parties, with respect to each such Company Regency Benefit Plan required to file such report and description, the most recent report on Form 5500 and the summary plan description. Additionally, the most recent determination letter or opinion letter from the Internal Revenue Service for each of such Company the Regency Benefit Plans intended to be qualified under Section 401 of the Code, and any outstanding determination letter application for such plans has been made available to the Regency Partiesfurnished. (c) Except as disclosed on Schedule 3.17(c) of the Contributor Seller Disclosure Schedule and except as to for matters that would not reasonably be expected to have a Company Regency Material Adverse Effect: (i) each Company Regency Benefit Plan has been administered in compliance with its terms, the applicable provisions of ERISA, the Code and all other applicable Laws laws and the terms of all applicable collective bargaining agreements; (ii) there are no actions, suits or claims pending (other than routine claims for benefits) or, to the Knowledge of the Contributor, or threatened, with respect to any Company Regency Benefit Plan and no Company Regency Benefit Plan is under audit or is subject to an investigation by the Internal Revenue Service, the Department of Labor or any other federal or state governmental agency nor, to the Knowledge of the Contributor, nor is any such audit or investigation pending; (iii) no Company Regency Benefit Plan is subject to Title IV of ERISA; (iv) all contributions and payments required to be made by any Acquired Company Regency Entity or an ERISA Affiliate of any Acquired Company Regency Entity to or under each Company Regency Benefit Plan have been timely made; (v) as to any Company Regency Benefit Plan intended to be qualified under Section 401(a) 401 of the Code, there has been no termination or partial termination of such plan within the meaning of Section 411(d)(3) of the Code; and (vi) none of the Acquired Companies Regency Entities or any of their ERISA Affiliates have has any liability with respect to any multiemployer plan within the meaning of Section 3(37) of ERISA or multiple employer plan within with the meaning of Section 4063(a) of ERISA. (d) Except as disclosed on Schedule 3.17(d) of the Contributor Disclosure Schedule, in In connection with the consummation of the transactions transaction contemplated by this Agreement, no payments have or will be made under the Company Regency Benefit Plans which, in the aggregate, would result in the loss of deduction or the imposition of any excise tax the sanctions imposed under Sections 280G and 4999 of the Code. (e) Except as disclosed on Schedule 3.17(e) of the Contributor Disclosure Schedule, no Company Benefit No Regency Benefits Plan provides retiree medical or retiree life insurance benefits to any Person person and none neither the Regency Entities nor any ERISA Affiliate of the Acquired Companies a Regency Entity is contractually or otherwise obligated (whether or not in writing) to provide any Person person with life insurance or medical benefits upon retirement or termination of employment, in any case other than as required by the provisions of Section 601 through 608 of ERISA and Section 4980B of the Code or otherwise as required by applicable LawCode. Additionally, each Company Benefit Regency Benefits Plan which is an “employee welfare benefit plan,” as such term is defined in Section 3(1) of ERISA, may be unilaterally amended or terminated in its entirety without liability except as to benefits accrued thereunder prior to such amendment or termination. (f) Except as would not reasonably be expected to have a Company Regency Material Adverse Effect, (ia) each of the Acquired Companies Regency Entities is in compliance with all applicable labor and employment Laws including, without limitation, all Laws, rules, regulations, orders, rulings, decrees, judgments and awards relating to employment discrimination, payment of wages, overtime compensation, immigration, occupational health and safety, and wrongful discharge; (ii) no action, suit, complaint, charge, arbitration, inquiry, Proceeding by or before any Governmental Authority, brought by or on behalf of any employee, prospective or former employee or labor organization or other representative of the employees or of any prospective or former employees of any of the Acquired Companies is pending or, to the Knowledge of the Contributor, threatened against any of the Acquired Companies, any present or former director or employee (including with respect to alleged sexual harassment, unfair labor practices or discrimination); and (iii) none of the Acquired Companies are subject to or otherwise bound by, any material consent decree, order, or agreement with, any Governmental Authority relating to employees or former employees of any of the Acquired Companies. None of the Acquired Companies are a signatory party to or otherwise subject to any collective bargaining agreements, and none of the employees of the Acquired Companies are represented by a labor union; and there is no labor dispute, strike, work stoppage or other labor trouble (including any organizational drive) against any of the Acquired Companies pending or, to the Knowledge of the Contributor, threatened.;

