Common use of Employee Benefits; Labor Matters Clause in Contracts

Employee Benefits; Labor Matters. (a) Section 4.09(a) of the Company Disclosure Letter contains a true, correct and complete list identifying each material Plan. For each such Plan, the Company has provided to Parent a true, correct and complete copy of such plan (or a description, if such plan is not written) and all amendments thereto and, as applicable, (i) all trust agreements, insurance contracts or other funding arrangements and amendments thereto, (ii) the current prospectus or summary plan description and all summaries of material modifications, (iii) the most recent favorable determination or opinion letter from the IRS, (iv) the most recently filed annual return/report (Form 5500) and accompanying schedules and attachments thereto, (v) the most recently prepared actuarial report and financial statements and (vi) if such plan is an International Plan, documents that are substantially comparable (taking into account differences in applicable Law and practices) to the documents required to be provided in clauses (i) through (v). (b) The Company has provided to Parent (i) a schedule that sets forth, for each Key Employee, director and independent contractor of the Company or any of its Subsidiaries, his or her name, title, annual base salary, most recent annual bonus received, current annual bonus opportunity, hire date, location, whether full- or part-time, and whether active or on leave, and (B) and (ii) a schedule that sets forth, for all other employees of the Company or any of its Subsidiaries, an anonymized list indicating his or her title, annual base salary, hire date, location, whether full- or part-time, and whether active or on leave (collectively, the “Employee Census”). As of the date of this Agreement, no Key Employee has indicated to the Company or any of its Subsidiaries that he or she intends to resign or retire as a result of the transactions contemplated by this Agreement or otherwise within one (1) year after the Closing Date. (i) Each Plan has been maintained, operated, and administered in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code, and (ii) except as would not reasonably be expected to result in a material liability to the Company or any of its Subsidiaries, individually or in the aggregate, no nonexempt “prohibited transaction” (within the meaning of Section 4975 of the Code and Section 406 of ERISA) has occurred or, to the Knowledge of the Company, is reasonably expected to occur with respect to any Plan. (d) Each Plan intended to be qualified under Section 401(a) of the Code is so qualified and has been determined by the IRS to be so qualified, and each trust created thereunder has been determined by the IRS to be exempt from Tax under the provisions of Section 501(a) of the Code, and nothing has occurred since the date of any such determination that could reasonably be expected to adversely affect the qualification of such Plan. (e) Except as could not be reasonably expected to result in material liability to the Company or any Company Subsidiary, each Plan, and any award thereunder, that is or forms part of a “nonqualified deferred compensation plan” within the meaning of Sections 409A or 457A of the Code has been maintained, in form and operation, in compliance with all applicable requirements of Sections 409A and 457A of the Code. Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any current or former employee, director, officer or independent contractor of the Company or any of its Subsidiaries for any Tax incurred by such individual, including under Sections 409A, 457A or 4999 of the Code. (f) Other than routine claims for benefits, there are no suits, claims, proceedings, actions, governmental audits or investigations that are pending or, to the Knowledge of the Company, threatened, against or involving any Plan. (g) Neither the Company nor any ERISA Affiliate currently has, or within the six-year period immediately prior to the date of this Agreement, had, an obligation to contribute to a “defined benefit plan” as defined in Section 3(35) of ERISA, a pension plan subject to the funding standards of Section 302 of ERISA or Section 412 of the Code or a “multiemployer plan” as defined in Section 3(37) of ERISA or Section 414(f) of the Code. No liability under Title IV or Section 302 of ERISA has been incurred by the Company or any ERISA Affiliate that has not been satisfied in full, and, no condition exists that would reasonably be expected to present a material risk to the Company or any of its Subsidiaries of incurring any such liability. (h) Except as set forth in Section 4.09(h) of the Company Disclosure Letter, no Plan provides for post-retirement or other post-employment welfare benefits (other than health care continuation coverage (i) as required by Section 4980B of the Code or similar state or local Law or (ii) health care coverage through the end of the calendar month in which a termination of employment occurs). (i) Except as set forth in Section 4.09(i) of the Company Disclosure Letter, neither the execution by the Company of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in combination with a subsequent termination of employment or other event) result in the payment of any amount, that would, individually or in combination with any other payment, constitute an “excess parachute payment,” as defined in Section 280G(b)(1) of the Code. (j) Except as set forth in Section 4.09(j) of the Company Disclosure Letter or as provided for in this Agreement, neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or together with the occurrence of any additional or subsequent events) (i) entitle any current or former employee, director, or individual independent contractor of the Company or any Company Subsidiary to any payment of compensation or benefits from the Company or any Company Subsidiary; (ii) increase the amount of compensation or benefits due to any such individual; or (iii) accelerate the vesting, funding or time of payment of any compensation, equity award or other benefit. (k) Each International Plan (i) has been maintained in all material respects in accordance with its terms and applicable Laws, (ii) if intended to qualify for special tax treatment, meets all the requirements for such treatment, and (iii) if required, to any extent, to be funded, book-reserved or secured by an insurance policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles. (l) None of the Company or any Company Subsidiary is or has been within the past three (3) years a party to, bound by, or in the process of negotiating, any labor or collective bargaining agreement with any labor union or other labor organization. There are no labor unions or other labor organizations representing, or, to the Knowledge of the Company, purporting to represent or attempting to represent, any employee of the Company or any of its Subsidiaries in their capacities as such, nor has any such action or attempt occurred within the past three (3) years. There is no pending or, to the Knowledge of the Company, threatened in writing labor strike, dispute, walkout, work stoppage, picketing, hand billing, slowdown or lockout against the Company or any of its Subsidiaries, and no such strike, dispute, walkout, work stoppage, picketing, hand billing, slowdown or lockout has occurred within the past three (3) years. The consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council or other employee representative body is not required for the Company to enter into this Agreement or to consummate any of the transactions contemplated hereby. (m) Except as has not and would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect, the Company and each of its Subsidiaries is, and has been since January 1, 2013, in compliance with WARN and has no liabilities or other obligations thereunder. (n) Except as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect: (i) there are no unfair labor practice charges, arbitrations, suits, claims, actions, charges, litigations or other proceedings or grievances currently pending relating to any current or former employee or individual independent contractor of the Company or any Company Subsidiary and (ii) each of the Company and each Company Subsidiary is in compliance with all applicable Laws and Company policies relating to employment, including Laws relating to discrimination, hours of work, the payment of wages or overtime wages, payment and withholding of Taxes, health and safety, immigration, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance. (o) Except as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect: (i) each individual who performs services for the Company or any Company Subsidiary has been properly classified as an employee or an independent contractor, (ii) none of the Company or any Company Subsidiary has any liability by reason of an individual who performs or performed services for the Company or any Company Subsidiary in any capacity being improperly excluded from participating in a Plan, and (iii) each employee of the Company or any Company Subsidiary has been properly classified as “exempt” or “nonexempt” under applicable Law. (p) The Company and each Company Subsidiary are not delinquent in material payments to any employees or former employees for any services or amounts required to be reimbursed or otherwise paid. (q) To the Knowledge of the Company, no Key Employee is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant, Company policy or other obligation to any third party as related to their employment with the Company. To the Knowledge of the Company, no current or former employee or independent contractor of the Company or its Subsidiaries is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation to the Company or its Subsidiaries.

