Common use of Employee Benefits Plans Clause in Contracts

Employee Benefits Plans. (a) Except as set forth on SCHEDULE 2.17, neither Sellers, the Company nor any Affiliate of Sellers, the Company, nor the Business, nor any portion of the Business (all of the above hereinafter individually and collectively called the "ENTITY"), nor any other company or entity which together with the Entity constitutes a member of the Entity's "controlled group" or "affiliated service group" (within the meaning of Sections 4001(a)(14) and/or (b) of ERISA and/or Sections 414(b), (c), (m) or (o) of the Code (such group or groups and each member thereof hereinafter referred to individually and collectively as the "GROUP")), has at any time adopted or maintained, has any Liability or is a fiduciary with respect to or has any present or future obligation to contribute to or make payment under (i) any employee benefit plan (as defined in Section 3(3) of ERISA), or (ii) any other benefit plan, program, contract or arrangement of any kind whatsoever (whether for the benefit of present, former, retired or future employees, officers, directors or consultants of the Entity or the Group, or for the benefit of any other person or persons) including, without limitation, arrangements providing for contributions, benefits or payments in the event of a change of ownership or control in whole or in part of the Entity or the Group, or with respect to disability, relocation, child care, educational assistance, deferred compensation, pension, retirement, profit sharing, thrift, savings, stock ownership, stock bonus, restricted stock, health, dental, medical, life, hospitalization, stock purchase, stock option, incentive, bonus, sabbatical leave, vacation, severance or other contribution, benefit or payment of any kind, or (iii) any employment, consulting, service or other contract or agreement of any kind whatsoever (all such employee benefit plans and other benefit plans, programs, contracts or arrangements and such employment, consulting, service or other contracts or agreements whether written or oral hereinafter individually and collectively called the "EMPLOYEE BENEFIT PLAN(S)"). No Employee Benefit Plan is subject to Title IV of ERISA. No Entity and no Group has completely or partially withdrawn within the meaning of Title IV of ERISA from any "multiemployer plan" within the meaning of Section 3(37) of ERISA. (b) In addition, except as set forth in SCHEDULE 2.17 hereof, (i) there have been no "prohibited transactions" within the meaning of Section 406 of ERISA or Section 4975 of the Code with respect to the Employee Benefit Plans; (ii) no Liability has been or is expected to be incurred by the Entity or the Group under Title IV of ERISA with respect to the Employee Benefit Plans; (iii) any and all amounts which the Entity or the Group are required to pay as contributions or otherwise, or with respect to the Employee Benefit Plans have been timely paid; (iv) no Employee Benefit Plan has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, and no Entity or Group has provided, or is required to provide, security to any Employee Benefit Plan; (v) the current value of all "benefit liabilities" within the meaning of Section 4001(a)(16) of ERISA under each Employee Benefit Plan which is subject to Title IV of ERISA or otherwise, does not exceed the current value of the assets of such Employee Benefit Plan allocable to such benefit liabilities; (vi) each of the Employee Benefit Plans has been established, maintained, operated and administered in accordance with its terms and all applicable Laws; (vii) each of the Employee Benefit Plans which is intended to be "qualified" within the meaning of Sections 401(a) and 501(a) of the Code has been determined by the IRS to be so qualified and continues to be so qualified; (viii) there are no pending, threatened or anticipated Claims involving any of the Employee Benefit Plans other than routine claims for benefits pursuant to the terms thereof; (ix) the Entity and the Group have not incurred and will not incur any withdrawal liability with respect to a multiemployer plan under Title IV of ERISA; (x) no notice of a "reportable event" within the meaning of Section 4043 of ERISA has been or is required to be filed with respect to any Employee Benefit Plan; (xi) neither the Entity nor the Group is a party to, or participates in, or has any Liability or contingent Liability with respect to any multiemployer plan within the meaning of Section 3(37) of ERISA; (xii) neither the execution and delivery of this Agreement nor the consummation of the Contemplated Transactions will (either alone or upon the occurrence of additional events or acts) accelerate vesting or any benefits or any payments or increase the amount or value of any benefit or payment under any Employee Benefit Plan; and (xiii) neither the Entity nor the Group has any obligation or commitment to establish, maintain, operate or administer any Employee Benefit Plan not set forth on SCHEDULE 2.17 or to amend any Employee Benefit Plan so as to increase benefits thereunder or otherwise. (c) A true and correct copy of each of the Employee Benefit Plans (and all amendments thereto, whether currently effective or to become effective at a later date) and all contracts and agreements relating thereto, or to the funding thereof (including, without limitation, all trust agreements, insurance Contracts, investment management agreements, subscription and participation agreements, administration and recordkeeping agreements) have been provided to Buyer. Each Employee Benefit Plan sponsored or maintained by the Company, and all contracts and agreements relating thereto or to the funding thereof, can be unilaterally terminated without penalty by the Company on no more than thirty (30) days' notice, and all obligations of the Company with respect to all other Employee Benefit Plans can be unilaterally terminated without penalty by the Company on no more than thirty (30) days' notice. In the case of any Employee Benefit Plan which is not in written form, an accurate and complete description of such Employee Benefit Plan has been provided to Buyer. With respect to each Employee Benefit Plan, Buyer has been provided with a true and complete copy of each of (i) the three most recent annual reports (IRS Form 5500 series), Pension Benefit Guaranty Corporation filings and actuarial reports, and (ii) the most recent summary plan description (including summaries of material modification), IRS determination letter and/or ruling, and, in the case of any funded Employee Benefit Plan, a current schedule of Assets (and the fair market value thereof assuming liquidation of any asset which is not readily tradeable) held with respect thereto, and there have been no material changes in the financial condition in the respective Employee Benefit Plans (or other information provided hereunder) from that stated in such annual report, actuarial reports and schedule of assets.

