Common use of Employee Matters; ERISA Clause in Contracts

Employee Matters; ERISA. (a) All (i) "employee benefit plans," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), other than any "multiemployer plan," as defined in Section 3(37)(A) of ERISA, maintained or contributed to by the Company or any of its Subsidiaries and (ii) other plans, agreements or arrangements relating to compensation or employee benefits pursuant to which the Company or any of its Subsidiaries may have any material liability (collectively, the "Plans"), are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect to any Plan, whether or not accrued, contingent or otherwise, except (a) as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except such of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (x) neither the Company nor any trade or business, whether or not incorporated (an "ERISA Affiliate"), which together with the Company would be deemed a "single employer" within the meaning of Section 414 of the Code or Section 4001(b) of ERISA, has incurred any unsatisfied liability under Title IV of ERISA and no conditions exist that could reasonably be expected to present a risk to the Company or any ERISA Affiliate of incurring any such liability (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), and (y) no "employee benefit plan" maintained or contributed to by the Company or any ERISA Affiliate, other than a "multiemployer plan" as defined in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. As to any "multiemployer plan" maintained or contributed to by the Company or any of its Subsidiaries or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived.

Employee Matters; ERISA. (a) All (i) "employee benefit plans," , as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), ) other than any "multiemployer plan," as defined in Section 3(37)(A) of ERISA, maintained or contributed to by the Company or any of its Subsidiaries and (ii) other plans, agreements or arrangements relating to compensation or employee benefits pursuant to which the Company or any of its Subsidiaries may have any material liability (collectively, the "Plans"), are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect to any Plan, whether or not accrued, contingent or otherwise, except (a) as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations thatthat would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except such as any of the following as, either individually or in the aggregate, have not had and aggregate would not reasonably be expected to have a Material Adverse Effect, (x) neither the Company nor any trade or business, whether or not incorporated (an "ERISA Affiliate"), which together with the Company would be deemed a "single employer" within the meaning of Section 414 of the Code or Section 4001(b) of ERISA, has incurred any unsatisfied liability under Title IV of ERISA and no conditions exist exists that could reasonably be expected to present a risk to the Company or any ERISA Affiliate of incurring any such liability (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), and (y) no "employee benefit plan," maintained or contributed to by the Company or any ERISA Affiliate, other than a "multiemployer plan" as defined in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. As to any "multiemployer plan" maintained or contributed to by the Company or any of its Subsidiaries or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge knowledge (a) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived.

Employee Matters; ERISA. (a) All Except where the failure to be true would not, individually or in the aggregate, have a Material Adverse Effect on NorthPoint, (i) "employee benefit plans," as defined each NorthPoint Plan has been operated and administered in Section 3(3) of accordance with applicable law, including but not limited to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), other than any "multiemployer plan," as defined in Section 3(37)(A) of ERISAand the Code, maintained or contributed to by the Company or any of its Subsidiaries and (ii) other planseach NorthPoint Plan intended to be "qualified" within the meaning of Section 401(a) of the Code is so qualified, agreements (iii) except as required by COBRA, no NorthPoint Plan provides death or arrangements relating to compensation medical benefits (whether or employee benefits pursuant to which the Company or any of its Subsidiaries may have any material liability (collectively, the "Plans"not insured), are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect to any Plan, whether current or not accrued, contingent former employees of NorthPoint or otherwise, except (a) as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except such of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (x) neither the Company nor any trade or business, whether or not incorporated (an "ERISA Affiliate")incorporated, which together with the Company NorthPoint would be deemed a "single employer" within the meaning of Section 414 4001 of the Code ERISA (a "NorthPoint ERISA Affiliate"), beyond their retirement or Section 4001(bother termination of service, (iv) of ERISA, has incurred any unsatisfied no liability under Title IV of ERISA has been incurred by NorthPoint or any NorthPoint ERISA Affiliate that has not been satisfied in full, and no conditions exist condition exists that could reasonably be expected to present presents a material risk to the Company NorthPoint or any NorthPoint ERISA Affiliate of incurring any such liability (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary coursePBGC premiums), and (yv) no "employee benefit plan" maintained all contributions or contributed to by the Company other amounts due from NorthPoint or any NorthPoint ERISA AffiliateAffiliate with respect to each NorthPoint Plan have been paid in full, other than (vi) neither NorthPoint nor any NorthPoint ERISA Affiliate has engaged in a "multiemployer plan" as defined transaction in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. As to any "multiemployer plan" maintained or contributed to by the Company connection with which NorthPoint or any of its Subsidiaries could reasonably be expected to be subject to either a civil penalty assessed pursuant to Section 409 or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a502(i) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or a tax imposed pursuant to Section 412 4975 or 4976 of the Code, (vii) whether to the best knowledge of NorthPoint, there are no pending, threatened or not waivedanticipated claims (other than routine claims for benefits) by, on behalf of or against any NorthPoint Plan or any trusts related thereto, and (viii) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (A) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due to any director or any employee of NorthPoint or any of its Subsidiaries under any NorthPoint Plan or otherwise, (B) materially increase any benefits otherwise payable under any NorthPoint Plan or (C) result in any acceleration of the time of payment or vesting of any such benefits.