Employee Benefits; Labor Matters. (a) Section 4.09(aSchedule 4.23(a) of the Company Disclosure Letter contains Schedules sets forth a truelist of all material “employee benefit plans,” as defined in section 3(3) of ERISA (whether or not subject to ERISA) other than a “multiemployer plan,” as defined in Section 3(37) of ERISA, correct and complete list identifying each material Plancafeteria, material bonus, incentive or deferred compensation, severance, termination, retention, change of control, stock option, stock appreciation, stock purchase, phantom stock or other equity-based, loan, performance or other employee or retiree benefit or compensation plan, program, arrangement, agreement, policy or understanding, whether written or unwritten, under which any Employee or former Employee (including any beneficiaries and dependents thereof) is or may become eligible to participate or derive a benefit and that is or has been maintained, established or contributed to or required to be contributed to by Allegiance (“Employee Benefit Plans”). For With respect to each such Employee Benefit Plan, the Company has provided to Parent a true, correct and complete copy of such each of the following documents (if applicable) has been provided or made available to Buyer: (i) the most recent plan (or a description, if such plan is not written) document for any Employee Benefit Plan covered by ERISA and all amendments thereto and, as applicable, (i) all trust agreements, insurance contracts or other funding arrangements and amendments thereto, ; (ii) the current prospectus or most recent summary plan description and all summaries of material modifications, description; (iii) the most recent favorable determination trust document or opinion letter from the IRS, any third party funding vehicle (including insurance) and all amendments thereto; (iv) the two most recently recent Forms 5500 required to have been filed annual return/report (Form 5500) with the IRS and accompanying all schedules and attachments thereto, (v) and the most recently prepared actuarial report and financial statements and (vi) if such plan is an International Plan, documents that are substantially comparable (taking into account differences in recent IRS determination letter. All contributions required to have been made by Allegiance under any Employee Benefit Plan or any applicable Law to any trusts established thereunder or in connection therewith have been made by the due date therefore (including any extensions). The Employee Benefit Plans have been administered in accordance with their terms in all material respects and practicesare in compliance with applicable Law in all material respects. Neither Allegiance nor any trade or business (whether or not incorporated) which is or has ever been under common control, or which is or has ever been treated as a single employer, with Allegiance under Section 414(b), (c), (m) or (o) of the Code (“ERISA Affiliate”) have at any time within the last six years, maintained, contributed to, or had any obligation to the documents required contribute to, or has any liability (fixed or contingent) with respect to, any “single-employer plan” as defined in Section 4001(a)(15) of ERISA or any plan subject to be provided in clauses Sections 4063 or 4064 of ERISA (i) through (v“multiple employer plan”). (b) The Company has provided to Parent (i) a schedule that sets forth, for each Key Employee, director and independent contractor of the Company or any of its Subsidiaries, his or her name, title, annual base salary, most recent annual bonus received, current annual bonus opportunity, hire date, location, whether full- or part-time, and whether active or on leave, and (B) and (ii) a schedule that sets forth, for all other employees of the Company or any of its Subsidiaries, an anonymized list indicating his or her title, annual base salary, hire date, location, whether full- or part-time, and whether active or on leave (collectively, the “Each Employee Census”). As of the date of this Agreement, no Key Employee has indicated to the Company or any of its Subsidiaries that he or she intends to resign or retire as a result of the transactions contemplated by this Agreement or otherwise within one (1) year after the Closing Date. (i) Each Plan has been maintained, operated, and administered in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code, and (ii) except as would not reasonably be expected to result in a material liability to the Company or any of its Subsidiaries, individually or in the aggregate, no nonexempt “prohibited transaction” (within the meaning of Section 4975 of the Code and Section 406 of ERISA) has occurred or, to the Knowledge of the Company, is reasonably expected to occur with respect to any Plan. (d) Each Benefit Plan intended to be qualified under Section 401(a) of the Code Code, and the trust (if any) forming a part thereof, is so qualified and tax exempt under Code Section 401(a) and 501(a) and has been determined by received a favorable determination letter from the IRS as to be so qualified, its qualification under the Code and to the effect that each such trust created thereunder has been determined by the IRS to be is exempt from Tax taxation under the provisions of Section 501(a) of the Code, which determination letter covers the GUST Amendments and to the Knowledge of Sellers, nothing has occurred since the date of any such determination letter that could reasonably be expected to adversely affect the such qualification of such Planor tax-exempt status. (ec) Except Allegiance does not provide nor is it obligated to provide, any life insurance or health benefits, including prescription drugs (whether or not insured) to any individual after his or her termination of employment or service with any of the Sellers or the Operating Subsidiaries, except as could not may be reasonably expected to result in material liability to required under COBRA and at the Company expense of the individual or any Company Subsidiary, each Plan, the individual’s beneficiary and any award thereunder, that is or forms part of except as provided under severance agreements. Sellers and their ERISA Affiliates which maintain a “nonqualified deferred compensation group health plan” within the meaning of Sections 409A or 457A Section 5000(b)(1) of the Code have complied in all material respects with the notice and continuation requirements of COBRA and the regulations thereunder and comparable state laws. (d) Schedule 4.23(d) of the Disclosure Schedules lists each multiemployer plan (as defined in Section 4001(a)(3) of ERISA) to which the Sellers or their ERISA Affiliates are obligated to contribute (“Multiemployer Plan”), and there is no potential liability under any other multiemployer plan to which the Sellers or their ERISA Affiliates are, or within the preceding six (6) years were, obligated to contribute. To Sellers’ Knowledge: (i) no condition exists and (ii) no event has occurred with respect