Employee Benefits Plans. (a) Except The Company has no “employee benefit plans” (as set forth defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA, or any other bonus, profit sharing, compensation, pension, severance, savings, deferred compensation, fringe benefit, insurance, welfare, post-retirement health or welfare benefit, health, life, stock option, stock purchase, restricted stock, tuition refund, service award, company car, scholarship, relocation, disability, accident, sick pay, sick leave, accrued leave, vacation, holiday, termination, unemployment, individual employment, consulting, executive compensation, incentive, commission, payroll practices, retention, change in control, non-competition, or other plan, agreement, policy, trust fund, or arrangement (whether written or unwritten, insured or self-insured) (i) currently established, maintained, sponsored, or contributed to (or with respect to which any obligation to contribute has been undertaken and currently exists) by the Company or any Company Subsidiary on SCHEDULE 2.17behalf of any employee, neither Sellersofficer, director, consultant, stockholder or other individual service provider of the Company or any Company Subsidiary (in each case, whether current, former or retired) or their dependents, spouses, or beneficiaries, or (ii) under which the Company or any ERISA Affiliate has or may have any Liability, contingent or otherwise, other than legally mandated benefit plans or arrangements. Such plans, agreements, programs, policies, commitments and arrangements are collectively referred to as the “Plans”. For purposes of this Section 2.29, the Company nor term “ERISA Affiliate” means any Affiliate of Sellersentity, including but not limited to any corporation, partnership, limited liability company, sole proprietorship, or other legal entity that, together with the Company, nor the Businessis or at any time was, nor any portion of the Business (all of the above hereinafter individually and collectively called the "ENTITY"), nor any other company or entity which together with the Entity constitutes treated as a member of the Entity's "controlled group" or "affiliated service group" (within the meaning of Sections 4001(a)(14) and/or (b) of ERISA and/or single employer under Sections 414(b), (c), (m) or (o) of the Code (such group or groups and each member thereof hereinafter referred to individually and collectively as the "GROUP")), has at any time adopted or maintained, has any Liability or is a fiduciary with respect to or has any present or future obligation to contribute to or make payment under (i) any employee benefit plan (as defined in Section 3(3) of ERISA), or (ii) any other benefit plan, program, contract or arrangement of any kind whatsoever (whether for the benefit of present, former, retired or future employees, officers, directors or consultants of the Entity or the Group, or for the benefit of any other person or persons) including, without limitation, arrangements providing for contributions, benefits or payments in the event of a change of ownership or control in whole or in part of the Entity or the Group, or with respect to disability, relocation, child care, educational assistance, deferred compensation, pension, retirement, profit sharing, thrift, savings, stock ownership, stock bonus, restricted stock, health, dental, medical, life, hospitalization, stock purchase, stock option, incentive, bonus, sabbatical leave, vacation, severance or other contribution, benefit or payment of any kind, or (iii) any employment, consulting, service or other contract or agreement of any kind whatsoever (all such employee benefit plans and other benefit plans, programs, contracts or arrangements and such employment, consulting, service or other contracts or agreements whether written or oral hereinafter individually and collectively called the "EMPLOYEE BENEFIT PLAN(S)"). No Employee Benefit Plan is subject to Title IV of ERISA. No Entity and no Group has completely or partially withdrawn within the meaning of Title IV of ERISA from any "multiemployer plan" within the meaning of Section 3(374001(b)(1) of ERISA. (b) In addition, except as set forth in SCHEDULE 2.17 hereof, (i) there have been no "prohibited transactions" within the meaning of Section 406 of ERISA or Section 4975 of the Code with respect to the Employee Benefit Plans; (ii) no Liability has been or is expected to be incurred by the Entity or the Group under Title IV of ERISA with respect to the Employee Benefit Plans; (iii) any and all amounts which the Entity or the Group are required to pay as contributions or otherwise, or with respect to the Employee Benefit Plans have been timely paid; (iv) no Employee Benefit Plan has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, and no Entity or Group has provided, or is required to provide, security to any Employee Benefit Plan; (v) the current value of all "benefit liabilities" within the meaning of Section 4001(a)(16) of ERISA under each Employee Benefit Plan which is subject to Title IV of ERISA or otherwise, does not exceed the current value of the assets of such Employee Benefit Plan allocable to such benefit liabilities; (vi) each of the Employee Benefit Plans has been established, maintained, operated and administered in accordance with its terms and all applicable Laws; (vii) each of the Employee Benefit Plans which is intended to be "qualified" within the meaning of Sections 401(a) and 501(a) of the Code has been determined by the IRS to be so qualified and continues to be so qualified; (viii) there are no pending, threatened or anticipated Claims involving any of the Employee Benefit Plans other than routine claims for benefits pursuant to the terms thereof; (ix) the Entity and the Group have not incurred and will not incur any withdrawal liability with respect to a multiemployer plan under Title IV of ERISA; (x) no notice of a "reportable event" within the meaning of Section 4043 of ERISA has been or is required to be filed with respect to any Employee Benefit Plan; (xi) neither the Entity nor the Group is a party to, or participates in, or has any Liability or contingent Liability with respect to any multiemployer plan within the meaning of Section 3(37) of ERISA; (xii) neither the execution and delivery of this Agreement nor the consummation of the Contemplated Transactions will (either alone or upon the occurrence of additional events or acts) accelerate vesting or any benefits or any payments or increase the amount or value of any benefit or payment under any Employee Benefit Plan; and (xiii) neither the Entity nor the Group has any obligation or commitment to establish, maintain, operate or administer any Employee Benefit Plan not set forth on SCHEDULE 2.17 or to amend any Employee Benefit Plan so as to increase benefits thereunder or otherwise. (c) A true and correct copy of each of the Employee Benefit Plans (and all amendments thereto, whether currently effective or to become effective at a later date) and all contracts and agreements relating thereto, or to the funding thereof (including, without limitation, all trust agreements, insurance Contracts, investment management agreements, subscription and participation agreements, administration and recordkeeping agreements) have been provided to Buyer. Each Employee Benefit Plan sponsored or maintained by the Company, and all contracts and agreements relating thereto or to the funding thereof, can be unilaterally terminated without penalty by the Company on no more than thirty (30) days' notice, and all obligations of the Company with respect to all other Employee Benefit Plans can be unilaterally terminated without penalty by the Company on no more than thirty (30) days' notice. In the case of any Employee Benefit Plan which is not in written form, an accurate and complete description of such Employee Benefit Plan has been provided to Buyer. With respect to each Employee Benefit Plan, Buyer has been provided with a true and complete copy of each of (i) the three most recent annual reports (IRS Form 5500 series), Pension Benefit Guaranty Corporation filings and actuarial reports, and (ii) the most recent summary plan description (including summaries of material modification), IRS determination letter and/or ruling, and, in the case of any funded Employee Benefit Plan, a current schedule of Assets (and the fair market value thereof assuming liquidation of any asset which is not readily tradeable) held with respect thereto, and there have been no material changes in the financial condition in the respective Employee Benefit Plans (or other information provided hereunder) from that stated in such annual report, actuarial reports and schedule of assets.