Employee Benefits; Employment and Labor Matters. (a) Except as set forth on Schedule 3.17(a4.15(a) of the Contributor Provider Disclosure ScheduleSchedules, no Acquired none of Seller nor any Provider Company, nor any ERISA Affiliate of any Acquired Companysuch Party, sponsors, maintains maintains, contributes to or contributes is required to contribute to, or has sponsored, maintained or maintained, contributed to or been required to contribute to within the past six years prior to the Closing Date any of the following: (i) any “employee benefit plan,” as such term is defined in Section 3(3) of ERISA (including, but not limited to, employee benefit plans, such as foreign plans, which are not subject to the provisions of ERISA, but excluding any multiemployer plan within the meaning of Section 3(37) of ERISA or multiple employer plan with the meaning of Section 4063(a) of ERISA); or (ii) any material personnel policy, equity-based plan (including, but not limited to, stock unit option plans, stock unit purchase plans, stock unit appreciation rights and phantom stock unit plans), collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay or retention plan or arrangementsarrangement, change in control policies policy or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement and each or any other employee benefit plan, agreement, arrangement, program, practice or understanding which is not described in Section 3.17(a)(i4.15(a)(i) (collectively, along with the plans described in Section 3.17(a)(i4.15(a)(i) above, the “Company Provider Benefit Plans”). (b) . True, correct and complete copies of each of the written Company Provider Benefit Plans sponsored, maintained or contributed to by the Acquired Companies within six years prior to the Closing Date, related trusts, insurance or group annuity Contracts and each other funding or financing arrangement relating to any such Company Benefit PlanPlans, including all amendments thereto, have been made available to Buyer. Except as identified on Schedule 4.15(a) of the Regency Parties and there has been made available to Provider Disclosure Schedules, none of the Regency Parties, with respect to each such Company Benefit Plan required to file such report and description, the most recent report on Form 5500 and the summary plan description. Additionally, the most recent determination letter or opinion letter from the Internal Revenue Service for each of such Company Provider Benefit Plans intended to be qualified under Section 401 are sponsored, maintained or contributed to, or have been sponsored, maintained or contributed to, by any of the Code, and any outstanding determination letter application for such plans has been made available to the Regency Provider Parties. (cb) Except as disclosed on Schedule 3.17(c4.15(b) of the Contributor Provider Disclosure Schedule Schedules and except as to matters that would not reasonably be expected to have a Company an Seller Material Adverse Effect: (i) each Company Provider Benefit Plan has been administered in compliance with its terms, the applicable provisions of ERISA, the Code and all other applicable Laws and the terms of all applicable collective bargaining agreements; (ii) there are no actions, suits or claims pending (other than routine claims for benefits) or, to the Knowledge of the ContributorSeller or either Seller’s Representative, threatened, with respect to any Company Provider Benefit Plan and no Company Provider Benefit Plan is under audit or is subject to an investigation by the Internal Revenue Service, the U.S. Department of Labor or any other federal or state governmental agency Governmental Authority nor, to the Knowledge of the ContributorSeller or either Seller’s Representative, is any such audit or investigation pending;; and (iii) no Company Benefit Plan is subject to Title IV of ERISA; (iv) all contributions and payments required to be made by any Acquired Company or an ERISA Affiliate of any Acquired Company to or under each Company Benefit Plan have been timely made; (v) as to any Company Provider Benefit Plan intended to be qualified under Section 401(a) 401 of the Code, there Code has been no termination received a favorable determination letter from the Internal Revenue Service (or partial termination has pending or has time remaining in which to file an applicable for such a determination letter) or is the subject of such plan within an opinion letter issued by the meaning of Section 411(d)(3) of the Code; and (vi) none of the Acquired Companies or any of