to any Multiemployer Plan that presents a material risk of a complete or partial withdrawal of the Sellers or any ERISA Affiliate under subtitle E of Title IV of ERISA and the Sellers and their ERISA Affiliates have not, within the preceding six years, withdrawn in a complete or partial withdrawal from any multiemployer plan or incurred any contingent liability under Section 4204 of ERISA. To the Sellers’ Knowledge, no Multiemployer Plan is in “reorganization” or “insolvent.” (e) There are no collective bargaining agreements with any labor union representing Employees. There is no Employee labor strike, dispute, slowdown, or stoppage pending or, to the Sellers’ Knowledge, threatened by Employees against Allegiance. To Sellers’ Knowledge: (i) no collective bargaining agreement is currently being negotiated and (ii) no organizing effort is currently being made or has been maintainedthreatened with respect to the Employees. Allegiance is and has been in material compliance with all Laws relating to employment practices, terms and conditions of employment (including termination of employment), wages, hours of work and occupational safety and health, and worker classification and at all times since November 23, 1999, has been in form and operation, material compliance with the requirements of the Immigration Reform Control Act of 1986. Allegiance is in compliance with WARN and any similar state or local “mass layoff” or “plant closing” Law in all applicable requirements of Sections 409A and 457A of material respects. There is no unfair labor practice complaint pending or, to Sellers’ Knowledge, threatened against Allegiance before the Code. Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any current or former employee, director, officer or independent contractor of the Company or any of its Subsidiaries for any Tax incurred by such individual, including under Sections 409A, 457A or 4999 of the CodeNational Labor Relations Board. (f) Other than routine claims for benefitsThere is no Assumed Contract covering any person that, there are no suitsindividually or collectively, claims, proceedings, actions, governmental audits or investigations that are pending or, could give rise to the Knowledge of the Company, threatened, against or involving any Plan. (g) Neither the Company nor any ERISA Affiliate currently has, or within the six-year period immediately prior to the date of this Agreement, had, an obligation to contribute to a “defined benefit plan” as defined in Section 3(35) of ERISA, a pension plan subject to the funding standards of Section 302 of ERISA or Section 412 of the Code or a “multiemployer plan” as defined in Section 3(37) of ERISA or Section 414(f) of the Code. No liability under Title IV or Section 302 of ERISA has been incurred by the Company or any ERISA Affiliate that has not been satisfied in full, and, no condition exists that would reasonably be expected to present a material risk to the Company or any of its Subsidiaries of incurring any such liability. (h) Except as set forth in Section 4.09(h) of the Company Disclosure Letter, no Plan provides for post-retirement or other post-employment welfare benefits (other than health care continuation coverage (i) as required by Section 4980B of the Code or similar state or local Law or (ii) health care coverage through the end of the calendar month in which a termination of employment occurs). (i) Except as set forth in Section 4.09(i) of the Company Disclosure Letter, neither the execution by the Company of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in combination with a subsequent termination of employment or other event) result in the payment of any amount, amount that would, individually or in combination with any other payment, would constitute an “excess parachute payment,” as defined in within the meaning the Section 280G(b)(1) 280G of the Code. (j) Except as set forth in Section 4.09(j) of the Company Disclosure Letter or as provided for in this Agreement, neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or together with the occurrence of any additional or subsequent events) (i) entitle any current or former employee, director, or individual independent contractor of the Company Internal Revenue Code or any Company Subsidiary to any payment similar provision of compensation foreign, state or benefits from the Company or any Company Subsidiary; (ii) increase the amount of compensation or benefits due to any such individual; or (iii) accelerate the vesting, funding or time of payment of any compensation, equity award or other benefit. (k) Each International Plan (i) has been maintained in all material respects in accordance with its terms and applicable Laws, (ii) if intended to qualify for special tax treatment, meets all the requirements for such treatment, and (iii) if required, to any extent, to be funded, book-reserved or secured by an insurance policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles. (l) None of the Company or any Company Subsidiary is or has been within the past three (3) years a party to, bound by, or in the process of negotiating, any labor or collective bargaining agreement with any labor union or other labor organization. There are no labor unions or other labor organizations representing, or, to the Knowledge of the Company, purporting to represent or attempting to represent, any employee of the Company or any of its Subsidiaries in their capacities as such, nor has any such action or attempt occurred within the past three (3) years. There is no pending or, to the Knowledge of the Company, threatened in writing labor strike, dispute, walkout, work stoppage, picketing, hand billing, slowdown or lockout against the Company or any of its Subsidiaries, and no such strike, dispute, walkout, work stoppage, picketing, hand billing, slowdown or lockout has occurred within the past three (3) years. The consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council or other employee representative body is not required for the Company to enter into this Agreement or to consummate any of the transactions contemplated hereby. (m) Except as has not and would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect, the Company and each of its Subsidiaries is, and has been since January 1, 2013, in compliance with WARN and has no liabilities or other obligations thereunder. (n) Except as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect: (i) there are no unfair labor practice charges, arbitrations, suits, claims, actions, charges, litigations or other proceedings or grievances currently pending relating to any current or former employee or individual independent contractor of the Company or any Company Subsidiary and (ii) each of the Company and each Company Subsidiary is in compliance with all applicable Laws and Company policies relating to employment, including Laws relating to discrimination, hours of work, the payment of wages or overtime wages, payment and withholding of