Employee Benefits Plans. (a) Except as set forth on SCHEDULE Schedule 2.17, neither Sellers, none of the Company nor any Affiliate of Sellers, the Company, nor any Affiliate thereof, the Business, nor any portion of the Business (all of the above hereinafter individually and collectively called the "ENTITYEntity"), nor any other company or entity which together with the Entity constitutes a member of the Entity's "controlled group" or "affiliated service group" (within the meaning of Sections 4001(a)(14) and/or (b) of ERISA and/or Sections 414(b), (c), (m) or (o) of the Code (such group or groups and each member thereof hereinafter referred to individually and collectively as the "GROUPGroup")), has at any time adopted or maintained, has any Liability or is a fiduciary with respect to or has any present or future obligation to contribute to or make payment under (i) any employee benefit plan (as defined in Section 3(3) of ERISA), or (ii) any other benefit plan, program, contract Contract or arrangement of any kind whatsoever (whether for the benefit of present, former, retired or future employees, officers, directors or consultants of the Entity or the Group, or for the benefit of any other person or persons) ), including, without limitation, arrangements providing for contributions, benefits or payments in the event of a change of ownership or control in whole or in part of the Entity or the Group, or with respect to disability, relocation, child care, educational assistance, deferred compensation, pension, retirement, profit sharing, thrift, savings, stock ownership, stock bonus, restricted stock, health, dental, medical, life, hospitalization, stock purchase, stock option, incentive, bonus, sabbatical leave, vacation, severance or other contribution, benefit or payment of any kind, or (iii) any employment, consulting, service or other contract or agreement comparable Contract of any kind whatsoever (all such employee benefit plans and plans, other benefit plans, programs, contracts Contracts or arrangements and such employment, consulting, service or other contracts or agreements whether written or oral comparable Contracts hereinafter individually and collectively called the "EMPLOYEE BENEFIT PLAN(SEmployee Benefit Plan(s)"). No Entity and no member of the Group is or has at any time been obligated to contribute to any Employee Benefit Plan is subject to Title IV of ERISA. No Entity and no member of the Group has completely or partially withdrawn within the meaning of Title IV of ERISA from any "multiemployer plan" within the meaning of Section 3(37) of ERISA. (b) In addition, except Except as set forth in SCHEDULE Schedule 2.17 hereof, (i) there have been no "prohibited transactions" within the meaning of Section 406 of ERISA or Section 4975 of the Code with respect to any of the Employee Benefit Plans; (ii) no Liability has been or is expected to be incurred by the Entity or any member of the Group under Title IV of ERISA with respect to the any Employee Benefit PlansPlan currently or formerly maintained by any of them; (iii) any and all amounts which the Entity or any member of the Group are required to pay as contributions or otherwiseotherwise to, or with respect to the Employee Benefit Plans have been timely paidmade; (iv) no Employee Benefit Plan has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, and no neither Entity or nor any member of the Group has provided, or is required to provide, security to any Employee Benefit PlanPlan which is subject to Title IV of ERISA or otherwise; (v) the current value of all "benefit liabilities" within the meaning of Section 4001(a)(16) of ERISA under each Employee Benefit Plan which is subject to Title IV of ERISA or otherwise, does not exceed the current value of the assets of such Employee Benefit Plan allocable to such benefit liabilities; (vi) each of the Employee Benefit Plans has been established, maintained, operated and administered in accordance with its terms and all applicable Laws; (vii) each of the Employee Benefit Plans which is intended to be "qualified" within the meaning of Sections 401(a) and 501(a) of the Code has been determined by the IRS to be so qualified and continues to be so qualified; (viii) there are no pendingpending or, to the knowledge of the Company or the Sellers, threatened or anticipated Claims involving any of the Employee Benefit Plans other than routine claims for benefits pursuant to the terms thereofPlans; (ix) the Entity and the Group have not incurred and will do not expect to incur any withdrawal liability with respect to a multiemployer plan under Subtitle E of Title IV of ERISA; (x) no notice of a "reportable event" within the meaning of Section 4043 of ERISA has been or is required to be filed with respect to any Employee Benefit Plan; (xi) neither the Entity nor any member of the Group is a party to, or participates in, or has any Liability or contingent Liability with respect to any multiemployer plan within the meaning of Section 3(37) of ERISAplan; (xii) neither the execution and delivery of this Agreement nor the consummation of the Contemplated Transactions will (either alone or upon the occurrence of additional events or acts) accelerate vesting or any benefits or any payments or increase the amount or value of any benefit or payment under any Employee Benefit Plan; and (xiii) neither the Entity nor any member of the Group has any obligation or commitment to establish, maintain, operate or administer create any additional Employee Benefit Plan not set forth on SCHEDULE 2.17 Plan, or to amend any Employee Benefit Plan so as to increase benefits thereunder or otherwisethereunder. (c) A true and correct copy of each of the Schedule 2.17 identifies all Employee Benefit Plans covering current, former or retired employees, officers, directors and consultants of the Entity and the Group (the "Entity Plans"). All Entity Plans have at all times been established and all amendments thereto, whether currently effective or to become effective at a later date) and all contracts and agreements relating thereto, or to the funding thereof (including, without limitation, all trust agreements, insurance Contracts, investment management agreements, subscription and participation agreements, administration and recordkeeping agreements) have been provided to Buyermaintained in accordance with their terms. Each Employee Benefit Entity Plan sponsored or maintained by the Company, and all contracts and agreements relating thereto or to the funding thereof, can be unilaterally terminated without penalty by the Company on no more than thirty sixty (30) days' notice, and all obligations of the Company with respect to all other Employee Benefit Plans can be unilaterally terminated without penalty by the Company on no more than thirty (3060) days' notice. In the case of any Employee Benefit Entity Plan which is not in written form, an accurate and complete description of such Employee Benefit Entity Plan has been provided to Buyer. With respect to each Employee Benefit Plan, Buyer has been provided with a A true and complete correct copy of each of (i) the three most recent annual reports (IRS Form 5500 series)report, Pension Benefit Guaranty Corporation filings and actuarial reportsreport, summary plan description, and (ii) the most recent summary plan description (including summaries of material modification), IRS determination letter and/or ruling, and, in the case of any funded Employee Benefit ruling with respect to each such Entity Plan, and a current schedule of Assets assets (and the fair market value thereof assuming liquidation of any asset which is not readily tradeabletradable) held with respect theretoto any funded Entity Plan has been provided to Buyer, and there have been no material changes in the financial condition in of the respective Employee Benefit Entity Plans (or other information provided hereunder) from that stated in such annual report, actuarial reports and report or schedule of assets.

Employee Benefits Plans. (a) Except as set forth on SCHEDULE 2.17, neither Sellers, Section 2.32(a) of the Company nor any Affiliate Disclosure Schedule sets forth an accurate and complete list of Sellers, the Company, nor the Business, nor any portion all “employee benefit plans” (as defined in Section 3(3) of the Business Employee Retirement Income Security Act of 1974, as amended (all of the above hereinafter individually and collectively called the "ENTITY"“ERISA”), nor any other company or entity which together with the Entity constitutes a member of the Entity's "controlled group" or "affiliated service group" (including multiemployer plans within the meaning of Sections 4001(a)(14) and/or (bSection 3(37) of ERISA, each a “Multiemployer Plan”)), whether or not subject to ERISA, and any other bonus, profit sharing, compensation, pension, severance, savings, deferred compensation, fringe benefit, insurance, welfare, post-retirement health or welfare benefit, health, life, stock option, stock purchase, restricted stock, tuition refund, service award, company car, scholarship, relocation, disability, accident, sick pay, sick leave, accrued leave, vacation, holiday, termination, unemployment, individual employment, consulting, executive compensation, incentive, commission, payroll practices, retention, change in control, non-competition, or other plan, agreement, policy, trust fund, or arrangement (whether written or unwritten, insured or self-insured) (i) currently established, maintained, sponsored, or contributed to (or with respect to which any obligation to contribute has been undertaken and currently exists) by the Company or any Company Subsidiary on behalf of any employee, officer, director, consultant, stockholder or other individual service provider of the Company or any Company Subsidiary (in each case, whether current, former or retired) or their dependents, spouses, or beneficiaries, or (ii) under which the Company or any ERISA and/or Affiliate has or may have any Liability, contingent or otherwise, other