Employee Matters; ERISA. (a) All (i) Each "employee benefit plans,plan" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, deferred compensation, stock option, employment, severance, change in control or other than written agreement relating to employment, fringe benefits or perquisites for current or former employees of DRI or any "multiemployer plan," as defined in Section 3(37)(A) of ERISAits subsidiaries, maintained or contributed to by the Company DRI or any of its Subsidiaries and (ii) other plans, agreements or arrangements relating to compensation or employee benefits pursuant to which subsidiaries at any time during the Company or any of its Subsidiaries may have any material liability seven- calendar year period immediately preceding the date hereof (collectively, the "DRI Employee Benefit Plans")) is listed in Section 4.8(a) of the DRI Disclosure Schedule. (b) With respect to the DRI Employee Benefit Plans, are individually and in compliance the aggregate, no event has occurred and, there exists no condition or set of circumstances, in connection with all applicable provisions which DRI or any of ERISA and the Internal Revenue Code of 1986, as amended its subsidiaries could be subject to any liability that is reasonably likely to have a DRI Material Adverse Effect (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations except liability for benefits claims and funding obligations payable in the ordinary course) under ERISA, the Code or any other applicable law. (c) Each DRI Employee Benefit Plan has been administered in accordance with respect to any Plan, whether or not accrued, contingent or otherwiseits terms, except (a) for any failures to so administer any DRI Employee Benefit Plans as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations thatwould not, individually or in the aggregate, have not had and would not reasonably be expected to have a DRI Material Adverse Effect. Except DRI, its subsidiaries and all the DRI Employee Benefit Plans are in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements as they relate to the DRI Employee Benefit Plans, except for any failures to be in such of the following ascompliance as would not, individually or in the aggregate, have not had and would not reasonably be expected to have a DRI Material Adverse Effect, (x) neither the Company nor any trade or business, whether or not incorporated (an "ERISA Affiliate"), . Each DRI Employee Benefit Plan which together with the Company would is intended to be deemed a "single employer" qualified within the meaning of Section 414 401(a) of the Code or Section 4001(b) has received a favorable determination letter from the IRS and, to the knowledge of ERISADRI, no event has incurred any unsatisfied liability under Title IV of ERISA occurred and no conditions exist that condition exists which could reasonably be expected to present result in the revocation of any such determination. (d) Except for all equity-based and other awards, the vesting and exercisability of which will, by their terms, be accelerated as a risk result of the transactions contemplated hereunder, no employee of DRI will be entitled to the Company any additional benefits or any ERISA Affiliate of incurring any such liability (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), and (y) no "employee benefit plan" maintained or contributed to by the Company or any ERISA Affiliate, other than a "multiemployer plan" as defined in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 acceleration of the Code) whether time of payment or not waived. As to vesting of any "multiemployer plan" maintained or contributed to by the Company or benefits under any of its Subsidiaries or ERISA Affiliate DRI Employee Benefit Plan as a result of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of transactions contemplated by this Agreement. Section 302 of ERISA or Section 412 of the Code) whether or not waived.IV.9

Employee Matters; ERISA. (a) All (i) "employee benefit plans," as defined in Section 3(3) of Except where the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), other than any "multiemployer plan," as defined in Section 3(37)(A) of ERISA, maintained or contributed failure to by the Company or any of its Subsidiaries and (ii) other plans, agreements or arrangements relating to compensation or employee benefits pursuant to which the Company or any of its Subsidiaries may have any material liability (collectively, the "Plans"), are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect to any Plan, whether or not accrued, contingent or otherwise, except (a) as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations thatbe true would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except such Effect on Xxxx Atlantic, (i) each Xxxx Atlantic Plan has been operated and administered in accordance with applicable law, including but not limited to ERISA and the Code, (ii) each Xxxx Atlantic Plan intended to be "qualified" within the meaning of Section 401(a) of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse EffectCode is so qualified, (xiii) neither the Company nor except as required by COBRA, no Xxxx Atlantic Plan provides death or medical benefits (whether or not insured), with respect to current or former employees of Xxxx Atlantic or of any trade or business, whether or not incorporated (an "ERISA Affiliate")incorporated, which together with the Company Xxxx Atlantic would be deemed a "single employer" within the meaning of Section 414 4001 of the Code ERISA (a "Xxxx Atlantic ERISA Affiliate"), beyond their retirement or Section 4001(bother termination of service, (iv) of ERISA, has incurred any unsatisfied no liability under Title IV of ERISA has been incurred by Xxxx Atlantic or any Xxxx Atlantic ERISA Affiliate that has not been satisfied in full, and no conditions exist condition exists that could reasonably be expected to present presents a material risk to the Company Xxxx Atlantic or any Xxxx Atlantic ERISA Affiliate of incurring any such liability (other than liability for premiums PBGC premiums), (v) all contributions or other amounts due from Xxxx Atlantic or any Xxxx Atlantic ERISA Affiliate with respect to each Xxxx Atlantic Plan have been paid in full, (vi) neither Xxxx Atlantic nor any Xxxx Atlantic ERISA Affiliate has engaged in a transaction in connection with which Xxxx Atlantic or any of its Subsidiaries could reasonably be expected to be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code, (vii) to the Pension Benefit Guaranty Corporation arising in the ordinary course)best knowledge of Xxxx Atlantic there are no pending, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any