their ERISA Affiliates have any liability with respect to any multiemployer plan within the meaning of Section 3(37) of ERISA or multiple employer plan within the meaning of Section 4063(a) of ERISAInternal Revenue Service on which it can rely. (dc) Except as disclosed on Schedule 3.17(d) of the Contributor Disclosure Schedule, in In connection with the consummation of the transactions contemplated by this Agreement, no payments payments, acceleration of benefits or provision of other rights have or will be made under the Company Provider Benefit Plans or otherwise which, in the aggregate, would result in the loss of deduction or the imposition of any excise tax under Sections sections 280G and 4999 of the Code, whether or not some other subsequent action or event would be required to cause such payment, acceleration or provision to be triggered. (ed) Except as disclosed on Schedule 3.17(e4.15(d) of the Contributor Provider Disclosure ScheduleSchedules, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (whether alone or in conjunction with a subsequent event) will result in the acceleration or creation of any rights of any person to payments or benefits or increases in or funding of any payments or benefits or any loan forgiveness. (e) No Provider Benefit Plan is a Multiemployer Plan, Multiple Employer Plan or other pension plan subject to Title IV of ERISA, and no Company Provider Party nor any ERISA Affiliate of any Provider Party has sponsored or contributed to or been required to contribute to a Multiemployer Plan, Multiple Employer Plan or other pension plan subject to Title IV of ERISA at any time within the previous six (6) years. No Provider Benefit Plan provides retiree medical compensation or retiree life insurance benefits to any Person and none employee or service provider who resides or performs services primarily outside of the Acquired Companies is contractually or otherwise obligated (whether or not in writing) to provide any Person with life insurance or medical benefits upon retirement or termination of employment, in any case other than as required by the provisions of Section 601 through 608 of ERISA and Section 4980B of the Code or otherwise as required by applicable Law. Additionally, each Company Benefit Plan which is an “employee welfare benefit plan,” as such term is defined in Section 3(1) of ERISA, may be unilaterally amended or terminated in its entirety without liability except as to benefits accrued thereunder prior to such amendment or terminationUnited States. (f) Except as disclosed on Schedule 4.15(f) and except as would not reasonably be expected to have a Company result in an Seller Material Adverse Effect, (i) each of the Acquired Companies Provider Parties is and has been in compliance with all applicable labor and employment Laws including, without limitation, all Laws, rules, regulations, orders, rulings, decrees, judgments and awards relating to employment discrimination, retaliation, payment of wages, overtime compensation, immigration, recordkeeping, employee leave, occupational health and safety, and wrongful discharge; (ii) no action, suit, complaint, charge, arbitration, inquiry, Proceeding proceeding or investigation by or before any Governmental Authority, brought by or on behalf of any employee, prospective or former employee or labor organization or other representative of the employees or of any prospective or former employees of any of the Acquired Companies Provider Parties is pending or, to the Knowledge of the ContributorSeller, threatened against any of the Acquired CompaniesProvider Parties, any present or former director or employee (including with respect to alleged sexual harassment, unfair labor practices practices, discrimination, retaliation or discriminationwage practices); and (iii) none of the Acquired Companies are Provider Parties is subject to or otherwise bound by, any material consent decree, order, or agreement with, any Governmental Authority relating to employees or former employees of any of the Acquired Companies. Provider Parties. (g) None of the Acquired Companies are Provider Company is a signatory party to or otherwise subject to any collective bargaining agreements, and none . None of the employees of the Acquired Companies are Provider Parties is represented by a labor union; and union and, to the Knowledge of Seller, there has not been any effort to organize any of the employees of the Provider Parties in the past five years. There is no labor dispute, strike, work stoppage or other labor trouble (including any organizational drive) against any of the Acquired Companies Provider Parties pending or, to the Knowledge of the ContributorSeller, threatened. (h) Neither Seller nor any Provider Company has any employment agreements or commitments regarding employment of any employees who are employed by or otherwise provide services to or on behalf of Seller nor any Provider.

