Common use of Employee Plan Compliance Clause in Contracts

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have performed in all material respects all obligations required to be performed by them under, are not in material default or violation of, and have no Knowledge of any default or violation by any other party to each Q5 Employee Plan, and each Q5 Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) each Q5 Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge of Q5 or any Q5 Subsidiary, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Employee Plan or against the assets of any Q5 Employee Plan; (v) there are no audits, inquiries or proceedings pending or, to the Knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Employee Plan; and (vi) neither Q5, Q5 Subsidiaries, nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) Q5 and Q5 Subsidiaries have the Company has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to to, each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to and no event has occurred which would adversely affect the status of such determination letter or the qualified status of each such Q5 Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 Subsidiarythe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA Affiliatesthe Company, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Affiliate is subject to any material penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have Launch has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, ; and have has no Knowledge knowledge of any material default or violation by any other party to each Q5 Launch Employee Plan, and each Q5 Launch Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Launch Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is qualified, and has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to applicable for all periods beginning with the adoption of such Launch Employee Plan and no event has occurred which would adversely affect the status of such determination letter or the qualified status of each such Q5 Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Launch Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryLaunch, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Launch Employee Plan or against the assets of any Q5 Launch Employee Plan; (v) each Launch Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Yahoo!, Launch or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA AffiliatesLaunch, threatened by the IRS or DOL with respect to any Q5 Launch Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, Launch nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Launch Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth in Part 2.14(d) of the Company Schedules, (i) Q5 and Q5 Subsidiaries have the Company has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plandetermination; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 Subsidiarythe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 the Company or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth in Section 2.17(c) of the Company Disclosure Document: (i) Q5 and Q5 Subsidiaries have the Company has performed in all material respects all obligations required to be performed by them it under, are is not in material default or material violation of, and have has no Knowledge knowledge of any default or violation by any other party to each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Company Employee Plan; (iii) no "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Company Employee PlanPlan except where such transaction would not result in material liability; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryCompany, threatened in writing or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time, without material liability to the Company (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA AffiliatesCompany, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, nor any ERISA Affiliate the Company is not subject to any material penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) the Company has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan except where such failure would not result in material liability.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on Parent (i) Q5 and Q5 Subsidiaries have Parent has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to to, each Q5 Parent Employee Plan, and each Q5 Parent Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Parent Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to and no event has occurred which would adversely affect the status of such determination letter or the qualified status of each such Q5 Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Parent Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryParent, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Parent Employee Plan or against the assets of any Q5 Parent Employee Plan; (v) each Parent Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to Parent or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA AffiliatesParent, threatened by the IRS or DOL with respect to any Q5 Parent Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, Parent nor any ERISA Affiliate is subject to any material penalty or tax with respect to any Q5 Parent Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Parent or any Affiliate with respect to any of the Parent Employee Plans have been made as required under ERISA or have been accrued on the Parent Balance Sheet.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have performed in all material respects all obligations required to be performed by them under, are not in material default or violation of, and have no Knowledge of any default or violation by any other party to each Q5 Employee Plan, and each Q5 Each Company Employee Plan has been established established, registered, qualified, amended, funded, invested and maintained administered in all material respects compliance with the terms of any document that affects such activity in accordance with its terms respect of such Plan, and in material compliance with all the applicable provisions of ERISA, the Code and other applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and the Codeextent applicable to a Company Employee Plan; (ii) each Q5 Employee Plan which is intended to qualify under be qualified within the meaning of Section 401(a) of the Code is so qualified and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under qualification, and nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the Code or has remaining a period loss of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Planqualification; (iii) no "event has occurred and no condition exists that would subject the Company or its Subsidiary, either directly or by reason of their affiliation with an ERISA Affiliate, to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Laws; (iv) neither the Company nor any of its ERISA Affiliates has incurred any current or projected liability in respect of post-employment or post-retirement health, medical or life insurance benefits for the Employees, except as required to avoid an excise tax under Section 4980B of the Code or otherwise except as may be required pursuant to any other applicable Law; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company or any ERISA Affiliate (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge of the Company or any ERISA Affiliates, threatened by the IRS, DOL, or any other Governmental Entity with respect to any Company Employee Plan; (vii) no “prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge of Q5 or any Q5 Subsidiary, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Employee Plan or against the assets of any Q5 Employee Plan; (v) there are no audits, inquiries or proceedings pending or, to the Knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 the Company has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the CodePlan.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on Company: (i) Q5 and Q5 Subsidiaries have Company has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to to, each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to and no event has occurred which would adversely affect the status of such determination letter or the qualified status of each such Q5 Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryCompany, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA AffiliatesCompany, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, Company nor any ERISA Affiliate is subject to any material penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on Parent (i) Q5 and Q5 Subsidiaries have Parent has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to to, each Q5 Parent Employee Plan, and each Q5 Parent Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Parent Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to and no event has occurred which would adversely affect the status of such determination letter or the qualified status of each such Q5 Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Parent Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryParent, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Parent Employee Plan or against the assets of any Q5 Parent Employee Plan; (v) each Parent Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, Parent or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA AffiliatesParent, threatened by the IRS or DOL with respect to any Q5 Parent Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, Parent nor any ERISA Affiliate is subject to any material penalty or tax with respect to any Q5 Parent Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Parent or any Affiliate with respect to any of the Parent Employee Plans have been made as required under ERISA or have been accrued on the Parent Balance Sheet.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have The Company has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and the Company, Indemnitors and Stockholders have no Knowledge of any default or violation by any other party to each Q5 Employee Plan, and each Q5 Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Employee Plan; (iviii) there are no actions, suits or claims pending, or, to the Knowledge of Q5 the Company, Indemnitors or any Q5 Subsidiarythe Stockholders, threatened nor, to the Knowledge of the Company, Indemnitors or reasonably anticipated the Stockholders, is there any basis therefor (other than routine claims for benefits) against any Q5 Employee Plan or against the assets of any Q5 Employee Plan; (iv) each Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to Parent, the Company or any Affiliate (other than ordinary administration expenses); (v) there are no audits, inquiries or proceedings pending or, to the Knowledge of Q5 the Company, Indemnitors or the Stockholders or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Employee Plan; and (vi) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Section 5.16 of the Seller Disclosure Schedule, (i) Q5 and Q5 Subsidiaries have Seller has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to each Q5 of Seller’s “employee pension benefit plans” as defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (each, a “Seller Employee Plan”), and each Q5 Seller Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) each Q5 Seller Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify be tax-exempt under Section 501(a) of the Code has either received a favorable determination, opinion, notification or and/or advisory letter letter, as applicable, from the IRS Internal Revenue Service (“IRS”) with respect to each such Q5 Seller Employee Plan as to its tax-qualified status (and the related tax-exempt status of the accompanying trust) under the Code Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the tax-qualified status of each such Q5 Seller Employee PlanPlan (and the related tax-exempt status of the accompanying trust); (iii) no "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Seller Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge best knowledge of Q5 or any Q5 SubsidiarySeller, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Seller Employee Plan or against the assets of any Q5 Seller Employee Plan; (v) each Seller Employee Plan (other than any stock option plan) (including any Seller Employee Plan covering employees of Seller) can be amended, terminated or otherwise discontinued by Seller, or Buyer on or after the Closing Date, without liability to Buyer, Seller or any of their respective affiliates (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA AffiliatesSeller, threatened by the IRS or DOL Department of Labor (“DOL”) with respect to any Q5 Seller Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, nor any ERISA Affiliate Seller is not subject to any penalty or tax with respect to any Q5 Seller Employee Plan under Section 502(i) 502 of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) Q5 Each of the Company and Q5 Subsidiaries have its Affiliates has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to to, each Q5 Company Employee PlanPlan and/or Employee Agreement, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulationsLegal Requirements, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received (A) a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code (or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination) or (B) if such Plan is on a prototype or volume submitter plan document, such prototype or volume submitter document has received a favorable opinion letter, and no event has occurred which would adversely affect the status of such determination as to letter or opinion letter or the qualified status of each such Q5 Employee Plan; (iii) no "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge of Q5 or any Q5 SubsidiaryCompany’s knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued either before or after the Effective Time in accordance with its terms, without liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA AffiliatesCompany’s knowledge, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have The Company has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plandetermination; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 Subsidiarythe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 the Company or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth in Section 2.11(d) of the Company Schedule, (i) Q5 and Q5 Subsidiaries have the Company has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Company Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 Subsidiarythe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time, without material liability to the Parent, Company or any of its Affiliates (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 the Company or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have The Company has performed in all material respects all obligations required to be performed by them under, are not in material default or violation of, and have no Knowledge of any default or violation by any other party to it under each Q5 Employee Plan, Plan and each Q5 Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) each Q5 Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under from the Code IRS or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plandetermination; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections Section 406 and or 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 Subsidiarythe Company, threatened or reasonably anticipated (other than routine claims for benefits) ), against any Q5 Employee Plan or against the assets of any Q5 Employee Plan; (v) each Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Company, Parent, Sub or any Affiliate (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 the Company or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Employee Plan under Section 502(i402(i) of ERISA or Sections Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) Q5 The Company and Q5 Subsidiaries have each ERISA Affiliate has performed in all material respects all obligations required to be performed by them under, are is not in material default or violation in any material respect of, and have the Company and each of its Subsidiaries has no Knowledge knowledge of any material default or violation by any other party to each Q5 to, any Company Employee Plan, and each Q5 Company Employee Plan has been registered, established and maintained in all material respects in accordance with its terms and in material compliance with all applicable lawsLegal Requirements, statutesincluding, orders, rules and regulations, including but not limited to to, ERISA and or the Code; . (ii) each Q5 Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (A) has either received applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination, opinionnotification, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan and/or opinion letter, as applicable, as to its qualified status under from the Code IRS or still has a remaining a period of time under applicable Treasury regulations Regulations or IRS pronouncements in which to apply for such a letter and to make any amendments necessary to obtain a favorable determination as determination, and (B) incorporates or has been amended to incorporate all provisions required to comply with the qualified status Tax Reform Act of each such Q5 Employee Plan; 1986 and subsequent legislation. (iii) no "No “prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; . (iv) there There are no actions, suits or claims pending, pending or, to the Knowledge knowledge of Q5 or any Q5 Subsidiarythe Company, threatened or reasonably anticipated (other than routine claims for benefitsbenefits under fully insured Company Employee Plans) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; . (v) there Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without any Liability to Parent, the Company or any ERISA Affiliate (other than ordinary administration expenses). (vi) There are no audits, inquiries or proceedings pending or, or to the Knowledge knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA Affiliatesthe Company, threatened by the IRS IRS, DOL, or DOL any other Governmental Entity with respect to any Q5 Company Employee Plan; and (vi) neither Q5, Q5 Subsidiaries, . Neither the Company nor any ERISA Affiliate is subject to any penalty or tax Tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. (vii) The Company and each ERISA Affiliate have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have Company has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plandetermination; (iii) to the Company's knowledge (following reasonable inquiry), no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryCompany, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, Company or any of its Affiliates (other than legally required payments in connection with such termination or amendment and ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 Company or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) to the Company's knowledge (following reasonable inquiry), neither Q5, Q5 Subsidiaries, Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have Talarian has performed in ------------------------ all material respects all obligations required to be performed by them it under, are is not in material default or violation of, ; and have has no Knowledge knowledge of any material default or violation by any other party to each Q5 Talarian Employee Plan, and each Q5 Talarian Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Talarian Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified, and has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination effective as to of the adoption of the Plan, and no event has occurred which would adversely affect the status of such determination letter or the qualified status of each such Q5 Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Talarian Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryTalarian, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Talarian Employee Plan or against the assets of any Q5 Talarian Employee Plan; (v) each Talarian Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to TIBCO, Talarian or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA AffiliatesTalarian, threatened by the IRS or DOL with respect to any Q5 Talarian Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, Talarian nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Talarian Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) Q5 The Company and Q5 each of the Subsidiaries have has performed in all material respects all obligations required to be performed by them under, are not in material default or violation of, and have no Knowledge of any default or violation by any other party to it under each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in all material respects in compliance with all applicable laws, statutes, orders, rules and regulationsLaws, including but not limited to ERISA and the Code; (ii) each Q5 . Each Company Employee Plan intended to qualify under Section 401(a40l(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination, opinion, notification determination letter or advisory opinion letter from the IRS with respect to each such Q5 Company Employee Plan as to its qualified status under the Code or has remaining a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter letter, and make any amendments necessary to obtain a favorable determination nothing has occurred as to any such Company Employee Plan which has resulted or is likely to result in the qualified status revocation of such qualification, in each such Q5 case in all material respects. No Company Employee Plan; (iii) Plan and no "party in interest with respect thereto has engaged in a “prohibited transaction," within ” which could subject the meaning Company or any of the Subsidiaries directly or indirectly to liability under Section 4975 of the Code or Sections 406 and 407 409 or 502(i) of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Employee Plan; (iv) there . There are no actions, suits suits, claims or claims pending, proceedings pending or, to the Knowledge knowledge of Q5 or any Q5 Subsidiarythe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or fiduciary thereto (in his or her capacity as such) or against the assets of any Q5 Company Employee Plan; Plan nor, to the knowledge of the Company, is there any reasonable basis therefor. Each Company Employee Plan can be amended, terminated or otherwise discontinued on or after the Closing Date in accordance with its terms, without liability to the Company, any of the Subsidiaries, Cetus or any of its ERISA Affiliates (v) there other than payment of accrued benefits and ordinary administration expenses typically incurred in a termination event). There are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA Affiliatesthe Company, threatened by the IRS IRS, DOL or DOL any other Governmental Entity having jurisdiction over the Company or any of the Subsidiaries with respect to any Q5 Company Employee Plan; . All annual reports and (vi) neither Q5other filings required by the IRS, Q5 Subsidiaries, DOL or any other similar Governmental Entity having jurisdiction over the Company or any of the Subsidiaries have been timely made. Neither the Company nor any of the Subsidiaries nor any ERISA Affiliate is subject to any penalty or tax Tax with respect to any Q5 Company Employee Plan under Section 502(iSection501(i) of ERISA or Sections Section 4975 through 4980 4980D of the CodeCode or any similar Laws of other jurisdictions applicable to the Company or any of the Subsidiaries and no Company Employee Plan is sponsored or maintained by any Person that is or was considered to be a co-employer with the Company or any of the Subsidiaries.