Taxes, health and safety, immigration, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance. (o) Except as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect: (i) each individual who performs services for the Company or any Company Subsidiary has been properly classified as an employee or an independent contractor, (ii) none of the Company or any Company Subsidiary has any liability by reason of an individual who performs or performed services for the Company or any Company Subsidiary in any capacity being improperly excluded from participating in a Plan, and (iii) each employee of the Company or any Company Subsidiary has been properly classified as “exempt” or “nonexempt” under applicable local Law. (p) The Company and each Company Subsidiary are not delinquent in material payments to any employees or former employees for any services or amounts required to be reimbursed or otherwise paid. (q) To the Knowledge of the Company, no Key Employee is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant, Company policy or other obligation to any third party as related to their employment with the Company. To the Knowledge of the Company, no current or former employee or independent contractor of the Company or its Subsidiaries is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation to the Company or its Subsidiaries.

Employee Benefits; Labor Matters. (a) Section 4.09(aSCHEDULE 4.23(a) OF THE DISCLOSURE SCHEDULES sets forth a list of all material "employee benefit plans," as defined in section 3(3) of the Company Disclosure Letter contains ERISA (whether or not subject to ERISA) other than a true"multiemployer plan," as defined in Section 3(37) of ERISA, correct and complete list identifying each material Plancafeteria, material bonus, incentive or deferred compensation, severance, termination, retention, change of control, stock option, stock appreciation, stock purchase, phantom stock or other equity-based, loan, performance or other employee or retiree benefit or compensation plan, program, arrangement, agreement, policy or understanding, whether written or unwritten, under which any Employee or former Employee (including any beneficiaries and dependents thereof) is or may become eligible to participate or derive a benefit and that is or has been maintained, established or contributed to or required to be contributed to by Allegiance ("EMPLOYEE BENEFIT PLANS"). For With respect to each such Employee Benefit Plan, the Company has provided to Parent a true, correct and complete copy of such each of the following documents (if applicable) has been PROVIDED or made available to Buyer: (i) the most recent plan (or a description, if such plan is not written) document for any Employee Benefit Plan covered by ERISA and all amendments thereto and, as applicable, (i) all trust agreements, insurance contracts or other funding arrangements and amendments thereto, ; (ii) the current prospectus or most recent summary plan description and all summaries of material modifications, description; (iii) the most recent favorable determination trust document or opinion letter from the IRS, any third party funding vehicle (including insurance) and all amendments thereto; (iv) the two most recently recent Forms 5500 required to have been filed annual return/report (Form 5500) with the IRS and accompanying all schedules and attachments thereto, (v) and the most recently prepared actuarial report and financial statements and (vi) if such plan is an International Plan, documents that are substantially comparable (taking into account differences in recent IRS determination letter. All contributions required to have been made by Allegiance under any Employee Benefit Plan or any applicable Law to any trusts established thereunder or in connection therewith have been made by the due date therefore (including any extensions). The Employee Benefit Plans have been administered in accordance with their terms in all material respects and practicesare in compliance with applicable Law in all material respects. Neither Allegiance nor any trade or business (whether or not incorporated) which is or has ever been under common control, or which is or has ever been treated as a single employer, with Allegiance under Section 414(b), (c), (m) or (o) of the Code ("ERISA AFFILIATE") have at any time within the last six years, maintained, contributed to, or had any obligation to the documents required contribute to, or has any liability (fixed or contingent) with respect to, any "single-employer plan" as defined in Section 4001(a)(15) of ERISA or any plan subject to be provided in clauses Sections 4063 or 4064 of ERISA (i) through (v"MULTIPLE EMPLOYER PLAN"). (b) The Company has provided to Parent (i) a schedule that sets forth, for each Key Employee, director and independent contractor of the Company or any of its Subsidiaries, his or her name, title, annual base salary, most recent annual bonus received, current annual bonus opportunity, hire date, location, whether full- or part-time, and whether active or on leave, and (B) and (ii) a schedule that sets forth, for all other employees of the Company or any of its Subsidiaries, an anonymized list indicating his or her title, annual base salary, hire date, location, whether full- or part-time, and whether active or on leave (collectively, the “Each Employee Census”). As of the date of this Agreement, no Key Employee has indicated to the Company or any of its Subsidiaries that he or she intends to resign or retire as a result of the transactions contemplated by this Agreement or otherwise within one (1) year after the Closing Date. (i) Each Plan has been maintained, operated, and administered in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code, and (ii) except as would not reasonably be expected to result in a material liability to the Company or any of its Subsidiaries, individually or in the aggregate, no nonexempt “prohibited transaction” (within the meaning of Section 4975 of the Code and Section 406 of ERISA) has occurred or, to the Knowledge of the Company, is reasonably expected to occur with respect to any Plan. (d) Each Benefit Plan intended to be qualified under Section 401(a) of the Code Code, and the trust (if any) forming a part thereof, is so qualified and tax exempt under Code Section 401(a) and 501(a) and has been determined by received a favorable determination letter from the IRS as to be so qualified, its qualification under the Code and to the effect that each such trust created thereunder has been determined by the IRS to be is exempt from Tax taxation under the provisions of Section 501(a) of the Code, which determination letter covers the GUST Amendments and to the Knowledge of Sellers, nothing has occurred since the date of any such determination letter that could reasonably be expected to adversely affect such qualification or tax-exempt status. (c) Allegiance does not provide nor is it obligated to provide, any life insurance or health