Employee Benefits; Employment and Labor Matters. (a) Except as set forth on Schedule 3.17(a4.17(a) of the Contributor AMID Disclosure ScheduleSchedules, no Acquired Company, nor any ERISA Affiliate of any Acquired Company, sponsors, maintains or contributes to, or has sponsored, maintained or contributed to within six years prior to the Closing Date any of the followingthere is no: (i) any “employee benefit plan,” as such term is defined in Section 3(3) of ERISA, that is subject to ERISA (includingand that is or within the past six years has been, but not limited sponsored, maintained, contributed to, employee benefit plansor required to be contributed to, such as foreign plansby any AMID Entity, which are not subject to any ERISA Affiliate of any AMID Entity, AMID GP, or any ERISA Affiliate of AMID GP (the provisions of ERISA, but excluding any multiemployer plan within the meaning of Section 3(37) of “AMID ERISA or multiple employer plan with the meaning of Section 4063(a) of ERISAPlans”); or (ii) any material personnel policy, equity-based plan (including, but not limited to, stock unit option plans, stock unit purchase plans, stock unit appreciation rights and phantom stock unit plans), collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay or retention plan or arrangementsarrangement, change in control policies policy or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment or consulting agreement and each or any other employee benefit plan, agreement, arrangement, program, practice or understanding which is not described in Section 3.17(a)(i4.17(a)(i) that is sponsored, maintained, contributed to, or required to be contributed to, by any AMID Entity, any Affiliate of any AMID Entity or AMID GP (collectively, along together with the plans described in Section 3.17(a)(i) aboveAMID ERISA Plans, the “Company AMID Benefit Plans”). (b) True, correct and complete copies of each written (and summaries of each unwritten) AMID Benefit Plan required to be listed on Schedule 4.17(a) of the written Company AMID Disclosure Schedules (the “Listed AMID Benefit Plans sponsored, maintained or contributed to by the Acquired Companies within six years prior to the Closing DatePlans”), related trusts, insurance or group annuity Contracts contracts and each other funding or financing arrangement arrangement, as applicable, relating to any such Company all Listed AMID Benefit PlanPlans, including all amendments theretoto all of the foregoing, have been made available to the Regency Parties and HPIP. In addition, there has been made available to the Regency PartiesHPIP, with respect to each such Company Listed AMID Benefit Plan required to file such report and descriptionPlan, as applicable, (i) the most recent report on Form 5500 and 5500, (ii) the most recent summary plan description. Additionallydescriptions and all associated summaries of material modifications, (iii) the most recent determination letter, advisory letter or opinion letter from the Internal Revenue Service for each of such Company Benefit Plans intended to be qualified under Section 401 of the Code, and any outstanding determination letter application for such plans has been application, (iv) the most recent nondiscrimination tests performed under the Code, and (v) all non-routine filings or correspondence made available to the Regency Partieswith any Governmental Authority. (c) Except as disclosed on Schedule 3.17(c4.17(c) of the Contributor AMID Disclosure Schedule Schedules and except as to excluding matters that would not reasonably be expected to have a Company Material Adverse Effectresult in material liability to the AMID Entities or AMID GP: (i) each Company Each AMID Benefit Plan has been administered in compliance with its terms, the applicable provisions of ERISA, the Code and all other applicable Laws laws and the terms of all applicable collective bargaining agreements; (ii) there There are no actions, suits or claims pending (other than routine claims for benefits) or, to the Knowledge of the ContributorAMID Entities, threatened, with respect to any Company AMID Benefit Plan and no Company AMID Benefit Plan is under audit or is subject to an investigation by the Internal Revenue Service, the U.S. Department of Labor or any other federal or state governmental agency nor, to the Knowledge of the ContributorAMID, is any such audit or investigation pending; (iii) no Company Benefit Plan is subject to Title IV of ERISA; (iv) all All contributions and payments required to be made by any Acquired Company or an ERISA Affiliate of any Acquired Company to or under each Company AMID Benefit Plan have been timely mademade or, if not yet due, have been properly reflected in the AMID Financial Statements prior to the date of this Agreement; (viv) as to any Company Each AMID Benefit Plan intended to be qualified under Section 401(a) 401 of the CodeCode is so qualified and has received a favorable determination letter, there advisory letter or opinion letter from the Internal Revenue Service or has been no termination pending or partial termination of such plan within the meaning of Section 411(d)(3) of the Codehas time remaining in which to file an application for a determination letter to that effect; and (viv) none of the Acquired Companies or any of their ERISA Affiliates have any liability No event has occurred and no condition exists with respect to any multiemployer plan within AMID Benefit Plan that would subject the meaning of AMID Entities or AMID GP to any tax, fine, lien, penalty or other liability imposed