Employee Plan Compliance. Except as set forth on the ------------------------ Computervision Disclosure Schedule, (i) Q5 Computervision and Q5 Subsidiaries have each Affiliate has performed in all material respects all obligations required to be performed by them under, are not in material default or violation of, and have no Knowledge of any default or violation by any other party to it under each Q5 Computervision Employee Plan, and each Q5 Computervision Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Computervision Employee PlanPlan for which no exemption exists under Section 4975(c) or (d) of the Code or Section 408 of ERISA that would have a Computervision Material Adverse Effect; (iviii) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryComputervision, threatened or reasonably anticipated (other than routine claims for benefitsbenefits or actions seeking qualified domestic relations orders) against any Q5 Computervision Employee Plan or against the assets of any Q5 Computervision Employee Plan; (iv) each Computervision Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Computervision, Parent or any of its Affiliates (other than for ordinary administration expenses typically incurred in a termination event and benefits accrued through the effective date of such amendment, termination or discontinuance not materially in excess of those provided for in the Computervision Financials); (v) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 Computervision or any of Q5 Subsidiaries, or any ERISA Affiliatesaffiliates, threatened by the IRS or DOL with respect to any Q5 Computervision Employee Plan; and (vi) neither Q5, Q5 Subsidiaries, Computervision nor any ERISA Affiliate is subject to any material penalty or tax with respect to any Q5 Computervision Employee Plan under Section 502(i406(i) of ERISA or Sections Section 4975 through 4980 of the Code; (vii) all contributions, premiums or other payments due from Computervision or its Affiliates with respect to any Computervision Employee Plan have been fully paid or adequately provided for on Computervision's audited financial statements; and (viii) all reports required by any governmental agency to be filed with respect to each Computervision Employee Plan since January 1, 1995 have been timely filed except where the failure to be so timely filed would not have a Computervision Material Adverse Effect.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have performed in all material respects all obligations required to be performed by them under, are not in material default or violation of, and have no Knowledge of any default or violation by any other party to each Q5 Employee Plan, and each Q5 Each Company Employee Plan has been established established, administered, and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulationsLaws, including but not limited to ERISA and the Code; (ii) each Q5 all the Company Employee Plan Plans that are intended to qualify be qualified under Section 401(a) of the Code are so qualified and each trust intended have received timely determination letters from the IRS and no such determination letter has been revoked nor, to qualify under Section 501(a) the Knowledge of the Code Company, has either received any such revocation been threatened, or, with respect to a favorable determinationprototype plan, opinion, notification or advisory can rely on an opinion letter from the IRS with respect to each the prototype plan sponsor, to the effect that such Q5 Employee Plan as qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to its the Knowledge of the Company no circumstance exists that is reasonably likely to result in the loss of such qualified status under Section 401(a) of the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee PlanCode; (iii) no "prohibited transaction," within the meaning Company and its Subsidiaries, where applicable, have timely paid or accrued all contributions, benefits, premiums, and other payments required by the terms of each Company Employee Plan and applicable Law and accounting principles; (iv) except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); and (v) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could reasonably subject the Company or any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge of Q5 or any Q5 Subsidiary, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Employee Plan or against the assets of any Q5 Employee Plan; (v) there are no audits, inquiries or proceedings pending or, to the Knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Employee Plan; and (vi) neither Q5, Q5 Subsidiaries, nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Employee Plan under Section 502(i) of ERISA ERISA, except in each case, as would not reasonably be expected to have, individually or Sections 4975 through 4980 of in the Codeaggregate, a Company Material Adverse Effect.

Employee Plan Compliance. (i) Q5 The Company and Q5 Subsidiaries have each Affiliate has performed in all material respects all obligations required to be performed by them under, are not in material default or violation of, and have no Knowledge of any default or violation by any other party to it under each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and that is not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)exempt, has occurred with respect to any Q5 Company Employee Plan; (iviii) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryCompany, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (iv) each Company Employee Plan (other than any 401(k) or option plan) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to the Company, the Surviving Corporation or any of its Affiliates (other than for ordinary administration expenses typically incurred in a termination event and benefits accrued through the effective date of such amendment, termination or discontinuance); (v) to the knowledge of the Company there are no audits, inquiries or proceedings pending or, to the Knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vi) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Affiliate is subject to any material penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i406(i) of ERISA or Sections Section 4975 through 4980 of the Code; and (vii) all contributions, premiums or other payments due and owing from the Company or its Affiliates with respect to any Company Employee Plan have been timely paid or adequately provided for on the Company Balance Sheet.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have The Company has performed in all ------------------------ material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plandetermination; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 Subsidiarythe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 the Company or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have performed in all material respects all obligations required to be performed by them under, are not in material default or violation of, and have no Knowledge of any default or violation by any other party to each Q5 Employee Plan, and each Q5 Each Company Employee Plan has been established established, administered, and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulationsLaws, including but not limited to ERISA and the Code; (ii) each Q5 all the Company Employee Plan Plans that are intended to qualify be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, have received timely determination letters from the IRS and each trust intended no such determination letter has been revoked nor, to qualify under Section 501(a) the Knowledge of the Code Company, has either received any such revocation been threatened, or with respect to a favorable determinationprototype plan, opinion, notification or advisory can rely on an opinion letter from the IRS with respect to each the prototype plan sponsor, to the effect that such Q5 Employee Plan as qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to its the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee PlanCode; (iii) no "prohibited transaction," within the meaning Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vesting, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); and (v) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could subject the Company or any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge of Q5 or any Q5 Subsidiary, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Employee Plan or against the assets of any Q5 Employee Plan; (v) there are no audits, inquiries or proceedings pending or, to the Knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Employee Plan; and (vi) neither Q5, Q5 Subsidiaries, nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Employee Plan under Section 502(i) of ERISA that would represent a material liability to Parent, the Company, or Sections 4975 through 4980 any of its Subsidiaries after the CodeEffective Time.

Employee Plan Compliance. Except as set forth on Section 2.11(d) of the Company Disclosure Schedule, (i) Q5 and Q5 Subsidiaries have Company has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to each Q5 Company Employee PlanPlan and Employment Agreement, and each Q5 Company Employee Plan and Employment Agreement has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Company Employee Plan; (iviii) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryCompany, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or Employment Agreement or against the assets of any Q5 Company Employee Plan, except for claims for benefits in the ordinary course; (iv) each Company Employee Plan and Employment Agreement can be amended, terminated or otherwise discontinued after the Effective Time, without material liability to Parent, Company or any of its ERISA Affiliates (other than ordinary administration expenses); (v) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 or any of Q5 Subsidiaries, Company or any ERISA Affiliates, threatened by the IRS IRS, DOL or DOL any other Governmental Entity with respect to any Q5 Company Employee Plan; and (vi) neither Q5, Q5 Subsidiaries, Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have The Company has performed in all material respects all obligations required to be performed by them it under, are is not in material default or material violation of, ; and have has no Knowledge of any material default or material violation by any other party to each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is, to the Company's Knowledge, so qualified, and each such Company Employee Plan has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as and no event has occurred which would adversely affect the status of such determination letter or, to the Company's Knowledge, the qualified status of each such Q5 Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge of Q5 or any Q5 SubsidiaryCompany, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company or any of its ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA Affiliatesthe Company, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have The Company has performed in all material respects all obligations required to be performed by them under, are not in material default or violation of, and have no Knowledge of any default or violation by any other party to it under each Q5 Employee Plan, Plan and each Q5 Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) each Q5 Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under from the Code IRS or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plandetermination; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections Section 406 and or 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 Subsidiary, Seller threatened or reasonably anticipated (other than routine claims for benefits) ), against any Q5 Employee Plan or against the assets of any Q5 Employee Plan; (v) each Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Company, Purchaser or any Affiliate (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 Seller or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Employee Plan under Section 502(i402(i) of ERISA or Sections Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have Vsource or one of its Affiliates has performed in all material respects all obligations required to be performed by them under, are not Vsource or its Affiliates under each Vsource Employee Plan. None of Vsource or its Affiliates is in material default or violation of, and have no Knowledge or has knowledge of any default or violation by any other party to to, each Q5 Vsource Employee Plan, and each Q5 . Each Vsource Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable lawsLegal Requirements, statutesincluding, orders, rules and regulations, including but not limited to to, ERISA and or the Code; . (ii) each Q5 Each Vsource Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code Code, ERISA and the Uruguay Fund Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination, and no event has occurred that would materially adversely affect the status of such determination as to letter or the qualified status of each such Q5 Employee Plan; . (iii) no "No “prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Vsource Employee Plan; . (iv) there There are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryVsource, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Vsource Employee Plan or against the assets of any Q5 Vsource Employee Plan; . (v) there Each Vsource Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to TEAM, Vsource or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event). (vi) There are no audits, inquiries or proceedings pending or, to the Knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Vsource Employee Plan; , and (vi) neither Q5, Q5 Subsidiaries, Vsource nor any ERISA Affiliate has received any written notice from the IRS or DOL threatening any such audit, inquiry or proceeding. (vii) Neither Vsource nor any Affiliate is subject to any penalty or tax with respect to any Q5 Vsource Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code. (viii) All contributions due from Vsource or any Affiliate with respect to any of the Vsource Employee Plans have been made as required under ERISA or have been accrued on the Vsource Balance Sheet. All material filings and reports as to each Employee Plan required to have been submitted to the IRS or the DOL have been duly submitted.