benefits, including prescription drugs (whether or not insured) to any individual after his or her termination of employment or service with any of the qualification Sellers or the Operating Subsidiaries, except as may be required under COBRA and at the expense of such Planthe individual or the individual's beneficiary and except as PROVIDED under severance agreements. Sellers and their ERISA Affiliates which maintain a "group health plan" within the meaning of Section 5000(b)(1) of the Code have complied in all material respects with the notice and continuation requirements of COBRA and the regulations thereunder and comparable state laws. (d) SCHEDULE 4.23(d) OF THE DISCLOSURE SCHEDULES lists each multiemployer plan (as defined in Section 4001(a)(3) of ERISA) to which the Sellers or their ERISA Affiliates are obligated to contribute ("MULTIEMPLOYER PLAN"), and there is no potential liability under any other multiemployer plan to which the Sellers or their ERISA Affiliates are, or within the preceding six (6) years were, obligated to contribute. To Sellers' Knowledge: (i) no condition exists and (ii) no event has occurred with respect to any Multiemployer Plan that presents a material risk of a complete or partial withdrawal of the Sellers or any ERISA Affiliate under subtitle E of Title IV of ERISA and the Sellers and their ERISA Affiliates have not, within the preceding six years, withdrawn in a complete or partial withdrawal from any multiemployer plan or incurred any contingent liability under Section 4204 of ERISA. To the Sellers' Knowledge, no Multiemployer Plan is in "reorganization" or "insolvent." (e) Except as could not be reasonably expected There are no collective bargaining agreements with any labor union representing Employees. There is no Employee labor strike, dispute, slowdown, or stoppage pending or, to result the Sellers' Knowledge, threatened by Employees against Allegiance. To Sellers' Knowledge: (i) no collective bargaining agreement is currently being negotiated and (ii) no organizing effort is currently being made or has been threatened with respect to the Employees. Allegiance is and has been in material liability compliance with all Laws relating to the Company or any Company Subsidiaryemployment practices, each Planterms and conditions of employment (including termination of employment), wages, hours of work and occupational safety and health, and any award thereunderworker classification and at all times since November 23, that is or forms part of a “nonqualified deferred compensation plan” within 1999, has been in material compliance with the meaning of Sections 409A or 457A requirements of the Code has been maintained, in form and operation, Immigration Reform Control Act of 1986. Allegiance is in compliance with WARN and any similar state or local "mass layoff" or "plant closing" Law in all applicable requirements of Sections 409A and 457A of material respects. There is no unfair labor practice complaint pending or, to Sellers' Knowledge, threatened against Allegiance before the Code. Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any current or former employee, director, officer or independent contractor of the Company or any of its Subsidiaries for any Tax incurred by such individual, including under Sections 409A, 457A or 4999 of the CodeNational Labor Relations Board. (f) Other than routine claims for benefitsThere is no Assumed Contract covering any person that, there are no suitsindividually or collectively, claims, proceedings, actions, governmental audits or investigations that are pending or, could give rise to the Knowledge of the Company, threatened, against or involving any Plan. (g) Neither the Company nor any ERISA Affiliate currently has, or within the six-year period immediately prior to the date of this Agreement, had, an obligation to contribute to a “defined benefit plan” as defined in Section 3(35) of ERISA, a pension plan subject to the funding standards of Section 302 of ERISA or Section 412 of the Code or a “multiemployer plan” as defined in Section 3(37) of ERISA or Section 414(f) of the Code. No liability under Title IV or Section 302 of ERISA has been incurred by the Company or any ERISA Affiliate that has not been satisfied in full, and, no condition exists that would reasonably be expected to present a material risk to the Company or any of its Subsidiaries of incurring any such liability. (h) Except as set forth in Section 4.09(h) of the Company Disclosure Letter, no Plan provides for post-retirement or other post-employment welfare benefits (other than health care continuation coverage (i) as required by Section 4980B of the Code or similar state or local Law or (ii) health care coverage through the end of the calendar month in which a termination of employment occurs). (i) Except as set forth in Section 4.09(i) of the Company Disclosure Letter, neither the execution by the Company of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in combination with a subsequent termination of employment or other event) result in the payment of any amount, amount that would, individually or in combination with any other payment, would constitute an “"excess parachute payment,” as defined in " within the meaning the Section 280G(b)(1) 280G of the Code. (j) Except as set forth in Section 4.09(j) of the Company Disclosure Letter or as provided for in this Agreement, neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or together with the occurrence of any additional or subsequent events) (i) entitle any current or former employee, director, or individual independent contractor of the Company Internal Revenue Code or any Company Subsidiary to any payment similar provision of compensation foreign, state or benefits from the Company or any Company Subsidiary; (ii) increase the amount of compensation or benefits due to any such individual; or (iii) accelerate the vesting, funding or time of payment of any compensation, equity award or other benefit. (k) Each International Plan (i) has been maintained in all material respects in accordance with its terms and applicable Laws, (ii) if intended to qualify for special tax treatment, meets all the requirements for such treatment, and (iii) if required, to any extent, to be funded, book-reserved or secured by an insurance policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles. (l) None of the Company or any Company Subsidiary is or has been within the past three (3) years a party to, bound by, or in the process of negotiating, any labor or collective bargaining agreement with any labor union or other labor organization. There are no labor unions or other labor organizations representing, or, to the Knowledge of the Company, purporting to represent or attempting to represent, any employee of the Company or any of its Subsidiaries in their capacities as such, nor has any such action or attempt occurred within the past three (3) years. There is no pending or, to the Knowledge of the Company, threatened