by ERISA or the Code and no nonexempt “prohibited transaction” (as such term is defined in Section 3(37) 406 of ERISA and Section 4975 of the Code or multiple employer plan within the meaning of Section 4063(a) 502 of ERISA) has occurred with respect to any AMID Benefit Plan. (d) Except as disclosed on Schedule 3.17(d) of the Contributor Disclosure Schedule, in In connection with the consummation of the transactions contemplated by this Agreement and the Purchase Agreement, no payments have or will be made under the Company AMID Benefit Plans or otherwise which, in the aggregate, would could result in the loss of deduction or the imposition of any excise tax under Sections 280G and 4999 of the Code. (e) Except as disclosed on Schedule 3.17(e4.17(e) of the Contributor AMID Disclosure ScheduleSchedules, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement or the Purchase Agreement (whether alone or in conjunction with a subsequent event) will result in the acceleration or creation of any rights of any person to payments or benefits or increases in or funding of any payments or benefits or any loan forgiveness. (f) Except as disclosed on Schedule 4.17(f) of the AMID Disclosure Schedules: (i) no Company AMID Benefit Plan is a Multiemployer Plan or other pension plan subject to Title IV of ERISA and none of AMID, any ERISA Affiliate of AMID, or AMID GP has sponsored or contributed to or been required to contribute to a Multiemployer Plan, Multiple Employer Plan or other pension plan subject to Title IV of ERISA at any time within the previous six (6) years, and (ii) no AMID Benefit Plan provides compensation or benefits to any employee or service provider who resides or performs services primarily outside of the United States. (g) Except as disclosed on Schedule 4.17(g) of the AMID Disclosure Schedules: (i) no AMID Benefit Plan provides retiree medical or retiree life insurance benefits to any Person person and none of the Acquired Companies AMID Entities or AMID GP is contractually or otherwise obligated (whether or not in writing) to provide any Person person with life insurance or medical benefits upon retirement or termination of employment, in any case other than as required by the provisions of Section 601 through 608 of ERISA and Section 4980B of the Code or otherwise as required by applicable Law. Additionallylaw, and (ii) each Company AMID Benefit Plan which is an “employee welfare benefit plan,” as such term is defined in Section 3(1) of ERISA, may be unilaterally amended or terminated in its entirety without liability except as to benefits accrued thereunder prior to such amendment or termination. (fh) Except as disclosed on Schedule 4.17(h) of the AMID Disclosure Schedules and excluding matters that would not reasonably be expected to result in material liability to the AMID Entities or AMID GP, each AMID Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code and any award thereunder, in each case that is nonqualified deferred compensation subject to Section 409A of the Code, (i) has been operated in all material respects in good faith compliance with Section 409A of the Code since January 1, 2005, and all applicable regulations and notices issued thereunder, and (ii) since January 1, 2009, has been in documentary compliance with Section 409A of the Code. (i) Except as would not reasonably be expected to have a Company Material Adverse Effectresult in material liability to the AMID Entities or AMID GP, (i) each of the Acquired Companies AMID Entities and AMID GP is in compliance with all applicable labor and employment Laws including, without limitation, all Laws, rules, regulations, orders, rulings, decrees, judgments and awards relating to employment discrimination, payment of wages, overtime compensation, immigration, occupational health and safety, and wrongful discharge; (ii) no action, suit, complaint, charge, arbitration, inquiry, Proceeding proceeding or investigation by or before any Governmental Authority, brought by or on behalf of any employee, prospective or former employee or labor organization or other representative of the employees or of any prospective or former employees of any of the Acquired Companies AMID Entities or AMID GP is pending or, to the Knowledge of the ContributorAMID Entities, threatened against any of the Acquired CompaniesAMID Entities or AMID GP, any present or former director or employee (including with respect to alleged sexual harassment, unfair labor practices or discrimination); and (iii) none of the Acquired Companies are AMID Entities or AMID GP is subject to or otherwise bound by, any material consent decree, order, or agreement with, any Governmental Authority relating to employees or former employees of any of the Acquired Companies. None AMID Entities or AMID GP. (j) Except as disclosed on Schedule 4.17(j) of the Acquired Companies are AMID Disclosure Schedules (i) none of the AMID Entities or AMID GP is a signatory party to or otherwise subject to any collective bargaining agreements, and (ii) none of the employees of the Acquired Companies are AMID Entities or AMID GP is represented by a labor union; union and, to the Knowledge of the AMID Entities, there has not been any effort to organize any of the employees of the AMID Entities or AMID GP in the past five years, and (iii) there is no labor dispute, strike, work stoppage or other labor trouble (including any organizational drive) against any of the Acquired Companies AMID Entities or AMID GP pending or, to the Knowledge of the ContributorAMID, threatened.