Employee Plan Compliance. (i) Q5 The Company and Q5 each of its Subsidiaries have performed has, in all material respects respects, performed all obligations required to be performed by them under, are is not in material default or violation of, and have no Knowledge of any default Company Employee Plan or violation by any other party to each Q5 Employee PlanAgreement, and each Q5 Company Employee Plan and Employee Agreement has been established and maintained in all material respects in accordance compliance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulationsLaws, including but not limited to ERISA and or the Code; (ii) each Q5 . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, obtained or is entitled to rely on a favorable determination, opinionadvisory and/or opinion letter, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan as applicable, as to its qualified status under from the Code IRS or still has a remaining a period of time under applicable Treasury regulations Regulations or IRS pronouncements in which to apply for such a letter and to make any amendments necessary to obtain a favorable determination as determination, and, to the Company’s Knowledge, there has been no event, condition or circumstance that has adversely affected or would be reasonably likely to adversely affect such qualified status of each such Q5 Employee Plan; (iii) no "status. No “prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there Plan that would reasonably be expected to result in material liability to the Company or its Subsidiary. There are no material actions, suits or claims pending, pending or, to the Knowledge of Q5 or any Q5 Subsidiarythe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) there . There are no audits, inquiries or proceedings pending or, to the Knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA Affiliatesthe Company, threatened by the IRS IRS, DOL, or DOL any other Governmental Entity with respect to any Q5 Company Employee Plan; and (vi) neither Q5, Q5 Subsidiaries, . None of the Company nor any ERISA Affiliate Subsidiary is subject to any material penalty or tax Tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and each of its Subsidiaries have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan or applicable Law to be made to a Company Employee Plan.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have performed in all material respects all obligations required to be performed by them under, are not in material default or violation of, and have no Knowledge of any default or violation by any other party to each Q5 Employee Plan, and each Q5 Each Company Employee Plan has been established established, funded, administered, and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulationsLaws, including but not limited to ERISA and the Code; (ii) each Q5 Company Employee Plan that is intended to qualify be qualified under Section 401(a) of the Code is so qualified and each trust intended has received timely determination letters from the IRS and no such determination letter has been revoked nor, to qualify under Section 501(a) the Knowledge of the Code Company, has either received any such revocation been threatened, or with respect to a favorable determinationprototype plan, opinion, notification or advisory can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and no circumstance exists that could result in the loss of such qualified status under Section 401(a) of the Code; or the imposition of any material liability, penalty or Tax under ERISA or the Code; (iii) the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, 38031572.13 and in accordance with GAAP; (iv) except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) there are no investigations, audits, inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or other Governmental Entity with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Company Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Employee Plan; (ivvi) there are no actions, suits or claims Legal Actions pending, or, to the Knowledge of Q5 or any Q5 Subsidiarythe Company, threatened or reasonably anticipated with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vii) against any Q5 Employee Plan or against the assets of any Q5 Employee Plan; (v) there are no audits, inquiries or proceedings pending or, to the Knowledge of Q5 the Company, neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could subject the Company or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Employee Plan; and (vi) neither Q5, Q5 Subsidiaries, nor any Company ERISA Affiliate is subject to any a tax or penalty imposed by either Section 4975 of the Code or tax with respect to any Q5 Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the CodeERISA.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have The Company has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Company Employee Plan; (iii) no "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 Subsidiarythe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan (other than any stock option plan or any Company Employee Plan to be terminated prior to the Effective Time in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Effective Time, without material liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses and routine claims for benefits); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 the Company or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have Company has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plandetermination; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryCompany, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material (in each case relative to the liabilities under such Plan) liability to Parent, Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 Company or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have Company has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, was adopted using a prototype plan for which such a letter has been issued or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Company Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Company Employee PlanPlan the effect of which would be material to Company; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryCompany, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time, without material liability to Parent, Company or any of its Affiliates (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 Company or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. Company has no ERISA Affiliates.

Employee Plan Compliance. Except as set forth on Section 2.12(d) of the Cybex Schedules, (i) Q5 and Q5 Subsidiaries have Cybex has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to each Q5 Cybex Employee Plan, and each Q5 Cybex Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Cybex Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Cybex Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Cybex Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Cybex Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryCybex, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Cybex Employee Plan or against the assets of any Q5 Cybex Employee Plan; (v) each Cybex Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time, without material liability to the Apex, Cybex or any of its Cybex Affiliates (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 Cybex or any of Q5 Subsidiaries, or any ERISA Cybex Affiliates, threatened by the IRS or DOL with respect to any Q5 Cybex Employee Plan; and (vi) neither Q5, Q5 Subsidiaries, nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.and

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have performed in all material respects all obligations required to be performed by them under, are not in material default or violation of, and have no Knowledge of any default or violation by any other party to each Q5 Employee Plan, and each Q5 Each Parent Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules laws and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Parent Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code Code, and ERISA or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as and, to Parent’s knowledge, no event has occurred which would adversely affect the status of such determination letter or the qualified status of each such Q5 Employee Plan; (iii) no "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Parent Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryParent, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Employee Plan or against the assets of any Q5 Parent Employee Plan; (v) each Parent Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent or any of its ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination event or agreements that by their terms cannot be amended, terminated or discontinued unilaterally by Parent); (vi) there are no audits, inquiries audits or proceedings pending or, to the Knowledge knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA AffiliatesParent, threatened by the IRS or DOL with respect to any Q5 Parent Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, Parent nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Parent Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from Parent with respect to any of the Parent Employee Plans have been made as required under ERISA or have been accrued on the Parent Balance Sheet.

Employee Plan Compliance. (i) Q5 the LLC and Q5 Subsidiaries have each of its subsidiaries has performed in all material respects all obligations required to be performed by them under, are not in material default or violation of, and have no Knowledge of any default or violation by any other party to it under each Q5 Employee Plan, and each Q5 Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; , (ii) each Q5 Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plan; , and (iii) no "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Employee Plan; , (iv) there are no actions, suits or claims pending, or, to the Knowledge of Q5 the LLC or any Q5 Subsidiaryof its subsidiaries, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Employee Plan or against the assets of any Q5 Employee Plan; , (v) each Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date, without material Liability to the Buyer, the LLC or any of their respective subsidiaries (other than ordinary administration expenses), (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge of Q5 the LLC or any of Q5 Subsidiaries, or any ERISA Affiliatesits subsidiaries, threatened by the IRS or DOL with respect to any Q5 Employee Plan; , and (vivii) neither Q5none of the LLC or any of its subsidiaries, Q5 Subsidiaries, nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have The Company has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any material default or violation by any other party to each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Company Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge of Q5 pending or any Q5 Subsidiary, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Buyer, the Surviving Corporation, the Company or any Affiliate (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge of Q5 the Company or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) Q5 The Company and Q5 each of its Subsidiaries have has performed in all material respects all obligations required to be performed by them under, are is not in material default or violation in any material respect of, and have the Company has no Knowledge of any material default or violation by any other party to each Q5 to, any Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determinationdetermination letter (or opinion letter, opinion, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan if applicable) as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plan; (iii) no "Code. No “prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption exception issued thereunder), has occurred with respect to any Q5 Company Employee Plan; Plan that, considered individually or considered collectively with any other “prohibited transaction”, will, or could reasonably be expected to, result in any material liability to the Company or any of its Subsidiaries. (ivii) there There are no actions, suits or claims pending, pending or, to the Knowledge of Q5 or any Q5 Subsidiarythe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company or any of its Subsidiaries (vother than for benefits accrued thereunder as of the date of such amendment, termination or discontinuance and ordinary administration expenses). (iii) there There are no audits, inquiries or proceedings pending or, or to the Knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA Affiliatesthe Company, threatened by the IRS IRS, DOL, or DOL any other Governmental Entity with respect to any Q5 Company Employee Plan; and (vi) neither Q5, Q5 Subsidiaries, . Neither the Company nor any ERISA Affiliate of its Subsidiaries is subject to any penalty or tax Tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections 4975 4976 through 4980 of the Code. (iv) The Company and each of its Subsidiaries have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on Healthvision: (i) Q5 and Q5 Subsidiaries have Healthvision has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to to, each Q5 Healthvision Employee Plan, and each Q5 Healthvision Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Healthvision Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to and no event has occurred which would adversely affect the status of such determination letter or the qualified status of each such Q5 Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Healthvision Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryHealthvision, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Healthvision Employee Plan or against the assets of any Q5 Healthvision Employee Plan; (v) each Healthvision Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Neoforma, Healthvision or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA AffiliatesHealthvision, threatened by the IRS or DOL with respect to any Q5 Healthvision Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, Healthvision nor any ERISA Affiliate is subject to any material penalty or tax with respect to any Q5 Healthvision Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from Healthvision or any Affiliate with respect to any of the Healthvision Employee Plans have been made as required under ERISA or have been accrued on the Healthvision Balance Sheet.

Employee Plan Compliance. Except as otherwise set forth on USWeb Schedules: (i) Q5 and Q5 Subsidiaries have USWeb has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to each Q5 USWeb Employee Plan, and each Q5 USWeb Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) each Q5 USWeb Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS Internal Revenue Service ("IRS") with respect to each such Q5 USWeb Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 USWeb Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 USWeb Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryUSWeb, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 USWeb Employee Plan or against the assets of any Q5 USWeb Employee Plan; (v) each USWeb Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to CKS, USWeb or any of its ERISA Affiliates (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 or any of Q5 Subsidiaries, USWeb or any ERISA Affiliates, threatened by the IRS or DOL Department of Labor with respect to any Q5 USWeb Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, USWeb nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 USWeb Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) Q5 Each of the Company and Q5 its Subsidiaries have has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have the Company has no Knowledge knowledge of any default or violation by any other party to each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 U.S. Employee Plan intended to qualify under Section 401(a) of the Code and each related trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Company Employee Plan; (iii) each International Employee Plan, including any amendments thereto, that is capable of, or intended to be capable of, Plan Approval has received such Plan Approval or there remains a period of time in which to obtain such Plan Approval retroactive to the date of any amendment that has not previously received such Plan Approval; (iv) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Company Employee PlanPlan that could result in material liability to the Company or any of its Subsidiaries; (ivv) there are no actions, suits or or, claims pending, pending or, to the Knowledge of Q5 or any Q5 SubsidiaryCompany's knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee PlanPlan that could result in any material liability to the Company or any of its Subsidiaries; (vvi) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Closing Time, without material liability to the Buyer, the Company or any of its Affiliates (other than benefits accrued to date and ordinary administration expenses); (vii) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA Affiliatesthe Company, threatened by the IRS or DOL or any other Governmental Entity with respect to any Q5 Company Employee Plan; and (viviii) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i) that could result in material liability to the Company or any of ERISA or Sections 4975 through 4980 of the Codeits Subsidiaries.