than legally mandated benefit plans or arrangements. All such plans, agreements, programs, policies, commitments and arrangements are collectively referred to as the “Plans”. For purposes of this Section 2.32, the term “ERISA Affiliate” means any entity, including but not limited to any corporation, partnership, limited liability company, sole proprietorship, or other legal entity that, together with the Company, is or at any time was, treated as a single employer under Sections 414(b), (c), (m) or (o) of the Code (such group or groups and each member thereof hereinafter referred to individually and collectively as the "GROUP")), has at any time adopted or maintained, has any Liability or is a fiduciary with respect to or has any present or future obligation to contribute to or make payment under (i) any employee benefit plan (as defined in Section 3(3) of ERISA), or (ii) any other benefit plan, program, contract or arrangement of any kind whatsoever (whether for the benefit of present, former, retired or future employees, officers, directors or consultants of the Entity or the Group, or for the benefit of any other person or persons) including, without limitation, arrangements providing for contributions, benefits or payments in the event of a change of ownership or control in whole or in part of the Entity or the Group, or with respect to disability, relocation, child care, educational assistance, deferred compensation, pension, retirement, profit sharing, thrift, savings, stock ownership, stock bonus, restricted stock, health, dental, medical, life, hospitalization, stock purchase, stock option, incentive, bonus, sabbatical leave, vacation, severance or other contribution, benefit or payment of any kind, or (iii) any employment, consulting, service or other contract or agreement of any kind whatsoever (all such employee benefit plans and other benefit plans, programs, contracts or arrangements and such employment, consulting, service or other contracts or agreements whether written or oral hereinafter individually and collectively called the "EMPLOYEE BENEFIT PLAN(S)"). No Employee Benefit Plan is subject to Title IV of ERISA. No Entity and no Group has completely or partially withdrawn within the meaning of Title IV of ERISA from any "multiemployer plan" within the meaning of Section 3(374001(b)(1) of ERISA. (b) In addition, except as set forth in SCHEDULE 2.17 hereof, (i) there have been no "prohibited transactions" within the meaning of Section 406 of ERISA or Section 4975 of the Code with respect to the Employee Benefit Plans; (ii) no Liability has been or is expected to be incurred by the Entity or the Group under Title IV of ERISA with respect to the Employee Benefit Plans; (iii) any and all amounts which the Entity or the Group are required to pay as contributions or otherwise, or with respect to the Employee Benefit Plans have been timely paid; (iv) no Employee Benefit Plan has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, and no Entity or Group has provided, or is required to provide, security to any Employee Benefit Plan; (v) the current value of all "benefit liabilities" within the meaning of Section 4001(a)(16) of ERISA under each Employee Benefit Plan which is subject to Title IV of ERISA or otherwise, does not exceed the current value of the assets of such Employee Benefit Plan allocable to such benefit liabilities; (vi) each of the Employee Benefit Plans has been established, maintained, operated and administered in accordance with its terms and all applicable Laws; (vii) each of the Employee Benefit Plans which is intended to be "qualified" within the meaning of Sections 401(a) and 501(a) of the Code has been determined by the IRS to be so qualified and continues to be so qualified; (viii) there are no pending, threatened or anticipated Claims involving any of the Employee Benefit Plans other than routine claims for benefits pursuant to the terms thereof; (ix) the Entity and the Group have not incurred and will not incur any withdrawal liability with respect to a multiemployer plan under Title IV of ERISA; (x) no notice of a "reportable event" within the meaning of Section 4043 of ERISA has been or is required to be filed with respect to any Employee Benefit Plan; (xi) neither the Entity nor the Group is a party to, or participates in, or has any Liability or contingent Liability with respect to any multiemployer plan within the meaning of Section 3(37) of ERISA; (xii) neither the execution and delivery of this Agreement nor the consummation of the Contemplated Transactions will (either alone or upon the occurrence of additional events or acts) accelerate vesting or any benefits or any payments or increase the amount or value of any benefit or payment under any Employee Benefit Plan; and (xiii) neither the Entity nor the Group has any obligation or commitment to establish, maintain, operate or administer any Employee Benefit Plan not set forth on SCHEDULE 2.17 or to amend any Employee Benefit Plan so as to increase benefits thereunder or otherwise. (c) A true and correct copy of each of the Employee Benefit Plans (and all amendments thereto, whether currently effective or to become effective at a later date) and all contracts and agreements relating thereto, or to the funding thereof (including, without limitation, all trust agreements, insurance Contracts, investment management agreements, subscription and participation agreements, administration and recordkeeping agreements) have been provided to Buyer. Each Employee Benefit Plan sponsored or maintained by the Company, and all contracts and agreements relating thereto or to the funding thereof, can be unilaterally terminated without penalty by the Company on no more than thirty (30) days' notice, and all obligations of the Company with respect to all other Employee Benefit Plans can be unilaterally terminated without penalty by the Company on no more than thirty (30) days' notice. In the case of any Employee Benefit Plan which is not in written form, an accurate and complete description of such Employee Benefit Plan has been provided to Buyer. With respect to each Employee Benefit Plan, Buyer has been provided with a true and complete copy of each of (i) the three most recent annual reports (IRS Form 5500 series), Pension Benefit Guaranty Corporation filings and actuarial reports, and (ii) the most recent summary plan description (including summaries of material modification), IRS determination letter and/or ruling, and, in the case of any funded Employee Benefit Plan, a current schedule of Assets (and the fair market value thereof assuming liquidation of any asset which is not readily tradeable) held with respect thereto, and there have been no material changes in the financial condition in the respective Employee Benefit Plans (or other information provided hereunder) from that stated in such annual report, actuarial reports and schedule of assets.

Employee Benefits Plans. (a) Except as set forth on SCHEDULE 2.17Schedule 2.14, neither Sellers, the Company Seller nor any Affiliate of Sellers, the CompanySeller, nor the Business, nor any portion of the Business (all of the above hereinafter individually and collectively called the "ENTITYEntity"), nor any other company or entity which together with the Entity constitutes a member of the Entity's "controlled group" or "affiliated service group" (within the meaning of Sections 4001(a)(14) and/or (b) of ERISA and/or Sections 414(b), (c), (m) or (o) of the Code (such group or groups and each member thereof hereinafter referred to individually and collectively as the "GROUP")), has at any time since January 1, 1990 adopted or maintained, has any Liability or is a fiduciary with respect to or has any present or future obligation to contribute to or make payment under (i) any employee benefit plan (as defined in Section 3(3) of ERISA), or (ii) any other benefit plan, program, contract or arrangement of any kind whatsoever (whether for the benefit of present, former, retired or future employees, officers, directors directors, consultants or consultants independent contractors of the Entity or the GroupEntity, or for the benefit of any other person or persons) including, without limitation, arrangements providing for contributions, benefits or payments in the event of a change of ownership or control in whole or in part of the Entity or the GroupEntity, or with respect to disability, relocation, child care, educational assistance, deferred compensation, pension, retirement, profit sharing, thrift, savings, stock ownership, stock bonus, restricted stock, health, dental, medical, life, hospitalization, stock purchase, stock option, incentive, bonus, sabbatical leave, vacation, severance or other contribution, benefit or payment of any kind, or (iii) any employment, consulting, service or other contract or agreement of any kind whatsoever (all such employee benefit plans and other benefit plans, programs, contracts or arrangements and such employment, consulting, service or other contracts or agreements whether written or oral oral, other than any insurance policies covering the acts of the officers and/or directors of Seller acting as such, hereinafter individually and collectively called the "EMPLOYEE BENEFIT PLAN(SEmployee Benefit Plan(s)"). No Employee Benefit Plan is subject to Title IV of ERISA. No Entity and no Group has completely or partially withdrawn withdrawn, within the meaning of Title IV of ERISA ERISA, from any "multiemployer plan" within the meaning of Section 3(37) of ERISA. (b) In addition, except as set forth in SCHEDULE 2.17 hereof, (i) there have been no "prohibited transactions" within the meaning of Section 406 of ERISA or Section 4975 of the Code with respect to the Employee Benefit Plans; (ii) no Liability has been or is expected to be incurred by the Entity or the Group under Title IV of ERISA with respect to the Employee Benefit Plans; (iii) any and all amounts which the Entity or the Group are required to pay as contributions or otherwise, or with respect