in writing labor strike, dispute, walkout, work stoppage, picketing, hand billing, slowdown or lockout against the Company or any of its Subsidiaries, and no such strike, dispute, walkout, work stoppage, picketing, hand billing, slowdown or lockout has occurred within the past three (3) years. The consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council or other employee representative body is not required for the Company to enter into this Agreement or to consummate any of the transactions contemplated hereby. (m) Except as has not and would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect, the Company and each of its Subsidiaries is, and has been since January 1, 2013, in compliance with WARN and has no liabilities or other obligations thereunder. (n) Except as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect: (i) there are no unfair labor practice charges, arbitrations, suits, claims, actions, charges, litigations or other proceedings or grievances currently pending relating to any current or former employee or individual independent contractor of the Company or any Company Subsidiary and (ii) each of the Company and each Company Subsidiary is in compliance with all applicable Laws and Company policies relating to employment, including Laws relating to discrimination, hours of work, the payment of wages or overtime wages, payment and withholding of Taxes, health and safety, immigration, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance. (o) Except as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect: (i) each individual who performs services for the Company or any Company Subsidiary has been properly classified as an employee or an independent contractor, (ii) none of the Company or any Company Subsidiary has any liability by reason of an individual who performs or performed services for the Company or any Company Subsidiary in any capacity being improperly excluded from participating in a Plan, and (iii) each employee of the Company or any Company Subsidiary has been properly classified as “exempt” or “nonexempt” under applicable local Law. (p) The Company and each Company Subsidiary are not delinquent in material payments to any employees or former employees for any services or amounts required to be reimbursed or otherwise paid. (q) To the Knowledge of the Company, no Key Employee is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant, Company policy or other obligation to any third party as related to their employment with the Company. To the Knowledge of the Company, no current or former employee or independent contractor of the Company or its Subsidiaries is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation to the Company or its Subsidiaries.

Employee Benefits; Labor Matters. (a) Section 4.09(a3.10(a) of the Company Newpark Disclosure Letter contains Schedule sets forth a true, correct true and complete list identifying of all material Benefit Plans. With respect to each material Plan. For each such Benefit Plan, the Company Newpark and/or Newpark Texas has provided made available to Parent a true, Purchaser true and correct and complete copy copies of such plan (or a description, if such plan is not written) and all amendments thereto and, as applicable, (i) each material Benefit Plan (or, if not written, a written summary of its material terms), including without limitation all plan documents, trust agreements, insurance contracts or other funding arrangements vehicles and all amendments thereto, (ii) the all current prospectus or summary plan description and all summaries of material modificationsdescriptions, (iii) the most recent favorable determination or opinion letter from annual report (Form 5500 series) filed with the Internal Revenue Service (“IRS”) with respect to such Benefit Plan, (iv) the most recently filed annual return/recent actuarial report (Form 5500) and accompanying schedules and attachments theretoor other financial statement relating to such Benefit Plan, (v) the most recently prepared actuarial report recent determination or opinion letter, if any, issued by the IRS with respect to any Benefit Plan and financial statements and any pending request for such a determination, (vi) if such plan is an International the most recent nondiscrimination tests performed under the Code (including 401(k) and 401(m) tests) for each Benefit Plan, documents that are substantially comparable (taking into account differences in applicable Law and practicesvii) to all material filings, other than routine tax filings, made with any Governmental Entity, including without limitation any filings under the documents required to be provided in clauses Employee Plan Compliance Resolution System (i“EPCRS”) through or the Department of Labor Voluntary Delinquent Filer or Voluntary Fiduciary Correction Programs during the past twelve (v)12) months. (b) The Company has provided With respect to Parent the Benefit Plans identified in Section 3.10(a) of the Newpark Disclosure Schedule, as applicable, and except as set forth in Section 3.10(b) of the Newpark Disclosure Schedule, (i) a schedule that sets forth, for each Key Employee, director and independent contractor of the Company or any of its Subsidiaries, his or her name, title, annual base salary, most recent annual bonus received, current annual bonus opportunity, hire date, location, whether full- or part-time, and whether active or on leave, and (B) and (ii) a schedule that sets forth, for all other employees of the Company or any of its Subsidiaries, an anonymized list indicating his or her title, annual base salary, hire date, location, whether full- or part-time, and whether active or on leave (collectively, the “Employee Census”). As of the date of this Agreement, no Key Employee has indicated to the Company or any of its Subsidiaries that he or she intends to resign or retire as a result of the transactions contemplated by this Agreement or otherwise within one (1) year after the Closing Date. (i) Each Plan has been maintained, operated, and administered operated in all material respects in accordance with its terms and the requirements of all in compliance with applicable Laws, including ERISA applicable provisions of ERISA, the Code and the Code, and other applicable Law; (ii) except each that is intended to be qualified within the meaning of Section 401(a) of the Code has received a favorable determination letter as to its qualification; (iii) no “reportable event” (as such term is defined in Section 4043 of ERISA) that would not reasonably be expected to result in a material liability to the Company or any of its Subsidiaries, individually or in the aggregateliability, no nonexempt “prohibited transaction” (within the meaning as such term is defined in Section 406 of ERISA and Section 4975 of the Code Code) or “accumulated funding deficiency” (as such term is defined in Section 302 of ERISA and Section 406 412 of ERISAthe Code (whether or not waived) has occurred or, to