Xxxx Atlantic Plan or any trusts related thereto, and (yviii) no "employee benefit plan" maintained neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (A) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute or contributed otherwise) becoming due to by the Company any director or any ERISA Affiliateemployee of Xxxx Atlantic or any of its Subsidiaries under any Xxxx Atlantic Plan or otherwise, (B) materially increase any benefits otherwise payable under any Xxxx Atlantic PlanG or (C) result in any acceleration of the time of payment or vesting of any such benefits. (b) For purposes of this Agreement,"Xxxx Atlantic Plan" shall mean each deferred compensation, bonus or other than a incentive compensation, stock purchase, stock option or other equity compensation plan, program, agreement or arrangement; each severance or termination pay, medical, surgical, hospitalization, life insurance or other "multiemployer welfare" plan" as defined in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" fund or program (within the meaning of Section 302 section 3(1) of ERISA ERISA); each profit-sharing, stock bonus or Section 412 of the Code) whether other "pension" plan, fund or not waived. As to any "multiemployer plan" maintained or contributed to by the Company or any of its Subsidiaries or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" program (within the meaning of Section 302 section 3(2) of ERISA); each employment, termination or severance agreement; and each other employee benefit plan, fund, program, agreement or arrangement, in each case, that is sponsored, maintained or contributed to or required to be contributed to by Xxxx Atlantic or by any Xxxx Atlantic ERISA Affiliate or Section 412 to which Xxxx Atlantic or any Xxxx Atlantic ERISA Affiliate is party, whether written or oral, for the benefit of the Code) whether any employee or not waived.former employee of Xxxx Atlantic or any Xxxx Atlantic ERISA Affiliate. SECTION 5.12

Employee Matters; ERISA. (a) All Except where the failure to be true would not, individually or in the aggregate, have a Material Adverse Effect on GTE, (i) "employee benefit plans," as defined each GTE Plan has been operated and administered in Section 3(3) of accordance with applicable law, including but not limited to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), other than any "multiemployer plan," as defined in Section 3(37)(A) of ERISAand the Code, maintained or contributed to by the Company or any of its Subsidiaries and (ii) other planseach GTE Plan intended to be "qualified" within the meaning of Section 401(a) of the Code is so qualified, agreements (iii) except as required by COBRA, no GTE Plan provides death or arrangements relating to compensation medical benefits (whether or employee benefits pursuant to which the Company or any of its Subsidiaries may have any material liability (collectively, the "Plans"not insured), are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect to any Plan, whether current or not accrued, contingent former employees of GTE or otherwise, except (a) as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except such of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (x) neither the Company nor any trade or business, whether or not incorporated (an "ERISA Affiliate")incorporated, which together with the Company GTE would be deemed a "single employer" within the meaning of Section 414 4001 of the Code ERISA (a "GTE ERISA Affiliate"), beyond their retirement or Section 4001(bother termination of service, (iv) of ERISA, has incurred any unsatisfied no liability under Title IV of ERISA has been incurred by GTE or any GTE ERISA Affiliate that has not been satisfied in full, and no conditions exist condition exists that could reasonably be expected to present presents a material risk to the Company GTE or any GTE ERISA Affiliate of incurring any such liability (other than liability for premiums PBGC premiums), (v) all contributions or other amounts due from GTE or any GTE ERISA Affiliate with respect to each GTE Plan have been paid in full, (vi) neither GTE nor any GTE ERISA Affiliate has engaged in a transaction in connection with which GTE or any of its Subsidiaries could reasonably be expected to be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code, (vii) to the Pension Benefit Guaranty Corporation arising in the ordinary course)best knowledge of GTE there are no pending, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any GTE Plan or any trusts related thereto, and (yviii) no "employee benefit plan" maintained neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (A) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute or contributed otherwise) becoming due to by the Company any director or any ERISA Affiliateemployee of GTE or any of its Subsidiaries under any GTE Plan or otherwise, (B) materially increase any benefits otherwise payable under any GTE Plan or (C) result in any acceleration of the time of payment or vesting of any such benefits. (b) For purposes of this Agreement, "GTE Plan" shall mean each deferred compensation, bonus or other than a incentive compensation, stock purchase, stock option or other equity compensation plan, program, agreement or arrangement; each severance or termination pay, medical, surgical, hospitalization, life insurance or other "multiemployer welfare" plan" as defined in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" fund or program (within the meaning of Section 302 section 3(1) of ERISA ERISA); each profit-sharing, stock bonus or Section 412 of the Code) whether other "pension" plan, fund or not waived. As to any "multiemployer plan" maintained or contributed to by the Company or any of its Subsidiaries or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" program (within the meaning of Section 302 section 3(2) of ERISA); each employment, termination or severance agreement; and each other employee benefit plan, fund, program, agreement or arrangement, in each case, that is sponsored, maintained or contributed to or required to be contributed to by GTE or by any GTE ERISA Affiliate or Section 412 to which GTE or any GTE ERISA Affiliate is party, whether written or oral, for the benefit of the Code) whether any employee or not waived.former employee of GTE or any GTE ERISA Affiliate. SECTION 4.12