to the Employee Benefit Plans have been timely paid; (iv) no Employee Benefit Plan has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, and no Entity or Group has provided, or is required to provide, security to any Employee Benefit Plan; (v) the current value of all "benefit liabilities" within the meaning of Section 4001(a)(16) of ERISA under each Employee Benefit Plan which is subject to Title IV of ERISA or otherwise, does not exceed the current value of the assets of such Employee Benefit Plan allocable to such benefit liabilities; (vi) each of the Employee Benefit Plans has been established, maintained, operated and administered in accordance with its terms and all applicable Laws; (vii) each of the Employee Benefit Plans which is intended to be "qualified" within the meaning of Sections 401(a) and 501(a) of the Code has been determined by the IRS to be so qualified and continues to be so qualified; (viii) there are no pending, threatened or anticipated Claims involving any of the Employee Benefit Plans other than routine claims for benefits pursuant to the terms thereof; (ix) the Entity and the Group have not incurred and will not incur any withdrawal liability with respect to a multiemployer plan under Title IV of ERISA; (x) no notice of a "reportable event" within the meaning of Section 4043 of ERISA has been or is required to be filed with respect to any Employee Benefit Plan; (xi) neither the Entity nor the Group is a party to, or participates in, or has any Liability or contingent Liability with respect to any multiemployer plan within the meaning of Section 3(37) of ERISA; (xii) neither the execution and delivery of this Agreement nor the consummation of the Contemplated Transactions will (either alone or upon the occurrence of additional events or acts) accelerate vesting or any benefits or any payments or increase the amount or value of any benefit or payment under any Employee Benefit Plan; and (xiii) neither the Entity nor the Group has any obligation or commitment to establish, maintain, operate or administer any Employee Benefit Plan not set forth on SCHEDULE 2.17 or to amend any Employee Benefit Plan so as to increase benefits thereunder or otherwise. (c) A true and correct copy of each of the Employee Benefit Plans (and all amendments thereto, whether currently effective or to become effective at a later date) and all contracts and agreements relating thereto, or to the funding thereof (including, without limitation, all trust agreements, insurance Contracts, investment management agreements, subscription and participation agreements, administration and recordkeeping agreements) have been provided to Buyer. Each Employee Benefit Plan sponsored or maintained by the Company, and all contracts and agreements relating thereto or to the funding thereof, can be unilaterally terminated without penalty by the Company on no more than thirty (30) days' notice, and all obligations of the Company with respect to all other Employee Benefit Plans can be unilaterally terminated without penalty by the Company on no more than thirty (30) days' notice. In the case of any Employee Benefit Plan which is not in written form, an accurate and complete description of such Employee Benefit Plan has been provided to Buyer. With respect to each Employee Benefit Plan, Buyer has been provided with a true and complete copy of each of (i) the three most recent annual reports (IRS Form 5500 series), Pension Benefit Guaranty Corporation filings and actuarial reports, and (ii) the most recent summary plan description (including summaries of material modification), IRS determination letter and/or ruling, and, in the case of any funded Employee Benefit Plan, a current schedule of Assets (and the fair market value thereof assuming liquidation of any asset which is not readily tradeable) held with respect thereto, and there have been no material changes in the financial condition in the respective Employee Benefit Plans (or other information provided hereunder) from that stated in such annual report, actuarial reports and schedule of assets.

Employee Benefits Plans. (a) Except as set forth on SCHEDULE 2.17Schedule 2.14, neither Sellers, the Company KKI nor any Affiliate of Sellers, the Companythereof, nor the Business, nor any portion of the Business (all of the above hereinafter individually and collectively called the "ENTITYEntity"), nor any other company or entity which together with the Entity constitutes a member of the Entity's "controlled group" or "affiliated service group" (within the meaning of Sections 4001(a)(14) and/or (b) of ERISA and/or Sections 414(b), (c), (m) or (o) of the Code (such group or groups and each member thereof hereinafter referred to individually and collectively as the "GROUPGroup")), has at any time adopted or maintained, has any Liability or is a fiduciary with respect to or has any present or future obligation to contribute to or make payment under (i) any employee benefit plan (as defined in Section 3(3) of ERISA), or (ii) any other benefit plan, program, contract or arrangement of any kind whatsoever (whether for the benefit of present, former, retired or future employees, officers, directors or consultants of the Entity or the Group, or for the benefit of any other person or persons) including, without limitation, arrangements providing for contributions, benefits or payments in the event of a change of ownership or control in whole or in part of the Entity or the Group, or with respect to disability, relocation, child care, educational assistance, deferred compensation, pension, retirement, profit sharing, thrift, savings, stock ownership, stock bonus, restricted stock, health, dental, medical, life, hospitalization, stock purchase, stock option, incentive, bonus, sabbatical leave, vacation, severance or other contribution, benefit or payment of any kind, or (iii) any employment, consulting, service or other contract or agreement of any kind whatsoever (all such employee benefit plans and other benefit plans, programs, contracts or arrangements and such employment, consulting, service or other contracts or agreements whether written or oral Contracts hereinafter individually and collectively called the "EMPLOYEE BENEFIT PLAN(SEmployee Benefit Plan(s)"). No Entity and no member of the Group is or has at any time been obligated to contribute to any Employee Benefit Plan is subject to Title IV of ERISA. No Entity and no member of the Group has completely or partially withdrawn within the meaning of Title IV of ERISA from any "multiemployer plan" within the meaning of Section 3(37) of ERISA. (b) In addition, except as set forth in SCHEDULE 2.17 Schedule 2.14 hereof, to the best knowledge of KKI, (i) there have been no "prohibited transactions" within the meaning of Section 406 of ERISA or Section 4975 of the Code with respect to any of the Employee Benefit Plans; (ii) no Liability has been or is expected to be incurred by the Entity or any member of the Group under Title IV of ERISA with respect to the any Employee Benefit PlansPlan currently or formerly maintained by any of them; (iii) any and all amounts which the Entity or any member of the Group are required to pay as contributions or otherwiseotherwise to, or with respect to the Employee Benefit Plans have been timely paidmade; (iv) no Employee Benefit Plan has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, and no neither Entity or nor any member of the Group has provided, or is required to provide, security to any Employee Benefit PlanPlan which is subject to Title IV of ERISA or otherwise; (v) the current value of all "benefit liabilities" within the meaning of Section 4001(a)(16) of ERISA under each Employee Benefit Plan which is subject to Title IV of ERISA or otherwise, does not exceed the current value of the assets of such Employee Benefit Plan allocable to such benefit liabilities; (vi) each of the Employee Benefit Plans has been established, maintained, operated and administered in accordance with its terms and all applicable Laws; (vii) each of the Employee Benefit Plans which is intended to be "qualified" within the meaning of Sections 401(a) and 501(a) of the Code has been determined by the IRS to be so qualified and continues to be so qualified; (viii) there are no pending, threatened or anticipated Claims involving any of the Employee Benefit Plans other than routine claims for benefits pursuant to the terms thereofPlans; (ix) the Entity and the Group have not incurred and will do not expect to incur any withdrawal liability with respect to a multiemployer plan under Subtitle E of Title IV of ERISA; (x) no notice of a "reportable event" within the meaning of Section 4043 of ERISA has been or is required to be filed with respect to any Employee Benefit Plan; (xiix) neither the Entity nor any member of the Group is a party to, or participates in, or has any Liability or contingent Liability with respect to any multiemployer plan within the meaning of Section 3(37) of ERISAplan; (xii) neither the execution and delivery of this Agreement nor the consummation of the Contemplated Transactions will (either alone or upon the occurrence of additional events or acts) accelerate vesting or any benefits or any payments or increase the amount or value of any benefit or payment under any Employee Benefit Plan; and (xiii) neither the Entity nor any member of the Group has any obligation or commitment to establish, maintain, operate or administer create any additional Employee Benefit Plan not set forth on SCHEDULE 2.17 Plan, or to amend any Employee Benefit Plan so as to increase benefits thereunder or otherwisethereunder. (c) Schedule 2.14 identifies all Employee Benefit Plans covering current, former or retired employees, officers, directors and consultants of the Entity and the Group (the "Entity Plans"). A true and correct copy of each of the Employee Benefit Entity Plans (and all amendments thereto, whether currently effective or to become effective at a later date) listed on Schedule 2.14 and all contracts and