the Knowledge of the Company, is reasonably expected to occur with respect to any such plan that is subject to ERISA; (iv) no suit, administrative proceeding, action or other litigation is pending, or to the knowledge of Newpark or Newpark Texas is threatened, against or with respect to any such Benefit Plan. (d) Each Plan intended to be qualified under Section 401(a) of the Code is so qualified and has been determined , including any audit or inquiry by the IRS or United States Department of Labor (other than routine benefits claims), which could continue to be so qualifieda liability of a Transferred Entity after the Effective Time, (v) no Transferred Entity has any liability under ERISA Section 502, (vi) all contributions and payments to such Benefit Plan are deductible and have been deductible under Code Sections 162 or 404, and each trust created thereunder has been determined by the IRS to be exempt from Tax under the provisions of Section 501(a(vii) of the Code, and nothing has occurred since the date of any such determination that could reasonably be expected to adversely affect the qualification of such Plan. (e) Except as could not be reasonably expected to result in material liability to the Company or any Company Subsidiary, each Plan, and any award thereunder, that is or forms part of a “nonqualified deferred compensation plan” within the meaning of Sections 409A or 457A of the Code has been maintained, in form and operation, in compliance with all applicable requirements of Sections 409A and 457A of the Code. Neither the Company nor any of its Subsidiaries no Transferred Entity has any obligation to gross-up, indemnify or otherwise reimburse any current or former employee, director, officer or independent contractor of the Company or any of its Subsidiaries liability for any Tax incurred by such individual, including an excise tax under Sections 409A, 457A or 4999 Chapter 43 of the Code. (fc) Other than routine claims for benefits, there are no suits, claims, proceedings, actions, governmental audits or investigations that are pending or, to the Knowledge Except as set forth in Section 3.10(c) of the CompanyNewpark Disclosure Schedule, threatenedall contributions or payments required to be made or accrued before the Effective Time under the terms of any Benefit Plan in which any Transferred Employees participate will have been made or accrued by the Effective Time, against except where the failure to make any such contribution or involving any Plan. (g) Neither payment would not, individually or in the Company nor any ERISA Affiliate currently hasaggregate, or within the six-year period immediately prior to the date of this Agreement, had, an obligation to contribute to have a “defined benefit plan” as defined in Section 3(35) of ERISA, a pension plan Material Adverse Effect. No Benefit Plan is subject to the funding standards of Section 302 Title IV of ERISA or Section 412 of the Code Code. No Transferred Entity has incurred or reasonably is expected to incur any liability to the Pension Benefit Guaranty Corporation with respect to any Benefit Plan. No Benefit Plan is a “multiemployer plan” (as defined in Section 3(37) of ERISA ERISA). (d) Except as required by Law, no Benefit Plan provides any of the following retiree or post-employment benefits to any Person: medical, disability or life insurance benefits. No Benefit Plan is a voluntary employee beneficiary association under Section 414(f501(a)(9) of the Code. No liability under Title IV or Section 302 of ERISA has been incurred by the Company or any ERISA Affiliate that has not been satisfied in full, and, no condition exists that would reasonably be expected to present a material risk to the Company or any of Newpark and its Subsidiaries are in material compliance with (i) the requirements of incurring the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations (including proposed regulations) thereunder and any such liabilitysimilar state Law and (ii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations (including the proposed regulations) thereunder. (he) Except No payment or benefit provided pursuant to any Benefit Plan between a Transferred Entity and any “service provider” (as set forth such term is defined in Section 4.09(h) of the Company Disclosure Letter, no Plan provides for post-retirement or other post-employment welfare benefits (other than health care continuation coverage (i) as required by Section 4980B 409A of the Code and the Treasury Regulations and IRS guidance thereunder) will or similar state or local Law or (ii) health care coverage through may provide for the end deferral of compensation subject to Section 409A of the calendar month in which a termination of employment occurs). (i) Except as set forth in Section 4.09(i) of the Company Disclosure LetterCode, neither whether pursuant to the execution by the Company and delivery of this Agreement nor or the consummation of the transactions contemplated hereby will (either alone or in combination with a subsequent termination of employment or other event) result in the payment of any amount, that would, individually or in combination with any other payment, constitute an “excess parachute payment,” as defined in Section 280G(b)(1) of the Code. (j) Except as set forth in Section 4.09(j) of the Company Disclosure Letter or as provided for in this Agreement, neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or together with upon the occurrence of any additional or subsequent events) or otherwise. (if) entitle any current or former employee, director, or individual independent contractor Section 3.10(f) of the Company or any Company Subsidiary to any payment Newpark Disclosure Schedule lists all current employees of the Transferred Entities as of April 1, 2008 and their hourly rates of compensation or benefits from base salaries (as applicable) and their respective accrued vacation, sick leave and other paid time off days. In addition, to the Company or extent any Company Subsidiary; (iicurrent employee of a Transferred Entity is on a leave of absence as of April 1, 2008, Section 3.10(f) increase of the amount Newpark Disclosure Schedule indicates the nature of compensation or benefits due such leave of absence and each such employee’s anticipated date of return to any such individual; or (iii) accelerate the vesting, funding or time of payment of any compensation, equity award or other benefit. (k) Each International Plan (i) has been maintained active employment. The Transferred Entities currently comply in all material respects in accordance with its terms and applicable Laws, (ii) if intended to qualify for special tax treatment, meets all the requirements for such treatment, and (iii) if required, to any extent, to be funded, book-reserved or secured by an insurance policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles. (l) None of the Company or any Company Subsidiary is or has been within during the past three (3) years a