Employee Benefits; Employment and Labor Matters. (a) Except as set forth on Schedule 3.17(a4.14(a) of the Contributor Seller Disclosure ScheduleSchedule contains a true, no Acquired Companycorrect, nor any ERISA Affiliate and complete list of any Acquired Companyall material Company Plans and all PEO Plans. With respect to each material Company Plan and PEO Plan, sponsorsSeller has made available to Buyer, maintains or contributes to, or has sponsored, maintained or contributed to within six years prior to the Closing Date any of the following: extent applicable, (i) accurate and complete copies of the governing plan document and material amendments thereto (or, if not written, a summary of its material terms), (ii) any “employee benefit plan,” as such term is defined in Section 3(3) of ERISA (related trust agreement or other funding agreement, including, but not limited to, employee benefit plansinsurance contracts, such as foreign plans(iii) the most recent IRS determination letter, which are not subject or, for a Plan maintained pursuant to a prototype or volume submitter document, opinion or advisory letter, if applicable, (iv) ERISA-compliant summary plan description (and any summary of material modifications) and, with respect to a Company Plan only, any other material written communication by the Company Group to the provisions of ERISABusiness Employees concerning the benefits provided under such Company Plan, but excluding any multiemployer (v) the most recent financial statements, annual non-discrimination testing, and annual valuation for the last plan within year and last Form 5500 annual reports (including attached schedules) and the meaning of Section 3(37corresponding summary annual reports; and (vi) of ERISA or multiple employer plan documentation related to compliance with the meaning of Section 4063(a) of ERISA); or (ii) any material personnel policy, equity-based plan (including, but not limited to, stock option plans, stock purchase plans, stock appreciation rights Patient Protection and phantom stock plans), collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan or arrangements, change in control policies or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement and each other employee benefit plan, agreement, arrangement, program, practice or understanding which is not described in Section 3.17(a)(i) (collectively, along with the plans described in Section 3.17(a)(i) above, the “Company Benefit Plans”).Affordable (b) TrueEach Company Plan and, correct to the Knowledge of Seller, each PEO Plan is and complete copies of each has been established administered and operated in all material respects in accordance with the terms of the written Company Benefit Plans sponsored, maintained or contributed to by the Acquired Companies within six years prior to the Closing Date, related trusts, insurance or group annuity Contracts applicable controlling documents and each other funding or financing arrangement relating to any such Company Benefit Plan, including in all amendments thereto, have been made available to the Regency Parties and there has been made available to the Regency Parties, material respects with respect to each such Company Benefit Plan required to file such report and description, the most recent report on Form 5500 and the summary plan description. Additionally, the most recent determination letter or opinion letter from the Internal Revenue Service for each of such Company Benefit Plans intended to be qualified under Section 401 of the Code, and any outstanding determination letter application for such plans has been made available to the Regency Parties. (c) Except as disclosed on Schedule 3.17(c) of the Contributor Disclosure Schedule and except as to matters that would not reasonably be expected to have a Company Material Adverse Effect: (i) each Company Benefit Plan has been administered in compliance with its terms, the applicable provisions of ERISA, the Code and all other applicable Laws ERISA and the terms of all applicable collective bargaining agreements; (ii) there Code. There are no actionsunresolved claims or disputes under the terms of, suits or claims pending in connection with, any Company Plan or, to the Knowledge of Seller, any PEO Plan (other than routine claims for benefits) or, that would reasonably be expected to the Knowledge of the Contributor, threatened, with respect to any be material. (c) No Company Benefit Plan and no Company Benefit or PEO Plan is under audit or is subject to an investigation by the Internal Revenue Service, the Department of Labor or any other federal or state governmental