Employee Matters; ERISA. (a) All Except where the failure to be true would not, individually or in the aggregate, have a Material Adverse Effect on GTE, (i) "employee benefit plans," as defined each GTE Plan has been operated and administered in Section 3(3) of accordance with applicable law, including but not limited to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), other than any "multiemployer plan," as defined in Section 3(37)(A) of ERISAand the Code, maintained or contributed to by the Company or any of its Subsidiaries and (ii) other planseach GTE Plan intended to be "qualified" within the meaning of Section 401(a) of the Code is so qualified, agreements (iii) except as required by COBRA, no GTE Plan provides death or arrangements relating to compensation medical benefits (whether or employee benefits pursuant to which the Company or any of its Subsidiaries may have any material liability (collectively, the "Plans"not insured), are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect to any Plan, whether current or not accrued, contingent former employees of GTE or otherwise, except (a) as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except such of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (x) neither the Company nor any trade or business, whether or not incorporated (an "ERISA Affiliate")incorporated, which together with the Company GTE would be deemed a "single employer" within the meaning of Section 414 4001 of the Code ERISA (a "GTE ERISA Affiliate"), beyond their retirement or Section 4001(bother termination of service, (iv) of ERISA, has incurred any unsatisfied no liability under Title IV of ERISA has been incurred by GTE or any GTE ERISA Affiliate that has not been satisfied in full, and no conditions exist condition exists that could reasonably be expected to present presents a material risk to the Company GTE or any GTE ERISA Affiliate of incurring any such liability (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary coursePBGC premiums), and (yv) no "employee benefit plan" maintained all contributions or contributed to by the Company other amounts due from GTE or any GTE ERISA AffiliateAffiliate with respect to each GTE Plan have been paid in full, other than (vi) neither GTE nor any GTE ERISA Affiliate has engaged in a "multiemployer plan" as defined transaction in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. As to any "multiemployer plan" maintained or contributed to by the Company connection with which GTE or any of its Subsidiaries could reasonably be expected to be subject to either a civil penalty assessed pursuant to Section 409 or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a502(i) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or a tax imposed pursuant to Section 412 4975 or 4976 of the Code, (vii) whether to the best knowledge of GTE there are no pending, threatened or not waivedanticipated claims (other than routine claims for benefits) by, on behalf of or against any GTE Plan or any trusts related thereto, and (viii) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (A) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due to any director or any employee of GTE or any of its Subsidiaries under any GTE Plan or otherwise, (B) materially increase any benefits otherwise payable under any GTE Plan or (C) result in any acceleration of the time of payment or vesting of any such benefits.

Employee Matters; ERISA. (a) All Except where the failure to be true would not, individually or in the aggregate, have a Material Adverse Effect on LifeMinders, (i) "employee benefit plans," as defined each LifeMinders Plan has been operated and administered in Section 3(3) of accordance with applicable law, including but not limited to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), other than any "multiemployer plan," as defined in Section 3(37)(A) of ERISAand the Code, maintained or contributed to by the Company or any of its Subsidiaries and (ii) other planseach LifeMinders Plan intended to be "qualified" within the meaning of Section 401(a) of the Code is so qualified, agreements (iii) except as required by COBRA, no LifeMinders Plan provides death or arrangements relating to compensation medical benefits (whether or employee benefits pursuant to which the Company or any of its Subsidiaries may have any material liability (collectively, the "Plans"not insured), are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect to any Plan, whether current or not accrued, contingent former employees of LifeMinders or otherwise, except (a) as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except such of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (x) neither the Company nor any trade or business, whether or not incorporated (an "ERISA Affiliate")incorporated, which together with the Company LifeMinders would be deemed a "single employer" within the meaning of Section 414 4001 of the Code ERISA (a "LifeMinders ERISA Affiliate"), beyond their retirement or Section 4001(bother termination of service, (iv) of ERISA, has incurred any unsatisfied no liability under Title IV of ERISA has been incurred by LifeMinders or any LifeMinders ERISA Affiliate that has not been satisfied in full, and no conditions exist condition exists that could reasonably be expected to present presents a material risk to the Company LifeMinders or any LifeMinders ERISA Affiliate of incurring any such liability (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary coursePBGC premiums), and (yv) no "employee benefit plan" maintained all contributions or contributed to by the Company other amounts due from LifeMinders or any LifeMinders ERISA AffiliateAffiliate with respect to each LifeMinders Plan have been paid in full, other than (vi) neither LifeMinders nor any LifeMinders ERISA Affiliate has engaged in a "multiemployer plan" as defined transaction in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. As to any "multiemployer plan" maintained or contributed to by the Company connection with which LifeMinders or any of its Subsidiaries could reasonably be expected to be subject to either a civil penalty assessed pursuant to Section 409 or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a502(i) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or a tax imposed pursuant to Section 412 4975 or 4976 of the Code, (vii) whether to the best knowledge of LifeMinders there are no pending, threatened or not waivedanticipated claims (other than routine claims for benefits) by, on behalf of or against any LifeMinders Plan or any trusts related thereto and (viii) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (A) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due to any director or any employee of LifeMinders or any of its Subsidiaries under any LifeMinders Plan or otherwise, (B) materially increase any benefits otherwise payable under any LifeMinders Plan or (C) result in any acceleration of the time of payment or vesting of any such benefits.