party have continuously complied in all material respects, with all Laws relating to the hiring, employment and termination of workers, including, but not limited to, bound byLaws relating to the classification of workers, wages, hours, overtime, employment taxes, equal employment opportunity, non-discrimination, medical leave, military leave, and immigration and with all Laws governing occupational health and safety. (g) None of the Transferred Entities is delinquent in payments to, or in the process of negotiatingon behalf of, any labor or collective bargaining agreement with employees for any labor union wages, salaries, commissions, bonuses or other labor organizationdirect compensation for any services performed by employees to date or amounts required to be reimbursed to such employees. None of the Transferred Entities is delinquent in payments of any employment taxes on behalf of any employees with respect to services provided through the Closing Date. There are has been no labor unions or other labor organizations representing, charge of discrimination filed or, to the Knowledge knowledge of Newpark, threatened, against any of the Company, purporting to represent Transferred Entities with the Equal Employment Opportunity Commission or attempting to represent, any employee of the Company or any of its Subsidiaries in their capacities as such, nor has any such action or attempt occurred within the past three (3) yearssimilar Governmental Entity. There is no pending or, to the Knowledge knowledge of Newpark, threatened administrative or judicial proceeding or material investigation under the Fair Labor Standards Act, the Family and Medical Leave Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, Title VII of the CompanyCivil Rights Act of 1964, the Occupational Safety and Health Act, the National Labor Relations Act, ERISA, the Code, or any other federal or state Law relating to the employees of the Transferred Entities. (h) None of the Transferred Entities is a party to or otherwise bound by any collective bargaining agreement or other contract or agreement with any labor organization, nor is any such contract or agreement presently being negotiated. There is no pending or, to the knowledge of Newpark, threatened in writing (i) material unfair labor strikepractice, disputelabor dispute (other than routine individual grievances), walkout, work stoppage, picketing, hand billing, slowdown labor arbitration proceeding or lockout Action pertaining to labor issues or matters against the Company Transferred Entities relating to the Business, by or on behalf of any employee, prospective employee, former employee, labor organization or Governmental Entity, (ii) material activity or proceeding by a labor union or representative thereof to organize any employees of the Transferred Entities, or (iii) lockouts, strikes, material slowdowns, material work stoppages or other material labor controversies by or with respect to employees of the Transferred Entities. (i) None of Newpark, Newpark Texas or any Transferred Entity has received any notice of its Subsidiariesany violation of any immigration and naturalization Laws relating to employment and employees, and each of Newpark, Newpark Texas and any Transferred Entity has properly completed and maintained all applicable immigration and naturalization forms as required by Law (including, where applicable but not limited to, I-9 forms) with respect to the past and present employees of the Business. Newpark, Newpark Texas and the Transferred Entities are in compliance with all such immigration and naturalization Laws and there are no citations, investigations, administrative proceedings or formal complaints or violations of the immigration or naturalization Laws pending or, to Newpark’s knowledge, threatened before any Governmental Entity involving any past or present employees of the Business. (j) Section 3.10(j) of the Newpark Disclosure Schedule sets forth a true, complete and correct description of (i) all pending or, to the knowledge of Newpark, threatened claims as of the date hereof and immediately prior to the Closing of past or present employees of the Business for compensation for injury, disability or illness arising out of such strikeemployee’s employment in the Business, dispute, walkout, work stoppage, picketing, hand billing, slowdown or lockout has and (ii) any accident that occurred within the past three (3) years. The consent or consultation of, or the rendering of formal advice by, two years in which any labor or trade union, works council or other employee representative body is not required for the Company to enter into this Agreement or to consummate any of the transactions contemplated hereby. (m) Except as has not and would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect, the Company and each of its Subsidiaries is, and has been since January 1, 2013, in compliance with WARN and has no liabilities or other obligations thereunder. (n) Except as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect: (i) there are no unfair labor practice charges, arbitrations, suits, claims, actions, charges, litigations or other proceedings or grievances currently pending relating to any current or former employee or individual independent contractor of the Company or any Company Subsidiary and (ii) each of the Company and each Company Subsidiary is in compliance with all applicable Laws and Company policies relating to employment, including Laws relating to discrimination, hours of work, the payment of wages or overtime wages, payment and withholding of Taxes, health and safety, immigration, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance. (o) Except as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect: (i) each individual who performs services for the Company or any Company Subsidiary has been properly classified as an employee or an independent contractor, (ii) none of the Company or any Company Subsidiary has any liability by reason of an individual who performs or performed services for the Company or any Company Subsidiary in any capacity being improperly excluded from participating in a Plan, and (iii) each employee of the Company or any Company Subsidiary has been properly classified as “exempt” or “nonexempt” under applicable LawBusiness was injured within the course and scope of employment. (p) The Company and each Company Subsidiary are not delinquent in material payments to any employees or former employees for any services or amounts required to be reimbursed or otherwise paid. (q) To the Knowledge of the Company, no Key Employee is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant, Company policy or other obligation to any third party as related to their employment with the Company. To the Knowledge of the Company, no current or former employee or independent contractor of the Company or its Subsidiaries is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation to the Company or its Subsidiaries.