Employee Plan Compliance. Except as set forth on Schedule 2.22(d), (i) Q5 and Q5 Subsidiaries have the Company has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any material default or violation by any other party to each Q5 the Company Employee Plan, and each Q5 the Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 the Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Company Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 the Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge of Q5 or any Q5 Subsidiarythe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 the Company Employee Plan or against the assets of any Q5 the Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time, without material liability to the Parent, the Subsidiary, or the Company (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA Affiliatesthe Company , threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, nor any ERISA Affiliate the Company is not subject to any penalty or tax with respect to any Q5 the Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) Q5 Except as set forth in Schedule 3.18(d) hereto, Treyarch and Q5 Subsidiaries have each of its Affiliates has performed in all material respects all obligations required to be performed by them under, are not in material default or violation of, and have no Knowledge of any default or violation by any other party to under each Q5 Employee Plan, and each Q5 Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) each Q5 Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (for which no class or any administrative class statutory exemption issued thereunder)is available, has occurred with respect to any Q5 Employee Plan; (iviii) there are no material actions, suits or claims pending, pending or, to the Knowledge knowledge of Q5 or any Q5 Subsidiarythe Members, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Employee Plan or against the assets of any Q5 Employee Plan; (iv) such Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Treyarch or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (v) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA Affiliatesthe Members, threatened by the IRS or DOL with respect to any Q5 Employee Plan; and (vi) neither Q5, Q5 Subsidiaries, nor any ERISA Affiliate Treyarch is not subject to any penalty or tax with respect to any Q5 Employee Plan under Section 502(i) of ERISA or Sections Section 4975 through 4980 4980B of the Code; (vii) all contributions, including any top heavy contributions, required to be made prior to the Closing by Treyarch or any ERISA Affiliate to any Employee Plan have been made or shall be made on or before the Closing Date; and (viii) Treyarch and its Affiliates are in compliance in all respects with the requirements of Parts 6 and 7 of Subtitle B of Title I of ERISA and the regulations promulgated thereunder and any similar state laws concerning group health care continuation coverage and group health plan portability, access and renewability requirements, respectively.

Employee Plan Compliance. Except as set forth in Part 2.14 of the ------------------------ Company Disclosure Letter, (i) Q5 and Q5 Subsidiaries have Company has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, ; and have has no Knowledge knowledge of any default or violation by any other party to each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to and no event has occurred which would adversely affect the status of such determination letter or the qualified status of each such Q5 Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryCompany, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA AffiliatesCompany, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) Q5 Each of the Company, WW and Q5 Subsidiaries have each Subsidiary has performed in all material respects all obligations required to be performed by them underit under each Company Employee Plan, are is not in material default or violation of, and have the Stockholder has no Knowledge of any material default or violation by any other party to each Q5 any Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Company Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge of Q5 the Stockholder, the Company, WW or any Q5 SubsidiaryAffiliates, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Company, WW, Parent or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge of Q5 the Stockholder, the Company, WW or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5none of the Company, Q5 SubsidiariesWW, the Stockholder nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have performed in all material respects all obligations required to be performed by them under, are not in material default or violation of, and have no Knowledge of any default or violation by any other party to each Q5 Employee Plan, and each Q5 Each Company Employee Plan has been established and maintained in all material respects operated in accordance with its terms and complies in form and in operation in all material compliance respects with all applicable laws, statutes, orders, rules and regulationsApplicable Laws, including but not limited to without limitation ERISA and the Code; ; (ii) each Q5 Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Company Employee PlanPlan that could subject the Company, any Subsidiary or any employee of the Company to any material liability; (iii) no Fiduciary has committed a breach of any responsibility or obligation imposed upon Fiduciaries by Title I of ERISA with respect to any Company Employee Plan that could subject the Company, any Subsidiary or any Employee to any material liability; (iv) there are no actions, suits Proceedings pending or claims pending, threatened or, to the Knowledge of Q5 or any Q5 SubsidiaryCompany's knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against with respect to any Q5 Company Employee Plan or against with respect to the assets of any Q5 Company Employee Plan which could reasonably be expected to result in a material liability to the Company or any Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued in accordance with its terms, without material Liability to the Company, Parent or any of their respective ERISA Affiliates (other than as required by Applicable Law, or amounts for accrued benefits and administration or contract expenses incurred in a termination event); (vi) there are no auditsinquiries, inquiries investigations, audits or proceedings Proceedings pending or, to the Knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA AffiliatesCompany's knowledge, threatened by the IRS or DOL with respect to any Q5 Company Employee PlanPlan or any related trust; and (vivii) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 4980B of the Code; (viii) each Pension Plan that is intended to be qualified under Section 401(a) of the Code is and has received a favorable determination, notification, advisory and/or opinion letter with respect to such status from the IRS or has time remaining to apply under applicable Treasury Regulation or IRS pronouncement for a determination, notification, advisory and/or opinion letter and to make any necessary amendments, and, to the Company's knowledge, no event has occurred and no condition or circumstance has existed or exists which may reasonably be expected to result in the disqualification of such Pension Plan; (ix) there is no violation of any reporting or disclosure requirements imposed by ERISA or the Code with respect to any Company Employee Plan that could result in a material Liability to the Company; (x) all contributions (including all employer contributions and employee salary reduction contributions) required to be made to any Company Employee Plan have been made to each such Company Employee Plan by the time required by ERISA, the Code, and other Applicable Laws; (xi) neither Company nor any ERISA Affiliate is, nor could any of them reasonably expect to be, subject to (A) a security interest pursuant to Section 412(f) of the Code or (B) a lien pursuant to Section 412(n) of the Code or Section 4068 or 302(f) of ERISA; (xii) no event has occurred and there exists no condition or set of circumstances which could reasonably be anticipated to result in any material Liability to the Parent, the Company or its ERISA Affiliates with respect to any Company Employee Plan except to provide benefits in accordance with the terms of each such Company Employee Plan; and (xiii) with respect to each Company Employee Plan, all payments due from the Company or an ERISA Affiliate to date have been made and all amounts properly accrued to date as liabilities of the Company which have not been paid have been properly recorded on the books of the Company and are reflected in the Financial Statements.

Employee Plan Compliance. Except as set forth on Schedule 2.12(d) of the Alliance Schedules, (i) Q5 and Q5 Subsidiaries have Alliance has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to each Q5 Alliance Employee Plan, and each Q5 Alliance Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Alliance Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Alliance Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Company Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Alliance Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryAlliance, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Alliance Employee Plan or against the assets of any Q5 Alliance Employee Plan; (v) each Alliance Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time, without material liability to Alliance, or any Affiliate of Alliance (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 Alliance or any Affiliate of Q5 Subsidiaries, or any ERISA AffiliatesAlliance, threatened by the IRS or DOL with respect to any Q5 Alliance Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, Alliance nor any ERISA Affiliate of Alliance is subject to any penalty or tax with respect to any Q5 Alliance Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except, in each case, as would not, ------------------------ individually or in the aggregate, result in a material liability to Company: (i) Q5 and Q5 Subsidiaries have Company has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to to, each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as and, to the knowledge of Company, no event has occurred giving rise to a material likelihood that such Plan would not be treated as qualified status of each such Q5 Employee Planby the IRS; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryCompany, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA AffiliatesCompany, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except as set forth on Section 2.21(d) of the Company Disclosure Schedule, (i) Q5 and Q5 Subsidiaries have the Company has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party party, to each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Company Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge best of Q5 or any Q5 Subsidiarythe knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent or Surviving Corporation or any of its Affiliates (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge best of Q5 or any the knowledge of Q5 Subsidiaries, or any ERISA Affiliatesthe Company and each Affiliate, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. (e) Pension Plan. Neither the Company nor any Affiliate has ever maintained, established, sponsored, participated in, or contributed to, any Pension Plan which is subject to Title IV of ERISA or Section 412 of the Code. (f) Multi-employer Plans. At no time has the Company or any Affiliate contributed to or been obligated to contribute to any Multi-employer Plan.

Employee Plan Compliance. (i) Q5 Company and Q5 Subsidiaries its ERISA Affiliates have performed performed, in all material respects respects, all obligations required to be performed by them under, are not in material default or violation of, and neither Company nor its ERISA Affiliates have no Knowledge any knowledge of any material default or violation by any other party to each Q5 to, any Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects (i) in accordance with its terms and (ii) in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) each Q5 . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either received applied for, prior to the expiration of the requisite period under applicable U.S. Department of the Treasury (“Treasury”) Regulations or IRS pronouncements, or obtained a favorable determination, opinionnotification, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan and/or opinion letter, as applicable, as to its qualified status under from the Code IRS, and (ii) incorporates or has remaining a period been amended to incorporate all provisions required to comply with the Tax Reform Act of time 1986 and subsequent legislation. For each Company Employee Plan that is intended to be qualified under applicable Treasury regulations Section 401(a) of the Code, there has been no event, condition or IRS pronouncements in which circumstance that has adversely affected or would reasonably be expected to apply for such a letter and make any amendments necessary to obtain a favorable determination as to adversely affect the qualified status of each such Q5 Company Employee Plan; (iii) no ". No “prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there . There are no actions, suits or claims pending, Actions pending or, to the Knowledge of Q5 Company’s or any Q5 SubsidiaryERISA Affiliates’ knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, and the act of amending, terminating or discontinuing any Company Employee Plan will not result in any Liability to Parent, Company or any of its ERISA Affiliates (v) there other than routine administration expenses incurred with respect to any such amendment, termination or discontinuance). There are no audits, inquiries or proceedings pending or, or to the Knowledge of Q5 Company’s or any of Q5 Subsidiariesits ERISA Affiliates’ knowledge threatened by the IRS, DOL, or any ERISA Affiliates, threatened by the IRS or DOL other Governmental Entity with respect to any Q5 Company Employee Plan; and (vi) neither Q5, Q5 Subsidiaries, . Neither Company nor any ERISA Affiliate is subject to any penalty or tax Tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and its ERISA Affiliates have, in all material respects, each timely made all contributions and other payments required by and due under the terms of each Company Employee Plan.