agreements relating thereto, or to the funding thereof (including, without limitation, all trust agreements, insurance Contractscontracts, investment management agreements, subscription and participation agreements, administration and recordkeeping agreements) have been provided to Buyer. All Entity Plans have at all times been established and maintained in accordance with their terms. Each Employee Benefit Entity Plan sponsored or maintained by the Company, and all contracts and agreements relating thereto or to the funding thereof, can be unilaterally terminated without penalty by the Company KKI on no more than thirty sixty (30) days' notice, and all obligations of the Company with respect to all other Employee Benefit Plans can be unilaterally terminated without penalty by the Company on no more than thirty (3060) days' notice. In the case of any Employee Benefit Entity Plan which is not in written form, an accurate and complete description of such Employee Benefit Entity Plan has been provided to Buyer. With respect to each Employee Benefit Plan, Buyer has been provided with a A true and complete correct copy of each of (i) the three most recent annual reports (IRS Form 5500 series)report, Pension Benefit Guaranty Corporation filings and actuarial reportsreport, summary plan description, and (ii) the most recent summary plan description (including summaries of material modification), IRS determination letter and/or ruling, and, in the case of any funded Employee Benefit ruling with respect to each such Entity Plan, and a current schedule of Assets assets (and the fair market value thereof assuming liquidation of any asset which is not readily tradeable) held with respect theretoto any funded Entity Plan has been provided to Buyer, and there have been no material changes in the financial condition in the respective Employee Benefit Entity Plans (or other information provided hereunder) from that stated in such annual report, actuarial reports and schedule of assets.

Employee Benefits Plans. (ai) Except as set forth on SCHEDULE 2.17Schedule 2.1(q), neither the Sellers, the Company CIA nor any Affiliate of Sellers, the Companythereof, nor the Business, nor any portion of the Business (all of the above hereinafter individually and collectively called the "ENTITYEntity"), nor any other company or entity which together with the Entity constitutes a member of the Entity's "controlled group" or "affiliated service group" (within the meaning of Sections 4001(a)(14) and/or (b) of ERISA and/or Sections 414(b), (c), (m) or (o) of the Code (such group or groups and each member thereof hereinafter referred to individually and collectively as the "GROUPGroup")), has at any time adopted or maintained, has any Liability or is a fiduciary with respect to or has any present or future obligation to contribute to or make payment under (iA) any employee benefit plan (as defined in Section 3(3) of ERISA), or (iiB) any other benefit plan, program, contract or arrangement of any kind whatsoever (whether for the benefit of present, former, retired or future employees, officers, directors or consultants of the Entity or the Group, or for the benefit of any other person or persons) including, without limitation, arrangements providing for contributions, benefits or payments in the event of a change of ownership or control in whole or in part of the Entity or the Group, or with respect to disability, relocation, child care, educational assistance, deferred compensation, pension, retirement, profit sharing, thrift, savings, stock ownership, stock bonus, restricted stock, health, dental, medical, life, hospitalization, stock purchase, stock option, incentive, bonus, sabbatical leave, vacation, severance or other contribution, benefit or payment of any kind, or (iiiC) any employment, consulting, service or other contract or agreement of any kind whatsoever (all such employee benefit plans and other benefit plans, programs, contracts or arrangements and such employment, consulting, service or other contracts or agreements whether written or oral Contracts hereinafter individually and collectively called the "EMPLOYEE BENEFIT PLAN(SEmployee Benefit Plan(s)"). No Entity and no member of the Group is or has at any time been obligated to contribute to any Employee Benefit Plan is subject to Title IV of ERISA. No Entity and no member of the Group has completely or partially withdrawn within the meaning of Title IV of ERISA from any "multiemployer plan" within the meaning of Section 3(37) of ERISA. (bii) In addition, except as set forth in SCHEDULE 2.17 Schedule 2.1(q) hereof, to the best knowledge of CIA and the Sellers, (iA) there have been no "prohibited transactions" within the meaning of Section 406 of ERISA or Section 4975 of the Code with respect to any of the Employee Benefit Plans; (iiB) no Liability has been or is expected to be incurred by the Entity or any member of the Group under Title IV of ERISA with respect to the any Employee Benefit PlansPlan currently or formerly maintained by any of them; (iiiC) any and all amounts which the Entity or any member of the Group are is required to pay as contributions or otherwiseotherwise to, or with respect to the Employee Benefit Plans have been timely paidmade; (ivD) no Employee Benefit Plan has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, and no neither the Entity or nor any member of the Group has provided, or is required to provide, security to any Employee Benefit PlanPlan which is subject to Title IV of ERISA or otherwise; (vE) the current value of all "benefit liabilities" within the meaning of Section 4001(a)(16) of ERISA under each Employee Benefit Plan which is subject to Title IV of ERISA or otherwise, does not exceed the current value of the assets of such Employee Benefit Plan allocable to such benefit liabilities; (viF) each of the Employee Benefit Plans has been established, maintained, operated and administered in accordance with its terms and all applicable Laws; (viiG) each of the Employee Benefit Plans which is intended to be "qualified" within the meaning of Sections 401(a) and 501(a) of the Code has been determined by the IRS to be so qualified and continues to be so qualified; (viiiH) there are no pending, threatened or anticipated Claims involving any of the Employee Benefit Plans other than routine claims for benefits pursuant to the terms thereofPlans; (ixI) the Entity and the Group have not incurred and will do not expect to incur any withdrawal liability with respect to a multiemployer plan under Subtitle E of Title IV of ERISA; (xJ) no notice of a "reportable event" within the meaning of Section 4043 of ERISA has been or is required to be filed with respect to any Employee Benefit Plan; (xiK) neither the Entity nor any member of the Group is a party to, or participates in, or has any Liability or contingent Liability with respect to any multiemployer plan within the meaning of Section 3(37) of ERISAplan; (xiiL) neither the execution and delivery of this Agreement nor the consummation of the Contemplated Transactions will (either alone or upon the occurrence of additional events or acts) accelerate vesting or any benefits or any payments or increase the amount or value of any benefit or payment under any Employee Benefit Plan; and (xiiiM) neither the Entity nor any member of the Group has any obligation or commitment to establish, maintain, operate or administer create any additional Employee Benefit Plan not set forth on SCHEDULE 2.17 Plan, or to amend any Employee Benefit Plan so as to increase benefits thereunder or otherwisethereunder. (ciii) Schedule 2.1(q) identifies all Employee Benefit Plans covering current, former or retired employees, officers, directors and consultants of the Entity and the Group (the "Entity Plans"). A true and correct copy of each of the Employee Benefit Entity Plans (and all amendments thereto, whether currently effective or to become effective at a later date) listed on Schedule 2.1(q) and all contracts and agreements relating thereto, or to the funding thereof (including, without limitation, all trust agreements, insurance Contractscontracts, investment management agreements, subscription and participation agreements, administration and recordkeeping record keeping agreements) have been provided to Buyerthe Purchaser. All Entity Plans have at all times been established and maintained in accordance with their terms. Each Employee Benefit Entity Plan sponsored or maintained by the Company, and all contracts and agreements relating thereto or to the funding thereof, can be unilaterally terminated without penalty by the Company CIA on no more than thirty sixty (30) days' notice, and all obligations of the Company with respect to all other Employee Benefit Plans can be unilaterally terminated without penalty by the Company on no more than thirty (3060) days' notice. In the case of any Employee Benefit Entity Plan which is not in written form, an accurate and complete description of such Employee Benefit Entity Plan has been provided to Buyerthe Purchaser. With respect to each Employee Benefit Plan, Buyer has been provided with a A true and complete correct copy of each of (i) the three most recent annual reports (IRS Form 5500 series)report, Pension Benefit Guaranty Corporation filings and actuarial reportsreport, summary plan description, and (ii) the most recent summary plan description (including summaries of material modification), IRS determination letter and/or ruling, and, in the case of any funded Employee Benefit ruling with respect to each such Entity Plan, and a current schedule of Assets assets (and the fair market value thereof assuming liquidation of any asset which is not readily tradeable) held with respect theretoto any funded Entity Plan has been provided to the Purchaser, and there have been no material changes in the financial condition in the respective Employee Benefit Entity Plans (or other information provided hereunder) from that stated in such annual report, actuarial reports and schedule of assets.