Employee Matters; ERISA. (a) All (i) "employee benefit plans," as defined in Section 3(3) of Except where the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), other than any "multiemployer plan," as defined in Section 3(37)(A) of ERISA, maintained or contributed failure to by the Company or any of its Subsidiaries and (ii) other plans, agreements or arrangements relating to compensation or employee benefits pursuant to which the Company or any of its Subsidiaries may have any material liability (collectively, the "Plans"), are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect to any Plan, whether or not accrued, contingent or otherwise, except (a) as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations thatbe true would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except such Effect on Xxxx Atlantic, (i) each Xxxx Atlantic Plan has been operated and administered in accordance with applicable law, including but not limited to ERISA and the Code, (ii) each Xxxx Atlantic Plan intended to be "qualified" within the meaning of Section 401(a) of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse EffectCode is so qualified, (xiii) neither the Company nor except as required by COBRA, no Xxxx Atlantic Plan provides death or medical benefits (whether or not insured), with respect to current or former employees of Xxxx Atlantic or of any trade or business, whether or not incorporated (an "ERISA Affiliate")incorporated, which together with the Company Xxxx Atlantic would be deemed a "single employer" within the meaning of Section 414 4001 of the Code ERISA (a "Xxxx Atlantic ERISA Affiliate"), beyond their retirement or Section 4001(bother termination of service, (iv) of ERISA, has incurred any unsatisfied no liability under Title IV of ERISA has been incurred by Xxxx Atlantic or any Xxxx Atlantic ERISA Affiliate that has not been satisfied in full, and no conditions exist condition exists that could reasonably be expected to present presents a material risk to the Company Xxxx Atlantic or any Xxxx Atlantic ERISA Affiliate of incurring any such liability (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary coursePBGC premiums), and (yv) no "employee benefit plan" maintained all contributions or contributed to by the Company other amounts due from Xxxx Atlantic or any Xxxx Atlantic ERISA AffiliateAffiliate with respect to each Xxxx Atlantic Plan have been paid in full, other than (vi) neither Xxxx Atlantic nor any Xxxx Atlantic ERISA Affiliate has engaged in a "multiemployer plan" as defined transaction in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. As to any "multiemployer plan" maintained or contributed to by the Company connection with which Xxxx Atlantic or any of its Subsidiaries could reasonably be expected to be subject to either a civil penalty assessed pursuant to Section 409 or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a502(i) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or a tax imposed pursuant to Section 412 4975 or 4976 of the Code, (vii) whether to the best knowledge of Xxxx Atlantic there are no pending, threatened or not waivedanticipated claims (other than routine claims for benefits) by, on behalf of or against any Xxxx Atlantic Plan or any trusts related thereto, and (viii) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (A) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due to any director or any employee of Xxxx Atlantic or any of its Subsidiaries under any Xxxx Atlantic Plan or otherwise, (B) materially increase any benefits otherwise payable under any Xxxx Atlantic Plan G or (C) result in any acceleration of the time of payment or vesting of any such benefits.

Employee Matters; ERISA. (a) All (i) "employee benefit plans," as defined in Section 3(3) of Except where the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), other than any "multiemployer plan," as defined in Section 3(37)(A) of ERISA, maintained or contributed failure to by the Company or any of its Subsidiaries and (ii) other plans, agreements or arrangements relating to compensation or employee benefits pursuant to which the Company or any of its Subsidiaries may have any material liability (collectively, the "Plans"), are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect to any Plan, whether or not accrued, contingent or otherwise, except (a) as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations thatbe true would not, individually or in the aggregate, have a material adverse effect on Xxxx Atlantic, (i) each Xxxx Atlantic Plan has been operated and administered in accordance with applicable law, including but not had limited to ERISA and would not reasonably the Code, (ii) each Xxxx Atlantic Plan intended to be expected to have a Material Adverse Effect. Except such "qualified" within the meaning of Section 401(a) of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse EffectCode is so qualified, (xiii) neither the Company nor except as required by COBRA, no Xxxx Atlantic Plan provides death or medical benefits (whether or not insured), with respect to current or former Xxxx Atlantic Employees or of any trade or business, whether or not incorporated (an "ERISA Affiliate")incorporated, which together with the Company Xxxx Atlantic would be deemed a "single employer" within the meaning of Section 414 4001 of the Code ERISA (a "Xxxx Atlantic ERISA Affiliate"), beyond their ----------------------------- retirement or Section 4001(bother termination of service, (iv) of ERISA, has incurred any unsatisfied no liability under Title IV of ERISA has been incurred by Xxxx Atlantic or any Xxxx Atlantic ERISA Affiliate that has not been satisfied in full, and no conditions exist condition exists that could reasonably be expected to present presents a material risk to the Company Xxxx Atlantic or any Xxxx Atlantic ERISA Affiliate of incurring any such liability (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary coursePBGC premiums), and (yv) no "employee benefit plan" maintained all contributions or contributed to by the Company other amounts due from Xxxx Atlantic or any Xxxx Atlantic ERISA AffiliateAffiliate with respect to each Xxxx Atlantic Plan have been paid in full, other than (vi) neither Xxxx Atlantic nor any Xxxx Atlantic ERISA Affiliate has engaged in a "multiemployer plan" as defined transaction in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. As to any "multiemployer plan" maintained or contributed to by the Company connection with which Xxxx Atlantic or any of its Subsidiaries ERISA Affiliates could reasonably be expected to be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA Affiliate or a tax imposed pursuant to Section 4975 or 4976 of the CompanyCode, (vii) except as set forth in Section 4.2.12 (vii) of the Xxxx Atlantic Disclosure Schedule, there are no pending, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any Xxxx Atlantic Plan or any trusts related thereto, and (viii) except as set forth in Section 4.2.12 (a)(viii) of the Xxxx Atlantic Disclosure Schedule, neither the Company execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (A) result in any ERISA Affiliate has payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due under any Knowledge Xxxx Atlantic Plan or otherwise, (aB) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; materially increase any benefits otherwise payable under any Xxxx Atlantic Plan or (bC) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 result in any acceleration of the Code) whether time of payment or not waivedvesting of any such benefits.