Employee Plan Compliance. (i) Q5 The Company and Q5 each of its Subsidiaries have performed in all material respects all obligations required to be performed by them under, are not in material default or violation in any material respect of, and the Company and each of its Subsidiaries have no Knowledge of any material default or violation by any other party to each Q5 to, any Company Employee PlanPlan or Employee Agreement, and each Q5 Company Employee Plan and Employee Agreement has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received obtained a current favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period Code. To the Knowledge of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plan; (iii) Company, no "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; . (ivii) there There are no actions, suits or claims pending, pending or, to the Knowledge of Q5 or any Q5 Subsidiarythe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; . Each Company Employee Plan that is not (vA) there an Employee Agreement or (B) an employee welfare benefit plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company, any of its Subsidiaries or any ERISA Affiliate (other than ordinary administration expenses or with respect to benefits previously earned, vested or accrued thereunder). (iii) There are no audits, inquiries or proceedings pending or to the Knowledge of the Company, threatened by the IRS, DOL, or any other Governmental Entity with respect to any Company Employee Plan. None of the Company, any of its Subsidiaries or any ERISA Affiliate is currently or, to the Knowledge of Q5 or any of Q5 Subsidiariesthe Company, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Employee Plan; and (vi) neither Q5, Q5 Subsidiaries, nor any ERISA Affiliate is will be subject to any penalty or tax Tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 (including 4980B) of the Code. (iv) The Company and each of its Subsidiaries have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have performed in all material respects all obligations required to be performed by them under, are not in material default or violation of, and have no Knowledge of any default or violation by any other party to each Q5 Employee Plan, and each Q5 Each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules laws and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code Code, and ERISA or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as and, to Company’s knowledge, no event has occurred which would adversely affect the status of such determination letter or the qualified status of each such Q5 Employee Plan; (iii) no "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryCompany, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, Company or any of its ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination event or agreements that by their terms cannot be amended, terminated or discontinued unilaterally by Company); (vi) there are no audits, inquiries audits or proceedings pending or, to the Knowledge knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA AffiliatesCompany, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from Company with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on Neoforma (i) Q5 and Q5 Subsidiaries have Neoforma has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to to, each Q5 Neoforma Employee Plan, and each Q5 Neoforma Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Neoforma Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to and no event has occurred which would adversely affect the status of such determination letter or the qualified status of each such Q5 Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Neoforma Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryNeoforma, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Neoforma Employee Plan or against the assets of any Q5 Neoforma Employee Plan; (v) each Neoforma Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Neoforma, Neoforma or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA AffiliatesNeoforma, threatened by the IRS or DOL with respect to any Q5 Neoforma Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, Neoforma nor any ERISA Affiliate is subject to any material penalty or tax with respect to any Q5 Neoforma Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Neoforma or any Affiliate with respect to any of the Neoforma Employee Plans have been made as required under ERISA or have been accrued on the Neoforma Balance Sheet.

Employee Plan Compliance. (i) Q5 The Company and Q5 each of its Subsidiaries have performed in all material respects all obligations required to be performed by them under, and are not materially in material default or violation in any respect of, and the Company and each of its Subsidiaries have no Knowledge of any default or violation by any other party to each Q5 to, any Company Employee Plan, and each Q5 Company Employee Plan has been established established, administered and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, Legal Requirements including but not limited to ERISA and the Code; (ii) each Q5 . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(ahas obtained a current favorable determination letter (or opinion letter, if applicable) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as Code. No condition exists to the Knowledge of the Company that would reasonably be expected to adversely affect such qualified status status. Neither the Company nor any Subsidiary or ERISA Affiliate has engaged in, and to the Knowledge of each such Q5 Employee Plan; (iii) the Company, no "other person has engaged in a “prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and that is not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; . (ivii) there There are no actions, suits or claims pending, pending or, to the Knowledge of Q5 or any Q5 Subsidiarythe Company, threatened against or reasonably anticipated (other than routine claims for benefits) against relating to any Q5 Company Employee Plan or Employee Agreement or against the assets of any Q5 Company Employee Plan; , other than (vA) there routine claims for benefits or (B) as set forth in Section 2.15(d)(ii) of the Company Disclosure Letter. Subject to applicable Legal Requirements, each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company, any of its Subsidiaries or any ERISA Affiliate (other than ordinary administration expenses or with respect to benefits previously earned, vested or accrued thereunder). (iii) There are no audits, inquiries or proceedings pending or, or to the Knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA Affiliatesthe Company, threatened by the IRS IRS, DOL, or DOL any other Governmental Entity with respect to any Q5 Company Employee Plan; , other than any such proceeding that would not reasonably be expected to result in a material liability to the Company and (vi) neither Q5, Q5 its Subsidiaries, taken as a whole. Neither the Company, any of its Subsidiaries nor any ERISA Affiliate is subject to any material penalty or tax Tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 (including 4980B) of the Code. (iv) The Company and each of its Subsidiaries have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan, except to the extent the failure to make such contributions and other payments would not result in a Material Adverse Effect to the Company.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have Company has performed in all material respects all obligations required to be performed by them it under, are is not in any material respect in default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to to, each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as determination, or is maintained pursuant to the qualified status of each such Q5 Employee Plana standardized prototype plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryCompany, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) there are no audits, inquiries or proceedings pending or, to the Knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Employee Plan; and (vi) neither Q5, Q5 Subsidiaries, nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.each Company A-13

Employee Plan Compliance. Except as set forth on Section 3.12(d) of the Disclosure Schedules, (i) Q5 and Q5 Subsidiaries have Target has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to each Q5 Target Employee Plan, and each Q5 Target Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Target Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Target Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Target Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Target Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryTarget, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Target Employee Plan or against the assets of any Q5 Target Employee Plan; (v) each Target Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time, without material liability to the Parent, Target or any of its Target Affiliates (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 Target or any of Q5 Subsidiaries, or any ERISA Target Affiliates, threatened by the IRS or DOL with respect to any Q5 Target Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, Target nor any ERISA Target Affiliate is subject to any penalty or tax with respect to any Q5 Target Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth in Section 2.11(c) of the Company Disclosure Schedule, (i) Q5 and Q5 Subsidiaries have performed in all material respects all obligations required to be performed by them under, are not in material default or violation of, and have no Knowledge of any default or violation by any other party to each Q5 Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulationsApplicable Laws, including but not limited to ERISA and the Code; (ii) each Q5 Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Company Employee Plan; (iii) no Employee of the Company has committed a material breach of any responsibility or obligation imposed upon fiduciaries by Title I of ERISA with respect to any Company Employee Plan; (iv) there are no actions, suits or claims proceedings pending, or, to the Knowledge of Q5 or any Q5 SubsidiaryCompany's knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued in accordance with its terms, without liability to the Company, Parent or any of their respective ERISA Affiliates (other than amounts for accrued benefits and ordinary administration expenses incurred in a termination event); (vi) there are no auditsinquiries, inquiries investigations, audits or proceedings pending or, to the Knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA AffiliatesCompany's knowledge, threatened by the IRS or DOL with respect to any Q5 Company Employee PlanPlan or any related trust; and (vivii) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code; (viii) each Pension Plan that is intended to be qualified under Section 401(a) of the Code is and has received a favorable determination opinion, notification or advisory letter with respect to such status from the IRS or has time remaining to apply under applicable Treasury Regulation or IRS pronouncement for a determination or opinion letter and to make any necessary amendments, and no event has occurred and no condition or circumstance has existed or exists which may reasonably be expected to result in the disqualification of such Pension Plan; (ix) there is no violation of any reporting or disclosure requirements imposed by ERISA or the Code with respect to any Company Employee Plan that would result in a material liability to the Company; (x) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the Code (without regard to any waivers of such requirements) or the terms of the Employee Plan, have been made on or before their due dates (including any contractual or statutory grace periods); (xi) neither Company nor any ERISA Affiliate is, nor do any of them expect to be, subject to (1) a security interest pursuant to Section 412(f) of the Code or (2) a lien pursuant to Section 412(n) of the Code or Section 4068 or 302(f) of ERISA; and (xii) no event has occurred and there exists no condition or set of circumstances which could reasonably be anticipated to result in any material liability to the Parent, the Company or its ERISA Affiliates with respect to any Company Employee Plan.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, result in a material liability to the Company, (i) Q5 and Q5 Subsidiaries have Company has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to to, each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as and, to the knowledge of the Company, no event has occurred giving rise to a material likelihood that such Plan would not be treated as qualified status by the IRS, and that such Plan satisfied the requirements of each such Q5 Employee Planthe Tax Reform Act of 1986 and the GUST amendments; (iii) ), to the knowledge of the Company, no "prohibited 36 transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryCompany, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA AffiliatesCompany, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet, and no further contributions will be due or will have accrued thereunder as of the Closing Date.

Employee Plan Compliance. Except as set forth on Schedule 3.12(d) of the Liquid Schedules, (i) Q5 and Q5 Subsidiaries have Liquid has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to each Q5 Liquid Employee Plan, and each Q5 Liquid Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Liquid Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Liquid Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Liquid Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Liquid Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryLiquid, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Liquid Employee Plan or against the assets of any Q5 Liquid Employee Plan; (v) each Liquid Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time, without material liability to the Liquid or any of its Affiliates (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 Liquid or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Liquid Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, Liquid nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Liquid Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Schedule 3.12(d) of the ANI Schedules: (i) Q5 and Q5 Subsidiaries have ANI has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to each Q5 ANI Employee Plan, and each Q5 ANI Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 ANI Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 ANI Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 ANI Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 ANI Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryANI, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 ANI Employee Plan or against the assets of any Q5 ANI Employee Plan; (v) each ANI Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time, without material liability to the ANI or any of its Affiliates (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA AffiliatesANI, threatened by the IRS or DOL with respect to any Q5 ANI Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, ANI nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 ANI Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have performed in all material respects all obligations required to be performed by them under, are not in material default or violation of, and have no Knowledge of any default or violation by any other party to each Q5 Employee Plan, and each Q5 Each Company Employee Plan has been established established, administered, and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulationsLaws, including but not limited to ERISA and the CodeCode and, in the case of each Company Employee Plan providing benefits to any Company Employee in Canada, the Tax Act; (ii) each Q5 all the Company Employee Plan Plans that are intended to qualify be qualified under Section 401(a) of the Code are so qualified and each trust intended have received timely determination or opinion letters from the IRS, and no such determination or opinion letter has been revoked nor, to qualify the Knowledge of the Company, has any such revocation been threatened, and to the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 501(a401(a) of the Code has either received a favorable determinationCode; (iii) the Company and its ERISA Affiliates, opinionwhere applicable, notification have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan and applicable Law, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued or advisory letter from otherwise adequately reserved to the extent required by, and in accordance with US GAAP; (iv) all individuals who, pursuant to the terms of any Company Employee Plan, are entitled to participate in any Company Employee Plan, are currently participating in such Company Employee Plan or have been offered an opportunity to do so and have declined in writing; (v) except to the extent limited by applicable Law (including the provision of any notice required by applicable Laws), each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability to Purchaser, the Company or any of its subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (vi) there are no audits, inquiries or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the U.S. Department of Labor, or any similar Governmental Authority with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Company Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Employee Plan; (ivvii) there are no actions, suits or claims Legal Actions pending, or, to the Knowledge of Q5 or any Q5 Subsidiarythe Company, threatened or reasonably anticipated with respect to any Company Employee Plan (in each case, other than routine claims for benefits) against any Q5 Employee Plan or against the assets of any Q5 Employee Plan); (vviii) there are no auditsto the Knowledge of the Company, inquiries neither the Company nor any ERISA Affiliate of the Company has engaged in a transaction that could subject the Company or proceedings pending orany ERISA Affiliate to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA; and (ix) neither the Company nor any of its ERISA Affiliates has been, and, to the Knowledge of Q5 or the Company, neither the Company nor any of Q5 Subsidiariesits ERISA Affiliates reasonably expect to be, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Employee Plan; and (vi) neither Q5, Q5 Subsidiaries, nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Employee Plan an employer shared responsibility payment under Section 502(i) of ERISA or Sections 4975 through 4980 4980H of the Code.