agency nor, to the Knowledge of the Contributor, is any such audit or investigation pending; (iii) no Company Benefit Plan is has ever been subject to Title IV of ERISA; (iv) all contributions and payments required to be made by any Acquired Company ERISA or an ERISA Affiliate of any Acquired Company to or under each Company Benefit Plan have been timely made; (v) as to any Company Benefit Plan intended to be qualified under Section 401(a) Sections 412 of the Code, there has been no termination Code or partial termination 302 of such plan within the meaning of Section 411(d)(3) ERISA. None of the Code; and (vi) none of the Acquired Companies Company Group or any of their ERISA Affiliates have any liability with respect is a party or otherwise subject to, contributing to or required to contribute to any “multiemployer plan plan” within the meaning of Section 3(37) or 4001(a) of ERISA, and or, during the last six (6) years has ever been a party or otherwise subject to, contributed to or been required to contribute to any such “multiemployer plan”. None of the Company Group or their ERISA Affiliates sponsors, maintains, contributes to or multiple employer plan is required to contribute to or has any Liability with respect to any “voluntary employees’ beneficiary association” within the meaning of Section 4063(a501(c)(9) of ERISA. (d) Except as disclosed on Schedule 3.17(d) of the Contributor Disclosure Schedule, in connection with the consummation of the transactions contemplated by this Agreement, no payments have or will be made under the Company Benefit Plans which, in the aggregate, would result in the loss of deduction or the imposition of any excise tax under Sections 280G and 4999 of the Code. (e) Except as disclosed on Schedule 3.17(e) of the Contributor Disclosure Schedule, no Company Benefit Plan provides retiree medical or retiree life insurance benefits to any Person and none of the Acquired Companies is contractually or otherwise obligated (whether or not in writing) to provide any Person with life insurance or medical benefits upon retirement or termination of employment, in any case other than as required by the provisions of Section 601 through 608 of ERISA and Section 4980B of the Code or otherwise as required by applicable Lawother funding arrangement for the provision of welfare benefits. AdditionallyNone of the Company Group nor, each Company Benefit Plan which is an to the Knowledge of Seller, any trustee, administrator, other fiduciary or other “employee welfare benefit plan,party in interest” or “disqualified person” with respect to the Plans, has engaged in a “prohibited transaction” (as such term is defined in Section 3(14975 of the Code or Section 406 of ERISA) which could result in a material tax or penalty on any of such Company Group under Section 4975 of the Code or Section 502(i) of ERISA, may be unilaterally amended or terminated in its entirety without liability except as to benefits accrued thereunder prior to such amendment or termination. (f) Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) each of the Acquired Companies is in compliance with all applicable labor and employment Laws including, without limitation, all Laws, rules, regulations, orders, rulings, decrees, judgments and awards relating to employment discrimination, payment of wages, overtime compensation, immigration, occupational health and safety, and wrongful discharge; (ii) no action, suit, complaint, charge, arbitration, inquiry, Proceeding by or before any Governmental Authority, brought by or on behalf of any employee, prospective or former employee or labor organization or other representative of the employees or of any prospective or former employees of any of the Acquired Companies is pending or, to the Knowledge of the Contributor, threatened against any of the Acquired Companies, any present or former director or employee (including with respect to alleged sexual harassment, unfair labor practices or discrimination); and (iii) none of the Acquired Companies are subject to or otherwise bound by, any material consent decree, order, or agreement with, any Governmental Authority relating to employees or former employees of any of the Acquired Companies. None of the Acquired Companies are a signatory party to or otherwise subject to any collective bargaining agreements, and none of the employees of the Acquired Companies are represented by a labor union; and there is no labor dispute, strike, work stoppage or other labor trouble (including any organizational drive) against any of the Acquired Companies pending or, to the Knowledge of the Contributor, threatened.