Employee Matters; ERISA. (a) All (i) "employee benefit plans," as defined in Section 3(3) of Except where the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), other than any "multiemployer plan," as defined in Section 3(37)(A) of ERISA, maintained or contributed failure to by the Company or any of its Subsidiaries and (ii) other plans, agreements or arrangements relating to compensation or employee benefits pursuant to which the Company or any of its Subsidiaries may have any material liability (collectively, the "Plans"), are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect to any Plan, whether or not accrued, contingent or otherwise, except (a) as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations thatbe true would not, individually or in the aggregate, have a material adverse effect on Xxxx Atlantic, (i) each Xxxx Atlantic Plan has been operated and administered in accordance with applicable law, including but not had limited to ERISA and would not reasonably the Code, (ii) each Xxxx Atlantic Plan intended to be expected to have a Material Adverse Effect. Except such “qualified” within the meaning of Section 401(a) of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse EffectCode is so qualified, (xiii) neither the Company nor except as required by COBRA, no Xxxx Atlantic Plan provides death or medical benefits (whether or not insured), with respect to current or former Xxxx Atlantic Employees or of any trade or business, whether or not incorporated (an "ERISA Affiliate")incorporated, which together with the Company Xxxx Atlantic would be deemed a "“single employer" ” within the meaning of Section 414 4001 of the Code ERISA (a “Xxxx Atlantic ERISA Affiliate”), beyond their retirement or Section 4001(bother termination of service, (iv) of ERISA, has incurred any unsatisfied no liability under Title IV of ERISA has been incurred by Xxxx Atlantic or any Xxxx Atlantic ERISA Affiliate that has not been satisfied in full, and no conditions exist condition exists that could reasonably be expected to present presents a material risk to the Company Xxxx Atlantic or any Xxxx Atlantic ERISA Affiliate of incurring any such liability (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary coursePBGC premiums), and (yv) no "employee benefit plan" maintained all contributions or contributed to by the Company other amounts due from Xxxx Atlantic or any Xxxx Atlantic ERISA AffiliateAffiliate with respect to each Xxxx Atlantic Plan have been paid in full, other than (vi) neither Xxxx Atlantic nor any Xxxx Atlantic ERISA Affiliate has engaged in a "multiemployer plan" as defined transaction in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. As to any "multiemployer plan" maintained or contributed to by the Company connection with which Xxxx Atlantic or any of its Subsidiaries ERISA Affiliates could reasonably be expected to be subject to either a civil penalty assessed pursuant to Section 409 or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a502(i) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or a tax imposed pursuant to Section 412 4975 or 4976 of the Code, (vii) whether except as set forth in Section 4.2.12 (vii) of the Xxxx Atlantic Disclosure Schedule, there are no pending, threatened or not waived.anticipated claims (other than routine claims for benefits) by, on behalf of or against any Xxxx Atlantic Plan or any trusts related thereto, and

Employee Matters; ERISA. (a) All (i) Each "employee benefit plans,plan" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), other than any "multiemployer plan," as defined in Section 3(37)(A) of ERISA, each other bonus, deferred compensation, stock option, severance, change in control or other written plan or policy relating to compensation, fringe benefits or perquisites for current or former directors or employees of NCE or any of its subsidiaries that is maintained or contributed to by the Company NCE or any of its Subsidiaries and (ii) other planssubsidiaries, agreements each employment, severance, change-in-control or arrangements relating to compensation or employee benefits pursuant to which the Company similar agreement that exists between NCE or any of its Subsidiaries may have subsidiaries and any material liability officer of NCE or any of its subsidiaries that provides for base pay in excess of $150,000 per year, and each other employment, severance, change in control or similar arrangement that exists between NCE or any of its subsidiaries and any employee of NCE or any of its subsidiaries that provides severance, change in control or other similar payments or benefits which exceed three times the employee's annual compensation (collectively, the "NCE Employee Benefit Plans"), are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), and the Company and its Subsidiaries do not have any liabilities each current or obligations (other than liabilities and obligations for benefits payable former employee or director eligible to participate in the ordinary courseNCE 1999 Senior Executive Severance Policy is listed in Section 5.10(a) with respect to any Plan, whether or not accrued, contingent or otherwise, except (a) as described in any of the SEC Reports filed prior NCE Disclosure Schedule. Except where the failure to the date hereof be in material compliance or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations thatbe so operated would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except such of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a NCE Material Adverse Effect, each XXX Xxxxxxxx Xxxxxxx Xxan and each employee benefit plan and each bonus, deferred compensation, stock option, severance, change in control or other written plan, agreement or policy relating to compensation, fringe benefits or perquisites for current or former directors or employees of any of NCE's joint ventures (x) neither collectively, the Company nor any trade or business, whether or not incorporated (an "ERISA AffiliateNCE Joint Venture Plans"), is in substantial compliance with applicable law, including, without limitation, ERISA and the Code, and has been administered and operated in all material respects in accordance with its terms. Each NCE Employee Benefit Plan and each NCE Joint Venture Plan which together with the Company would is intended to be deemed a "single employer" qualified within the meaning of Section 414 401(a) of the Code or Section 4001(b) has received a favorable determination letter from the IRS and, to the knowledge of ERISANCE, no event has incurred any unsatisfied liability under Title IV of ERISA occurred and no conditions exist that condition exists which could reasonably be expected to present a risk to result in the Company or any ERISA Affiliate revocation of incurring any such liability (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), and (y) no "employee benefit plan" maintained or contributed to by the Company or any ERISA Affiliate, other than a "multiemployer plan" as defined in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. As to any "multiemployer plan" maintained or contributed to by the Company or any of its Subsidiaries or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waiveddetermination.