Employee Plan Compliance. (i) Q5 The Company and Q5 Subsidiaries its ERISA Affiliates have performed in all material respects all obligations required to be performed by them under, are not not, to the extent material, in material default or violation of, and neither Company nor its ERISA Affiliates have no Knowledge any knowledge of any default or violation by any other party to each Q5 to, any Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance in all material compliance respects with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) each Q5 . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either received applied for, prior to the expiration of the requisite period under applicable U.S. Department of the Treasury (“Treasury”) Regulations or IRS pronouncements, or obtained a favorable determination, opinionnotification, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan and/or opinion letter, as applicable, as to its qualified status from the IRS, and (ii) incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. For each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code there has been no event, condition or circumstance that has remaining a period of time under applicable Treasury regulations adversely affected or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to could adversely affect the qualified status of each such Q5 Company Employee Plan; (iii) no ". No material “prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of Q5 Company’s or any Q5 SubsidiaryERISA Affiliates’ knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; Plan that could reasonably be expected, individually or in the aggregate, to cause material liability to the Company. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, Company or any of its ERISA Affiliates (v) there other than routine administration expenses incurred with respect to any such amendment, termination or discontinuance). There are no audits, inquiries or proceedings pending or, or to the Knowledge of Q5 Company’s or any of Q5 Subsidiariesits ERISA Affiliates’ knowledge threatened by the IRS, DOL, or any ERISA Affiliates, threatened by the IRS or DOL other Governmental Entity with respect to any Q5 Company Employee Plan; and (vi) neither Q5, Q5 Subsidiaries, . Neither Company nor any ERISA Affiliate is subject to any material penalty or tax Tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. Company and its ERISA Affiliates have each timely made all contributions and other payments required by and due under the terms of each Company Employee Plan to the extent any failure, individually or in the aggregate, would result in material Liabilities to the Company.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have The Company has performed in all material respects all obligations required to be performed by them under, are not in material default or violation of, and have no Knowledge of any default or violation by any other party to it under each Q5 Employee Plan, Plan and each Q5 Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance in all material compliance respects with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) each Q5 Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under from the Code IRS, has timely applied for such a determination or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plandetermination; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Employee Plan; (iv) there are no material actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 Subsidiary, the Company threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Employee Plan or against the assets of any Q5 Employee Plan; (iv) each Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Company, NEON or any Affiliate (other than ordinary administration expenses typically incurred in a termination event); (v) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA Affiliatesthe Company, threatened by the IRS or DOL with respect to any Q5 Employee Plan; and (vi) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Affiliate is is, to the knowledge of the Company, subject to any penalty or tax with respect to any Q5 Employee Plan under Section 502(i402(i) of ERISA or Sections Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have The Company has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is set forth on a standardized prototype plan or has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plandetermination; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 Subsidiarythe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 the Company or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Schedule ------------------------ -------- 2.24(d), (i) Q5 and Q5 Subsidiaries have the Company has performed in all material respects all obligations ------- required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to with respect to, each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has a remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Company Employee Plan; (iii) no "prohibited transaction," ", within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 Subsidiarythe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan (other than the Option Plan) can be amended, terminated or otherwise discontinued after the Effective Time, without material liability to the Company, Parent or any of its Affiliates (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 the Company or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the CodeCode and (viii) no Employee has made a written request for the Company's health insurance plan or flexible benefits plan summary plan descriptions, and to the Company's knowledge, no Employee has made an oral request for such summary plan descriptions.

Employee Plan Compliance. Except as set forth on Schedule 2.11(d), (i) Q5 and Q5 Subsidiaries have Company has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material substantial compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification determination or advisory opinion letter from the IRS with respect to each such Q5 Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Company Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder), for which the Company would incur material liability has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryCompany, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time, without material liability to Parent, Company or any of its Affiliates (other than for benefits accrued to date and ordinary administration expenses); and (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 Company or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vi) neither Q5, Q5 Subsidiaries, nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth in Section 2.11(c) ------------------------ of the Company Disclosure Schedule, (i) Q5 and Q5 Subsidiaries have performed in all material respects all obligations required to be performed by them under, are not in material default or violation of, and have no Knowledge of any default or violation by any other party to each Q5 Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulationsApplicable Laws, including but not limited to ERISA and the Code; (ii) each Q5 Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Company Employee Plan; (iii) no Employee of the Company has committed a material breach of any responsibility or obligation imposed upon fiduciaries by Title I of ERISA with respect to any Company Employee Plan; (iv) there are no actions, suits or claims proceedings pending, or, to the Knowledge of Q5 or any Q5 SubsidiaryCompany's knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued in accordance with its terms, without liability to the Company, Parent or any of their respective ERISA Affiliates (other than amounts for accrued benefits and ordinary administration expenses incurred in a termination event); (vi) there are no auditsinquiries, inquiries investigations, audits or proceedings pending or, to the Knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA AffiliatesCompany's knowledge, threatened by the IRS or DOL with respect to any Q5 Company Employee PlanPlan or any related trust; and (vivii) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code; (viii) each Pension Plan that is intended to be qualified under Section 401(a) of the Code is and has received a favorable determination opinion, notification or advisory letter with respect to such status from the IRS or has time remaining to apply under applicable Treasury Regulation or IRS pronouncement for a determination or opinion letter and to make any necessary amendments, and no event has occurred and no condition or circumstance has existed or exists which may reasonably be expected to result in the disqualification of such Pension Plan; (ix) there is no violation of any reporting or disclosure requirements imposed by ERISA or the Code with respect to any Company Employee Plan that would result in a material liability to the Company; (x) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the Code (without regard to any waivers of such requirements) or the terms of the Employee Plan, have been made on or before their due dates (including any contractual or statutory grace periods); (xi) neither Company nor any ERISA Affiliate is, nor do any of them expect to be, subject to (1) a security interest pursuant to Section 412(f) of the Code or (2) a lien pursuant to Section 412(n) of the Code or Section 4068 or 302(f) of ERISA; and (xii) no event has occurred and there exists no condition or set of circumstances which could reasonably be anticipated to result in any material liability to the Parent, the Company or its ERISA Affiliates with respect to any Company Employee Plan.

Employee Plan Compliance. The Company and each of its Subsidiaries (i) Q5 and Q5 Subsidiaries have performed has, in all material respects respects, performed all obligations required to be performed by them underit under each Company Employee Plan, are (ii) is not in material default or violation ofof any Company Employee Plan, and have (iii) has no Knowledge of any default or violation by any other party to each Q5 to, any Company Employee Plan, and each Q5 . Each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules Legal Requirements and regulationsOrders, including but not limited to ERISA and or the Code; (ii) each Q5 . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determinationdetermination letter (or opinion letter, opinion, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan if applicable) as to its qualified status under the Code Code, and incorporates or has remaining a period of time under been amended to incorporate all provisions required to comply with all currently applicable Treasury regulations legislation, and there has been no event, condition or IRS pronouncements in which circumstance that has adversely affected or is likely to apply for adversely affect such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plan; (iii) no "status. No “prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of Q5 or any Q5 Subsidiarythe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company, any of its Subsidiaries or any ERISA Affiliate (v) there other than ordinary administration expenses or with respect to benefits that were previously earned, vested or accrued in the ordinary course under Company Employee Plans prior to such amendment, termination or discontinuation). There are no audits, inquiries or proceedings pending or, to the Knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA Affiliatesthe Company, threatened by the IRS IRS, DOL, or DOL any other Governmental Entity with respect to any Q5 Company Employee Plan; and (vi) neither Q5. Neither the Company, Q5 Subsidiaries, any of its Subsidiaries nor any ERISA Affiliate is subject to any penalty or tax Tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and each of its Subsidiaries has in all material respects timely made all contributions and other payments required by and due under the terms of each Company Employee Plan.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have The Company has performed in all material respects all obligations required to be performed by them under, are not in material default or violation of, and have no Knowledge of any default or violation by any other party to it under each Q5 Employee Plan, Plan and each Q5 Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) each Q5 Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under from the Code IRS or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and or 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), ) has occurred with respect to any Q5 Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 Subsidiarythe Company, threatened or reasonably anticipated (other than routine claims for benefits) ), against any Q5 Employee Plan or against the assets of any Q5 Employee Plan; (v) each Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Company, Parent, Sub or any Affiliate (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 the Company or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Employee Plan under Section 502(i) of ERISA or Sections Section 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth in Part 3.12(d) of the Company Disclosure Schedule, (i) Q5 and Q5 Subsidiaries have the Company has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge of any default or violation by any other party to to, each Q5 Company Employee PlanPlan and/or Employee Agreement, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section section 401(a) of the Code and each trust intended to qualify under Section section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as and since the issuance of any determination letter, to the Company's Knowledge, no event has occurred which would adversely affect the status of such determination letter or the qualified status of each such Q5 Employee Plan; (iii) no "prohibited transaction," within the meaning of Section section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge of Q5 or any Q5 SubsidiaryCompany's Knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued either before or after the Effective Time in accordance with its terms, without liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA AffiliatesCompany's Knowledge, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i402(i) of ERISA or Sections sections 4975 through 4980 of the Code; (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet and no further contributions will be due or will have accrued thereunder as of the Closing Date; and (ix) since 2004, there has been no amendment to, written interpretation or authorized announcement (whether or not written) by the Company relating to, or change in employee participation or coverage under, any Company Employee Plan or Employee Agreement that would increase materially the expense of maintaining such Company Employee Plan or Employee Agreement above the level of the expense incurred in respect thereof during the calendar year 2005.

Employee Plan Compliance. Except as set forth on Section 2.11(d) of the Interwave Disclosure Schedule, (i) Q5 and Q5 Subsidiaries have Interwave has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to each Q5 Interwave Employee PlanPlan and Employment Agreement, and each Q5 Interwave Employee Plan and Employment Agreement has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) each Q5 Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Interwave Employee Plan; (iviii) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryInterwave, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Interwave Employee Plan or Employment Agreement or against the assets of any Q5 Interwave Employee Plan, except for claims for benefits in the ordinary course; (iv) each Interwave Employee Plan and Employment Agreement can be amended, terminated or otherwise discontinued after the Effective Time, without material liability to Alvarion, Interwave or any of its ERISA Affiliates (other than ordinary administration expenses); (v) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 or any of Q5 Subsidiaries, Interwave or any ERISA Affiliates, threatened by the IRS IRS, DOL or DOL any other Governmental Entity with respect to any Q5 Interwave Employee Plan; and (vi) neither Q5, Q5 Subsidiaries, Interwave nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Interwave Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Section 5.24(d) of the Company Disclosure Letter, (i) Q5 and Q5 Subsidiaries have the Company has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge of any default or violation by any other party Party to each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Company Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge of Q5 or any Q5 Subsidiarythe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Parent, Company or any of its Affiliates (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge of Q5 the Company or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Schedule 2.20(d), ------------------------ ---------------- (i) Q5 the Company and Q5 Subsidiaries have each of its subsidiaries has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to to, each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, determination opinion, notification or advisory letter from the IRS with respect to each such Q5 Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Company Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, ERISA and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Company Employee PlanPlan as to which such sections apply; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 Subsidiarythe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan, other than statutorily mandated benefits in jurisdictions outside the U.S., can be amended, terminated or otherwise discontinued after the Effective Time, without liability to Parent, the Company, any subsidiary of the Company or any Affiliates (other than ordinary administration expenses or the issuance of shares upon exercise of previously granted Company Options); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 the Company or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5the Company, Q5 Subsidiaries, its subsidiaries nor any ERISA Affiliate is subject to any material penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections Section 4975 through 4980 of the Code; (viii) the terms of the Company Option Plan (and any option agreement issued thereunder) permit the assumption of Company Options by Parent, the conversion of such options into Parent options and the cash-out of vested, unexercised Options, all as provided for in this Agreement and without the consent or approval of the holders of Company Options or any other party; and (ix) the terms of each agreement governing Company Restricted Stock granting Company rights to repurchase unvested shares of Company Restricted Stock that are outstanding immediately prior to the Effective Time permit the assignment of such rights by the Company to Parent without the consent of the holders of the Restricted Stock or any other party.