Employee Benefits Plans. (a) Except as set forth on SCHEDULE 2.17, neither Sellers, the Company or its Subsidiaries nor any Affiliate of Sellers, the CompanySellers or its Subsidiaries, nor the Business, nor any portion of the Business (all of the above hereinafter individually and collectively called the "ENTITY"), nor any other company or entity which together with the Entity constitutes a member of the Entity's "controlled group" or "affiliated service group" (within the meaning of Sections 4001(a)(14) and/or (b) of ERISA and/or Sections 414(b), (c), (m) or (o) of the Code (such group or groups and each member thereof hereinafter referred to individually and collectively as the "GROUP")), has at any time adopted or maintained, has any Liability or is a fiduciary with respect to or has any present or future obligation to contribute to or make payment under (i) any employee benefit plan (as defined in Section 3(3) of ERISA), or (ii) any other benefit plan, program, contract or arrangement of any kind whatsoever (whether for the benefit of present, former, retired or future employees, officers, directors or consultants of the Entity or the Group, or for the benefit of any other person or persons) including, without limitation, arrangements providing for contributions, benefits or payments in the event of a change of ownership or control in whole or in part of the Entity or the Group, or with respect to disability, relocation, child care, educational assistance, deferred compensation, pension, retirement, profit sharing, thrift, savings, stock ownership, stock bonus, restricted stock, health, dental, medical, life, hospitalization, stock purchase, stock option, incentive, bonus, sabbatical leave, vacation, severance or other contribution, benefit or payment of any kind, or (iii) any employment, consulting, service or other contract or agreement of any kind whatsoever (all such employee benefit plans and other benefit plans, programs, contracts or arrangements and such employment, consulting, service or other contracts or agreements whether written or oral Contracts hereinafter individually and collectively called the "EMPLOYEE BENEFIT PLAN(S)"). No Entity and no member of the Group is or has at any time been obligated to contribute to any Employee Benefit Plan is subject to Title IV of ERISA. No Entity and no member of the Group has completely or partially withdrawn within the meaning of Title IV of ERISA from any "multiemployer plan" within the meaning of Section 3(37) of ERISA. (b) In addition, except as set forth in SCHEDULE 2.17 hereof, to the best knowledge of Sellers, (i) there have been no "prohibited transactions" within the meaning of Section 406 of ERISA or Section 4975 of the Code with respect to any of the Employee Benefit Plans; (ii) no Liability has been or is expected to be incurred by the Entity or any member of the Group under Title IV of ERISA with respect to the any Employee Benefit PlansPlan currently or formerly maintained by any of them; (iii) any and all amounts which the Entity or any member of the Group are required to pay as contributions or otherwiseotherwise to, or with respect to the Employee Benefit Plans have been timely paidmade; (iv) no Employee Benefit Plan has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, and no neither Entity or nor any member of the Group has provided, or is required to provide, security to any Employee Benefit PlanPlan which is subject to Title IV of ERISA or otherwise; (v) the current value of all "benefit liabilities" within the meaning of Section 4001(a)(16) of ERISA under each Employee Benefit Plan which is subject to Title IV of ERISA or otherwise, does not exceed the current value of the assets of such Employee Benefit Plan allocable to such benefit liabilities; (vi) each of the Employee Benefit Plans has been established, maintained, operated and administered in accordance with its terms and all applicable Laws; (vii) each of the Employee Benefit Plans which is intended to be "qualified" within the meaning of Sections 401(a) and 501(a) of the Code has been determined by the IRS to be so qualified and continues to be so qualified; (viii) there are no pending, threatened or anticipated Claims involving any of the Employee Benefit Plans other than routine claims for benefits pursuant to the terms thereofPlans; (ix) the Entity and the Group have not incurred and will do not expect to incur any withdrawal liability with respect to a multiemployer plan under Subtitle E of Title IV of ERISA; (x) no notice of a "reportable event" within the meaning of Section 4043 of ERISA has been or is required to be filed with respect to any Employee Benefit Plan; (xiix) neither the Entity nor any member of the Group is a party to, or participates in, or has any Liability or contingent Liability with respect to any multiemployer plan within the meaning of Section 3(37) of ERISAplan; (xii) neither the execution and delivery of this Agreement nor the consummation of the Contemplated Transactions will (either alone or upon the occurrence of additional events or acts) accelerate vesting or any benefits or any payments or increase the amount or value of any benefit or payment under any Employee Benefit Plan; and (xiii) neither the Entity nor any member of the Group has any obligation or commitment to establish, maintain, operate or administer create any additional Employee Benefit Plan not set forth on SCHEDULE 2.17 Plan, or to amend any Employee Benefit Plan so as to increase benefits thereunder or otherwisethereunder. (c) SCHEDULE 2.17 identifies all Employee Benefit Plans covering current, former or retired employees, officers, directors and consultants of the Entity and the Group (the "ENTITY PLANS"). A true and correct copy of each of the Employee Benefit Entity Plans (and all amendments thereto, whether currently effective or to become effective at a later date) listed on SCHEDULE 2.17 and all contracts and agreements relating thereto, or to the funding thereof (including, without limitation, all trust agreements, insurance Contractscontracts, investment management agreements, subscription and participation agreements, administration and recordkeeping agreements) have been provided to Buyer. All Entity Plans have at all times been established and maintained in accordance with their terms. Each Employee Benefit Entity Plan sponsored or maintained by the Company, and all contracts and agreements relating thereto or to the funding thereof, can be unilaterally terminated without penalty by the Company Seller on no more than thirty sixty (30) days' notice, and all obligations of the Company with respect to all other Employee Benefit Plans can be unilaterally terminated without penalty by the Company on no more than thirty (3060) days' notice. In the case of any Employee Benefit Entity Plan which is not in written form, an accurate and complete description of such Employee Benefit Entity Plan has been provided to Buyer. With respect to each Employee Benefit Plan, Buyer has been provided with a A true and complete correct copy of each of (i) the three most recent annual reports (IRS Form 5500 series)report, Pension Benefit Guaranty Corporation filings and actuarial reportsreport, summary plan description, and (ii) the most recent summary plan description (including summaries of material modification), IRS determination letter and/or ruling, and, in the case of any funded Employee Benefit ruling with respect to each such Entity Plan, and a current schedule of Assets assets (and the fair market value thereof assuming liquidation of any asset which is not readily tradeable) held with respect theretoto any funded Entity Plan has been provided to Buyer, and there have been no material changes in the financial condition in the respective Employee Benefit Entity Plans (or other information provided hereunder) from that stated in such annual report, actuarial reports and schedule of assets.