Employee Matters; ERISA. (a) All The Parent Disclosure Letter lists all employee pension benefit plans (i) "employee benefit plans," as defined in Section 3(33(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), other than any "multiemployer plan," all employee welfare benefit plans (as defined in Section 3(37)(A3(1) of ERISA), maintained all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other or contributed to by the Company similar material fringe or any of its Subsidiaries and (ii) other employee benefit plans, programs or arrangements, all consulting agreements with former officers and directors of Parent and all employment, termination, change-in-control or arrangements relating to compensation or employee benefits severance agreements, in each case, pursuant to which the Company Parent or any of its Subsidiaries may have any liability material liability to Parent and its Subsidiaries, taken as a whole (collectivelytogether, the "Parent Employee Plans"), excluding, however, employee benefit plans that are in compliance with all applicable provisions primarily subject to the laws of ERISA and any jurisdiction outside the Internal Revenue Code of 1986, United States. (b) Except as amended (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable disclosed in the ordinary course) with respect to any Plan, whether or not accrued, contingent or otherwise, except (a) as described in any of the Parent SEC Reports filed prior to the date hereof hereof, no material liability under Title IV of ERISA has been or is reasonably expected to be incurred by the Parent or any Subsidiary of the Parent or any entity which is considered a single employer with the Parent or any Subsidiary of the Parent under Section 4001(a)(15) of ERISA or Section 414 of the Code (a "Parent ERISA Affiliate"), other than liabilities for premium payments to the PBGC and liabilities that have previously been satisfied. (c) Except as disclosed in writing the Parent SEC Reports filed prior to the Investors date of this Agreement, none of the Parent Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person, other than health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA, and (bnone of the Parent Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) for instances of noncompliance or liabilities or obligations thatERISA. Except as set forth in the Parent SEC Reports filed prior to the date of this Agreement and except, individually or in the aggregate, have not had and as would not have, or A-29 31 reasonably be expected to have have, a Material Adverse Effect. Except such of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect, (xi) neither no party in interest or disqualified person (as defined in Section 3(14) of ERISA and Section 4975 of the Company nor Code) has at any trade time engaged in a transaction with respect to any Parent Employee Plan which could subject Parent or business, whether or not incorporated (an "any Parent ERISA Affiliate"), which together directly or indirectly, to any tax, penalty or other liability for prohibited transactions under ERISA or Section 4975 of the Code; (ii) no fiduciary of any Parent Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA; (iii) all Parent Employee Plans have been established and maintained substantially in accordance with their terms and have operated in compliance with the Company would requirements of applicable law, and Parent and its Subsidiaries have performed all obligations required to be deemed performed by them under and are not in default under or in violation of any of Parent Employee Plans; (iv) each Parent Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified, is the subject of a favorable determination letter from the IRS, and, to Parent's knowledge, nothing has occurred which may reasonably be expected to result in the revocation of such determination; (v) all contributions required to be made with respect to any Parent Employee Plan pursuant to Section 412 of the Code and Section 302 of ERISA, or pursuant to the terms of Parent Employee Plan or any collective bargaining agreement, have been made on or before their due dates (including any extensions thereof); (vi) with respect to each Parent Employee Plan, no "single employerreportable event" within the meaning of Section 414 4043 of ERISA (excluding any such event for which the Code or 30 day notice requirement has been waived under the regulations to Section 4001(b) 4043 of ERISA, ) has incurred occurred for which there is any unsatisfied outstanding liability under Title IV of ERISA and no conditions exist that could reasonably be expected to present a risk to the Company Parent or any ERISA Affiliate of incurring any such liability (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), and (y) no "employee benefit plan" maintained or contributed to by the Company or any Parent ERISA Affiliate, other than nor would the execution, delivery or consummation of the transactions contemplated hereby constitute a "multiemployer plan" reportable event for which the 30-day requirement has not been waived; and (vii) no Parent Employee Plan is under audit or investigation by the IRS, the Department of Labor or the PBGC nor, to the knowledge of Parent, is any such audit or investigation threatened. (d) The Parent Disclosure Letter sets forth a true and complete list of each current or former officer or director of Parent or any of its Subsidiaries who holds (i) any Parent Option as defined in Section 3(37)(A) of ERISAthe date of this Agreement, has incurred together with the number of shares of Parent Common Stock subject to such option, the exercise price of such option, the vested and unvested portion of such option, whether such option is intended to qualify as an "accumulated funding deficiency" (incentive stock option within the meaning of Section 302 422(b) of ERISA the Code, and the expiration date of such option; or (ii) any shares of Parent Common Stock that are restricted and the date(s) of lapse of such restrictions. The Parent Disclosure Letter also sets forth the number of options outstanding as of the date hereof and the different exercise prices and expiration dates for such options. In addition, the Parent Disclosure Letter sets forth, in the aggregate, the number of shares of Parent Common Stock underlying (i) all other outstanding