Employee Plan Compliance. Except as set forth in Part 2.21(d) of the Company Disclosure Letter, (i) Q5 and Q5 Subsidiaries have the Company has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge of any default or violation by any other party to each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Company Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge of Q5 or any Q5 Subsidiarythe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time, without liability to the Company, Parent or any of their Affiliates (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge of Q5 the Company or the Principal Stockholders or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) Q5 The Company and Q5 Subsidiaries have each Subsidiary has performed in all material respects all obligations required to be performed by them under, are not it under each Company Employee Plan in all material default or violation of, and have no Knowledge of any default or violation by any other party to each Q5 Employee Plan, respects and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable lawsLaws, statutesincluding, orderswithout limitation, rules and regulations, including but not limited to ERISA and or the Code; , (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination, opinion, notification determination letter or advisory opinion letter from the IRS with respect to each such Q5 Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the so called “GUST” and EGTRRA legislation, or has remaining a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plan; letter, (iii) no "non-exempt “prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Company Employee Plan; , (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 Subsidiarythe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; , (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Company, any of its Subsidiaries, Parent or any of its ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination event), (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA Affiliatesthe Company, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; , (vii) all annual reports and other filings required by the DOL or the IRS have been timely made, (viviii) neither Q5, Q5 Subsidiaries, the Company nor any ERISA of its Subsidiaries nor any Affiliate is subject to any penalty or tax Tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections Section 4975 through 4980 4980D of the Code, and (ix) no Company Employee Plan is sponsored or maintained by Co-Employer.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have The Company has performed in all material respects -------------------------- all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge of any default or violation by any other party to each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Company Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge of Q5 the Company or any Q5 Subsidiarythe Shareholders, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, Sub, the Company or any Affiliate (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge of Q5 the Company or the Shareholders or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have The Company has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Company Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 Subsidiarythe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Parent or Surviving Corporation or any of its Affiliates (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 the Company or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Section 2.19(d), (i) Q5 each Seller and Q5 Subsidiaries have each Affiliate has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to each Q5 Seller Employee Plan, and each Q5 Seller Employee Plan has been established established, maintained, operated, administered and maintained funded at all times and in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Seller Employee Plan; (iii) no Seller, Affiliate or fiduciary has engaged in any transaction or acted or failed to act in a manner that violates the fiduciary requirements of ERISA or any other applicable law with respect to any Seller Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiarySeller, threatened or reasonably anticipated (other than routine claims for benefits) against against, or with respect to, any Q5 Seller Employee Plan or against the assets of any Q5 Seller Employee Plan; (v) each Seller Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued at any time at or after the Closing, without material liability to Buyer, any Seller or any of their Affiliates (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 any Seller or any of Q5 Subsidiaries, or any ERISA AffiliatesAffiliate, threatened by the IRS or DOL with respect to any Q5 Seller Employee Plan; and (vivii) neither Q5no Seller or Affiliate has incurred, Q5 Subsidiariesand there 30 exists no condition or set of circumstances in connection with which Buyer, nor any ERISA Seller or any Affiliate is subject could incur, directly or indirectly, any material liability or expense (except for routine contributions and benefit payments) under ERISA, the Code or any other applicable law, statute, order, rule or regulation, or pursuant to any penalty indemnification or tax similar agreement, with respect to any Q5 Seller Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the CodePlan.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have The Company or any Affiliate ------------------------ has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 . Each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Company Employee Plan; (iii) no . No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Company Employee Plan; (iv) there . There are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 Subsidiarythe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; . Each Company Employee Plan (vother than any stock option plan) there can be amended, terminated or otherwise discontinued after the Effective Time, without material liability to the Buyer, Company or any of its Affiliates (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 the Company or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vi) neither Q5, Q5 Subsidiaries, . Neither the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. All contributions required to be made by the Company or any Affiliate to any Company Employee Plan have been paid or accrued.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have The Company has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Company Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge of Q5 pending or any Q5 Subsidiary, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, Sub, the Company or any Affiliate (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge of Q5 the Company or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.. (e) Pension Plan. Neither the Company nor any Affiliate has ever maintained, established, sponsored, participated in, or contributed to, any Pension Plan which is subject to Title IV of ERISA or Section 412 of the Code. 25

Employee Plan Compliance. (i) Q5 MMPI and Q5 Subsidiaries MMPI Sub have performed in all material respects all the obligations required to be performed by them under, are not in material default or violation of, and have no Knowledge of any default or violation by any other party to each Q5 under the MMPI Employee Plan, Plans and each Q5 such Plan and MMPI Sub Employee Plan Agreement has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutesincluding, orders, rules and regulations, including but not limited to to, ERISA and the Code; (ii) each Q5 MMPI Employee Plan intended to qualify under Section 401(a) 401 of the Code is so qualified and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory determination letter from has been issued by the IRS Internal Revenue Service with respect to each such Q5 MMPI Employee Plan as and there are no circumstances likely to its qualified status under result in the Code or has remaining a period revocation of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Planletter; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge of Q5 or any Q5 Subsidiary, threatened or reasonably anticipated pending (other than routine claims for benefits) against any Q5 MMPI Employee Plan or against the assets of any Q5 MMPI Employee Plan; (viv) there are no auditsreportable event, inquiries within the meaning of Section 4043 of ERISA (other than with respect to which the 30-day notice requirement has been waived), and no event described in Section 4062 or proceedings pending or4063 of ERISA, to the Knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL has occurred with respect to any Q5 MMPI Employee PlanPlan with respect to which there could be any material liability; and (viv) neither Q5MMPI, Q5 Subsidiaries, MMPI Sub nor any ERISA Affiliate is subject to any penalty or tax has engaged in a transaction with respect to any Q5 an MMPI Employee Plan under which, assuming the taxable period of such transaction expires as of the date hereof, could subject such entity to a material tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA or Sections 4975 through 4980 of the CodeERISA.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have performed in all material respects all obligations required to be performed by them under, are The Company is not in material default or violation ofof any Company Employee Plan, and have has no Knowledge of any default or violation by any other party to each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 . Each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Company Employee Plan; (iii) . Neither the Company nor any of its Affiliates, and, to the Company's Knowledge, no other party in interest has entered into a "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there . There are no actions, suits or claims pending, or, to the Knowledge of Q5 or any Q5 Subsidiarythe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, Company or any of its Affiliates (v) there other than ordinary administration expenses and obligations). There are no audits, inquiries or proceedings pending or, to the Knowledge of Q5 the Company or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vi) neither Q5, Q5 Subsidiaries, . Neither the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Each Plan (iand each related trust, insurance contract or fund) Q5 has been established, administered and Q5 Subsidiaries have performed funded in accordance with its express terms, and in compliance in all material respects all obligations required to be performed by them under, are not in material default or violation of, and have no Knowledge of any default or violation by any other party to each Q5 Employee Plan, and each Q5 Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulationsLaws, including but not limited to ERISA and the Code; (ii) each Q5 Employee Plan intended . There are no pending or, to qualify under Section 401(a) the Company’s Knowledge, threatened actions, claims or lawsuits against or relating to the Plans, the assets of any of the Code and each trust intended to qualify trusts under Section 501(a) such Plans or the plan sponsor or the plan administrator, or against any fiduciary of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS Plans with respect to each the operation of such Q5 Employee Plan as to its qualified status under Plans (other than routine benefits claims). Neither the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as Company nor, to the qualified status of each such Q5 Employee Plan; (iii) no "Company’s Knowledge, any “party in interest” or “disqualified person” with respect to a Plan has engaged in a non-exempt “prohibited transaction," ” within the meaning of Section 4975 of the Code or Section 406 of ERISA. To the Company’s Knowledge, no fiduciary (within the meaning of Section 3(21) of ERISA) has breached any fiduciary duty with respect to a Plan or otherwise has any Liability in connection with acts taken (or the failure to act) with respect to the administration or investment of the assets of any Plan. No Plan is presently under audit or examination (nor has written notice been received of a potential audit or examination) by any Governmental Entity. All payments required to be made by the Company under, or with respect to, any Plan (including all contributions, distributions, reimbursements, premium payments or intercompany charges) with respect to all prior periods have been timely made or, for any such payments that are not yet due, properly accrued and reflected in the most recent consolidated balance sheet prior to the date hereof, in each case in accordance with the provisions of each of the Plans, applicable Law and GAAP. There is not now, nor do any circumstances exist that could give rise to, any requirement for the posting of security with respect to a Plan or the imposition of any Lien on the assets of the Company under ERISA or the Code. To the Company’s Knowledge, any PEO who sponsors a PEO Plan has maintained or caused to be maintained all data necessary to administer each PEO Plan in accordance with the terms thereof, including all data required to be maintained under Sections 406 107 and 407 209 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge of Q5 or any Q5 Subsidiary, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Employee Plan or against the assets of any Q5 Employee Plan; (v) there are no audits, inquiries or proceedings pending or, to the Knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Employee Plan; all such data is true and (vi) neither Q5, Q5 Subsidiaries, nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Codecorrect and maintained in usable form.

Employee Plan Compliance. (i) Q5 (A) The Company and Q5 Subsidiaries have each Plan Affiliate has performed in all material respects all obligations required to be performed by them under, are not in material default or violation of, and have no Knowledge of any default or violation by any other party to it under each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, Laws including but not limited to ERISA and the Code; (ii) each Q5 Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plan; (iiiB) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and that is not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)exempt, has occurred with respect to any Q5 Company Employee Plan; (ivC) there are no actions, suits or claims pending, or, to the Knowledge of Q5 or any Q5 Subsidiarythe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (vD) each Company Employee Plan (other than any 401(k) or option plan) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to the Company, the Surviving Entity or any of its Plan Affiliates (other than for ordinary administration expenses typically incurred in a termination event and benefits accrued through the effective date of such amendment, termination or discontinuance); (E) to the Knowledge of the Company there are no audits, inquiries or proceedings pending or, to the Knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by any Governmental Entity, including the IRS or DOL with respect to any Q5 Company Employee Plan; and (viF) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Plan Affiliate is subject to any material penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i406(i) of ERISA or Sections Section 4975 through 4980 of the Code; (G) all contributions, premiums or other payments due and owing from the Company or its Plan Affiliates with respect to any Company Employee Plan have been timely paid or adequately provided for on the Financial Statements; and (H) all obligations of the Company with respect to statutorily required severance payments have been fully satisfied or have been funded by contributions to appropriate insurance funds. With respect to each Company Employee Plan that is funded wholly or partially through an insurance policy, all premiums required to have been paid to date under the insurance policy have been paid, all premiums required to be paid under the insurance policy through the Effective Time will have been paid on or before the Effective Time and, as of the Effective Time, there will be no liability of the Company or any Subsidiary under any insurance policy or ancillary agreement with respect to such insurance policy in the nature of a retroactive rate adjustment, loss sharing arrangement or other actual or contingent liability arising wholly or partially out of events occurring prior to the Effective Time. All Company Employee Plans outside of the United States, if any (the "Foreign Plans"), are in compliance in all material respects with all applicable Laws and have been operated in all material respects in accordance with the Foreign Plans' respective terms. There are no unfunded liabilities under or in respect of the Foreign Plans, and all contributions or other payments required to be made to or in respect of the Foreign Plans prior to the Effective Time have been made or will be made prior to the Effective Time. (i) With respect to each Pension Plan, if any, which is intended to be qualified under Section 401(a) of the Code, (A) such Pension Plan has received a favorable determination opinion, notification or advisory letter as to its qualification from the IRS, or has remaining a period of time under applicable law in which to apply for such a letter, and (B) nothing has occurred, whether by action or failure to act, which would cause the loss or denial of such qualification. (ii) No Pension Plan is or has been subject to Section 302 or Title IV of ERISA or Section 412 of the Code.