Employee Benefits Plans. (a) Except as set forth on SCHEDULE 2.17Schedules 2.10 and 2.14, neither Sellers, the Company Seller nor any Affiliate of Sellers, the CompanySeller, nor the Business, nor any portion of the Business (all of the above hereinafter individually and collectively called the "ENTITY"), nor any other company or entity which together with the Entity constitutes a member of the Entity's "controlled group" or "affiliated service group" (within the meaning of Sections 4001(a)(14) and/or (b) of ERISA and/or Sections 414(b), (c), (m) or (o) of the Code (such group or groups and each member thereof hereinafter referred to individually and collectively as the "GROUP")), has at any time adopted or maintained, has any Liability or is a fiduciary with respect to or has any present or future obligation to contribute to or make payment under (i) any employee benefit plan (as defined in Section 3(3) of ERISA), or (ii) any other benefit plan, program, contract or arrangement of any kind whatsoever (whether for the benefit of present, former, retired or future employees, officers, directors directors, consultants or consultants independent contractors of the Entity or the Group, or for the benefit of any other person or persons) including, without limitation, arrangements providing for contributions, benefits or payments in the event of a change of ownership or control in whole or in part of the Entity or the Group, or with respect to disability, relocation, child care, educational assistance, deferred compensation, pension, retirement, profit sharing, thrift, savings, stock ownership, stock bonus, restricted stock, health, dental, medical, life, hospitalization, stock purchase, stock option, incentive, bonus, sabbatical leave, vacation, severance or other contribution, benefit or payment of any kind, or (iii) any employment, consulting, or service or other contract or agreement of any kind whatsoever (all such employee benefit plans and other benefit plans, programs, contracts or arrangements and such employment, consulting, service or other contracts or agreements whether written or oral oral, other than any insurance policies covering the acts of the officers and/or directors of Seller acting as such, hereinafter individually and collectively called the "EMPLOYEE BENEFIT PLAN(S)"). No Employee Benefit Plan is subject to Title IV of ERISA. No Entity and no member of the Group has completely or partially withdrawn withdrawn, within the meaning of Title IV of ERISA ERISA, from any "multiemployer plan" within the meaning of Section 3(37) of ERISA. (b) In addition, except as set forth in SCHEDULE 2.17 hereof, Schedule 2.14 hereof (i) there have been no material, nonexempt, "prohibited transactions" within the meaning of Section 406 of ERISA or Section 4975 of the Code with respect to any of the Employee Benefit Plans; (ii) no Liability has been or is expected to be incurred by the Entity or any member of the Group under Title IV of ERISA with respect to the Employee Benefit PlansERISA; (iii) any and all amounts which the Entity or any member of the Group are required to pay as contributions or otherwise, or with respect to the Employee Benefit Plans have been timely paid; (iv) no Employee Benefit Plan has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, and no neither Entity or nor any member of the Group has provided, or is required to provide, security to any Employee Benefit PlanPlan which is subject to Title IV of ERISA or otherwise; (v) the current value of all "benefit liabilities" within the meaning of Section 4001(a)(16) of ERISA under each Employee Benefit Plan which is subject to Title IV of ERISA or otherwise, does not exceed the current value of the assets of such Employee Benefit Plan allocable to such benefit liabilities; (vi) each of the Employee Benefit Plans has been established, maintained, operated and administered substantially in accordance with its material terms and all material applicable Laws; (vii) each of the Employee Benefit Plans which is intended to be "qualified" within the meaning of Sections 401(a) and 501(a) of the Code has been determined by the IRS to be so qualified and to Seller's knowledge continues to be so qualified; (viii) there are no pending, pending or threatened or anticipated Claims involving any of the Employee Benefit Plans other than routine claims for benefits pursuant to the terms thereofPlans; (ix) the Entity and the Group have not incurred and will not incur any withdrawal liability with respect to a multiemployer plan under Title IV of ERISA; (x) no notice of a "reportable event" within the meaning of Section 4043 of ERISA has been or is required to be filed with respect to any Employee Benefit Plan; (xix) neither the Entity nor any member of the Group is a party to, or participates in, or has any Liability or contingent Liability with respect to any multiemployer plan within the meaning of Section 3(37) of ERISA; (xiixi) neither the execution and delivery of this Agreement nor the consummation of the Contemplated Transactions will (either alone or upon the occurrence of additional events or acts) accelerate vesting or any benefits or any payments or payments, increase the amount or value of any benefit or payment under any Employee Benefit Plan; and (xiiixii) except to the extent required to maintain tax-qualified status or otherwise required by applicable Laws, neither the Entity nor any member of the Group has any obligation or commitment to establish, maintain, operate or administer any Employee Benefit Plan not set forth on SCHEDULE 2.17 2.14, or to amend any Employee Benefit Plan so as to increase benefits thereunder or otherwise. (c) A true and correct copy of each of the Employee Benefit Plans (and all amendments thereto, whether currently effective or to become effective at a later date) and all contracts and agreements Contracts relating thereto, or to the funding thereof (including, without limitation, all trust agreements, insurance Contracts, investment management agreements, subscription and participation agreements, administration and recordkeeping agreements) have been provided made available to Buyer. Each Employee Benefit Plan sponsored or maintained by the Company, and all contracts and agreements relating thereto or to the funding thereof, can be unilaterally terminated without penalty by the Company on no more than thirty (30) days' notice, and all obligations of the Company with respect to all other Employee Benefit Plans can be unilaterally terminated without penalty by the Company on no more than thirty (30) days' noticeBuyers. In the case of any Employee Benefit Plan which is not in written form, an accurate and complete description of such Employee Benefit Plan has been provided to BuyerBuyers. With respect to each Employee Benefit Plan, Buyer has Buyers have been provided with a true and complete correct copy of each of (i) the three most recent annual reports (IRS Form 5500 series), Pension Benefit Guaranty Corporation filings and actuarial reports, and (ii) the most recent summary plan description (including summaries of material modification), IRS determination letter and/or ruling, and, in the case of any funded Employee Benefit Plan, a current schedule of Assets assets (and the fair market value thereof assuming liquidation of any asset which is not readily tradeable) held with respect thereto, and there have been no material changes in the financial condition in the respective Employee Benefit Plans (or other information provided hereunder) from that stated in each Employee Benefit Plan's most recent of such annual reportreports, actuarial reports and schedule of assets.