rights under Parent Employee Plans (other than plans that are qualified plans under Section 412 401(a) of the Code) whether or not waived. As to any "multiemployer plan" maintained or contributed receive shares of Parent Common Stock, to by the Company or any of its Subsidiaries or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a) extent that such plan shares of Parent Common Stock are not included in the number of shares set forth in the second sentence of Section 4.3, and (ii) compensation based on the value of shares of Parent Common Stock. (e) The PBGC has not notified Parent regarding the institution of proceedings to terminate any Parent Employee Plan that is not in substantial compliance with the applicable provisions subject to Title IV of ERISA and the Code; (each, a "Parent Defined Benefit Plan"). The Parent Defined Benefit Plans have no accumulated or (b) that such plan has incurred an "accumulated waived funding deficiency" (deficiencies within the meaning of Section 302 412 of ERISA or the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. (f) To the knowledge of Parent, all employee benefit plans of Parent and any of its Subsidiaries that are primarily subject to the laws of any jurisdiction outside of the United States have been maintained in compliance with all applicable law (including, if they are intended to qualify for special tax treatment, applicable tax laws), except for noncompliance that would not individually or in the aggregate have a Parent Material Adverse Effect. (g) The execution and delivery of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Parent Employee Plan, trust or loan that will or may result in any A-30 32 payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current or former employee of Parent or any Subsidiary of Parent, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Parent or any Subsidiary of Parent to amend or terminate any Parent Employee Plan. No payment or benefit which is required to be paid or distributed, prior to or after the Closing, by Parent, the Company, the Parent Surviving Corporation or any of their respective Subsidiaries under any Parent Employee Plan or any other plan, program or arrangement of Parent to any current or former employee of Parent or any Subsidiary of Parent will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code) whether or not waived.. Section 4.11

Employee Matters; ERISA. (a) All (i) Each "employee benefit plans,plan" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), bonus, deferred compensation, stock option, employment, severance, change in control or other than written agreement relating to employment, fringe benefits or perquisites for current or former employees of CNG or any "multiemployer plan," as defined in Section 3(37)(A) of ERISAits subsidiaries, maintained or contributed to by the Company CNG or any of its Subsidiaries and (ii) other plans, agreements or arrangements relating to compensation or employee benefits pursuant to which subsidiaries at any time during the Company or any of its Subsidiaries may have any material liability seven-calendar year period immediately preceding the date hereof (collectively, the "CNG Employee Benefit Plans")) is listed in Section 5.8(a) of the CNG Disclosure Schedule. (b) With respect to the CNG Employee Benefit Plans, are individually and in compliance the aggregate, no event has occurred and, to the knowledge of CNG, there exists no condition or set of circumstances, in connection with all applicable provisions which CNG or any of ERISA and the Internal Revenue Code of 1986, as amended its subsidiaries could be subject to any liability that is reasonably likely to have a CNG Material Adverse Effect (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations except liability for benefits claims and funding obligations payable in the ordinary course) under ERISA, the Code or any other applicable law. (c) Each CNG Employee Benefit Plan has been administered in accordance with respect to any Plan, whether or not accrued, contingent or otherwiseits terms, except (a) for any failures to so administer any CNG Employee Benefit Plans as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations thatwould not, individually or in the aggregate, have not had and would not reasonably be expected to have a CNG Material Adverse Effect. Except , CNG, its subsidiaries and all the CNG Employee Benefit Plans are in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements as they relate to the CNG Employee Benefit Plans, except for any failures to be in such of the following ascompliance as would not, individually or in the aggregate, have not had and would not reasonably be expected to have a CNG Material Adverse Effect, (x) neither the Company nor any trade or business, whether or not incorporated (an "ERISA Affiliate"), . Each CNG Employee Benefit Plan which together with the Company would is intended to be deemed a "single employer" qualified within the meaning of Section 414 401(a) of the Code or Section 4001(b) has received a favorable determination letter from the IRS and, to the knowledge of ERISACNG, no event has incurred any unsatisfied liability under Title IV of ERISA occurred and no conditions exist that condition exists which could reasonably be expected to present result in the revocation of any such determination. (d) Except for all equity-based and other awards, the vesting and exercisability of which will, by their terms, be accelerated as a risk result of the transactions contemplated hereunder, no employee of CNG will be entitled to the Company any additional benefits or any ERISA Affiliate of incurring any such liability (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), and (y) no "employee benefit plan" maintained or contributed to by the Company or any ERISA Affiliate, other than a "multiemployer plan" as defined in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 acceleration of the Code) whether time of payment or not waived. As to vesting of any "multiemployer plan" maintained or contributed to by the Company or benefits under any of its Subsidiaries or ERISA Affiliate CNG Employee Benefit Plan as a result of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of transactions contemplated by this Agreement. Section 302 of ERISA or Section 412 of the Code) whether or not waived.V.9