Employee Plan Compliance. (i) Q5 To the best of the knowledge of the Company, the Company and Q5 Subsidiaries its ERISA Affiliates have performed in all material respects all obligations required to be performed by them under, are not not, to the extent material, in material default or violation of, and neither Company nor its ERISA Affiliates have no Knowledge any knowledge of any default or violation by any other party to each Q5 to, any Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance in all material compliance respects with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii. Except as set forth in Section 2.7112.7(f) each Q5 of the Company Disclosure Letter, to the best of the knowledge of the Company, any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either received applied for, prior to the expiration of the requisite period under applicable U.S. Department of the Treasury (“Treasury”) Regulations or IRS pronouncements, or obtained a favorable determination, opinionnotification, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan and/or opinion letter, as applicable, as to its qualified status from the IRS, and (ii) incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. To the best of the knowledge of the Company, for each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code there has been no event, condition or circumstance that has remaining a period of time under applicable Treasury regulations adversely affected or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to could adversely affect the qualified status of each such Q5 Company Employee Plan; (iii) . To the best of the knowledge of the Company, no "material “prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) . To the best of the knowledge of the Company, there are no actions, suits or claims pending, pending or, to the Knowledge of Q5 Company’s or any Q5 SubsidiaryERISA Affiliates’ knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; Plan that could reasonably be expected, individually or in the aggregate, to cause material liability to the Company. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, Company or any of its ERISA Affiliates (v) there other than routine administration expenses incurred with respect to any such amendment, termination or discontinuance). There are no audits, inquiries or proceedings pending or, or to the Knowledge of Q5 Company’s or any of Q5 Subsidiariesits ERISA Affiliates’ knowledge threatened by the IRS, DOL, or any ERISA Affiliates, threatened by the IRS or DOL other Governmental Entity with respect to any Q5 Company Employee Plan; and (vi) neither Q5, Q5 Subsidiaries, . Neither Company nor any ERISA Affiliate is subject to any material penalty or tax Tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. Company and its ERISA Affiliates have each timely made all contributions and other payments required by and due under the terms of each Company Employee Plan to the extent any failure, individually or in the aggregate, would result in material Liabilities to the Company.

Employee Plan Compliance. (i) Q5 The Company and Q5 the Company Subsidiaries have performed all obligations required to be performed by them under, are not in material default or violation of, and neither the Company nor Siemens has any Knowledge of any default or violation by any other party to, any Company Employee Plan, and each Company Employee Plan has been established and maintained in accordance with its terms and in compliance in all material respects with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and the Code. Siemens and its ERISA Affiliates have performed all obligations required to be performed by them under, are not in material default or violation of, and have no Knowledge of any default or violation by any other party to each Q5 Employee thereto, the Siemens Pension Plan and the Siemens Savings Plan, and each Q5 Employee the Siemens Pension Plan has and the Siemens Savings Plan have been established and maintained in accordance with their terms and in compliance in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) each Q5 . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either received applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination, opinionnotification, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan and/or opinion letter, as applicable, as to its qualified status under from the Code IRS or still has a remaining a period of time under applicable Treasury regulations Regulations or IRS pronouncements in which to apply for such a letter and to make any amendments necessary to obtain a favorable determination as determination, and (ii) incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. For each Company Employee Plan that is intended to be qualified status under Section 401(a) of each the Code there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such Q5 Employee Plan; (iii) no qualified status. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of Q5 Company's or any Q5 SubsidiarySiemens' Knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company or any Company Subsidiary (v) there other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or, or to the Company's or Siemens' Knowledge of Q5 or any of Q5 Subsidiariesthreatened by the IRS, DOL, or any ERISA Affiliates, threatened by the IRS or DOL other Governmental Entity with respect to any Q5 Company Employee Plan; and (vi) neither Q5, Q5 Subsidiaries, . Neither the Company nor any ERISA Affiliate Company Subsidiary is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries Except as would not, individually or in the aggregate, have performed in all material respects all obligations required to be performed by them undera Company Material Adverse Effect, are not in material default or violation of, and have no Knowledge of any default or violation by any other party to each Q5 Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulationsLaws, including but not limited to ERISA and the Code; (ii) each Q5 . All the Company Employee Plan Plans that are intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either have received a favorable determination, opinion, notification or advisory letter timely determination letters from the IRS with respect IRS, no such determination letter has been revoked nor has revocation been threatened, and no act or omission has occurred, that would reasonably be expected to each such Q5 Employee Plan as to result in the loss of its qualified status under the Code qualification. There are no audits, inquiries or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as proceedings pending or, to the qualified status knowledge of each such Q5 Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (Company or any administrative class exemption issued thereunder)Company ERISA Affiliates, has occurred threatened by the Internal Revenue Service (“IRS”) or the Department of Labor, or any similar Governmental Entity with respect to any Q5 Company Employee Plan; (iv) . Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, there are no actions, suits or claims Proceedings pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryCompany, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Employee Plan or against the assets of any Q5 Company Employee Plan; (v) there are no audits. Neither the Company or any Company Employee Plan, inquiries or proceedings pending or, nor to the Knowledge knowledge of Q5 or the Company any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Employee Plan; and “disqualified person” (vi) neither Q5, Q5 Subsidiaries, nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Employee Plan under as defined in Section 502(i) of ERISA or Sections 4975 through 4980 of the Code) or “party in interest” (as defined in Section 3(18) of ERISA), has engaged in any non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which, individually or in the aggregate, have a Company Material Adverse Effect. To the knowledge of Company, each “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) of the Company has been operated since January 1, 2005 in good faith compliance with Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder, except for such noncompliance that would not reasonably be expected to result in any material liability under Section 409A of the Code to plan participants.

Employee Plan Compliance. Except as set forth on Schedule 2.15(d), (i) Q5 and Q5 Subsidiaries have the Company has performed in all material respects all obligations required to be performed by them under, are not in material default or violation of, and have no Knowledge of any default or violation by any other party to it under each Q5 Company Employee Plan, each Employee Agreement and each Q5 Company Employee Plan and each Employee Agreement has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any Company Employee Plan; (iii) there are no actions, suits or claims pending, or, to the knowledge of the Company, threatened or anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan or under any Employee Agreement; and (iv) each Q5 Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Company, Parent or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (v) there are no inquiries or proceedings pending or, to the knowledge of the Company or any Affiliates, threatened by any governmental authority with respect to any Company Employee Plan or any Employee Agreement; (vi) neither the Company nor any Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan or any Employee Agreement; and (vii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Company Employee Plan as to its qualified status under from the Code IRS or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as determination, and nothing has occurred since the date of such letter that would reasonably be expected to affect the qualified status of each such Q5 Company Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge of Q5 or any Q5 Subsidiary, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Employee Plan or against the assets of any Q5 Employee Plan; (v) there are no audits, inquiries or proceedings pending or, to the Knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Employee Plan; and (vi) neither Q5, Q5 Subsidiaries, nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have Target has performed in all ------------------------ material respects all obligations required to be performed by them it under, are is not in material default or violation of, ; and have has no Knowledge knowledge of any material default or violation by any other party to each Q5 Target Employee Plan, and each Q5 Target Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Target Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is qualified and has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as with respect to its qualified status from the date of adoption of such Plan and no event has occurred which would adversely affect the status of such determination letter or the qualified status of each such Q5 Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)Section 4975(d) of the Code, has occurred with respect to any Q5 Target Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryTarget, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Target Employee Plan or against the assets of any Q5 Target Employee Plan; (v) each Target Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, Target or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA AffiliatesTarget, threatened by the IRS or DOL with respect to any Q5 Target Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, Target nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Target Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 4980B of the Code.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have Company has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to to, each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to and, no event has occurred which would adversely affect the status of such determination letter or the qualified status of each such Q5 Employee Plan; (iii) no "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 SubsidiaryCompany, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event and liabilities for accrued benefits to the date of termination which have not previously been funded which are reflected on the Closing Date Balance Sheet); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA AffiliatesCompany, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet. All filings and reports as to each Employee Plan required to have been submitted to the IRS or the DOL have been duly submitted.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have The Company has performed in all material respects all obligations required to be performed by them under, are not in material default or violation of, and have no Knowledge of any default or violation by any other party to it under each Q5 Employee Plan, Plan and each Q5 Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) each Q5 Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under from the Code IRS or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plandetermination; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections Section 406 and or 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge of Q5 or any Q5 Subsidiary, the Company threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Employee Plan or against the assets of any Q5 Employee Plan; (v) each Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to the Company, Parent, Sub or any Affiliate (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 the Company or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, the Company nor 25 31 any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Employee Plan under Section 502(i402(i) of ERISA or Sections Section 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Schedule 4.18(c) or as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) Q5 each Acquired Company and Q5 Subsidiaries have each Distributed Company has performed in all material respects all obligations required to be performed by them under, are not in material default or violation of, and have no Knowledge of any default or violation by any other party to it under each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable lawsLaws, statutes, orders, rules and regulations, including including, but not limited to to, ERISA and the Code; (ii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA has occurred with respect to any Company Employee Plan that would result in any liability for any Acquired Company or MHC; (iii) there are no actions, suits or claims pending, or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan that could result in any liability for any Acquired Company or MHC; (iv) each Q5 Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Acquired Companies or MHC (other than ordinary benefits and administration expenses incurred prior to, or typically incurred in, a termination event); (v) there are no inquiries or proceedings pending or, to the Knowledge of the Company, threatened by any Governmental Entity, including, but not limited to, the IRS or DOL with respect to any Company Employee Plan; (vi) neither any Acquired Company nor any Distributed Company, nor any ERISA Affiliate thereof, is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(l) of ERISA or Sections 4975 through and including 4980G of the Code that would result in any liability for the Acquired Companies, the Distributed Companies, MHC or any of their ERISA Affiliates; and (vii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Company Employee Plan as from the IRS (and to its qualified status under the Code Knowledge of the Company, there exists no fact which would cause such determination letter to be unreliable) or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Q5 Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge of Q5 or any Q5 Subsidiary, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Employee Plan or against the assets of any Q5 Employee Plan; (v) there are no audits, inquiries or proceedings pending or, to the Knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Employee Plan; and (vi) neither Q5, Q5 Subsidiaries, nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Codeletter.

Employee Plan Compliance. (i) Q5 Except as set forth in Schedule 3.18(d) hereto, Neversoft and Q5 Subsidiaries have each of its Affiliates has performed in all material respects all obligations required to be performed by them under, are not in material default or violation of, and have no Knowledge of any default or violation by any other party to under each Q5 Employee Plan, and each Q5 Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) each Q5 Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (for which no class or any administrative class statutory exemption issued thereunder)is available, has occurred with respect to any Q5 Employee Plan; (iviii) there are no material actions, suits or claims pending, pending or, to the Knowledge knowledge of Q5 or any Q5 Subsidiarythe Shareholders, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Employee Plan or against the assets of any Q5 Employee Plan; (iv) such Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Neversoft or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (v) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA Affiliatesthe Shareholders, threatened by the IRS or DOL with respect to any Q5 Employee Plan; and (vi) neither Q5, Q5 Subsidiaries, nor any ERISA Affiliate Neversoft is not subject to any penalty or tax with respect to any Q5 Employee Plan under Section 502(i) of ERISA or Sections Section 4975 through 4980 4980B of the Code; (vii) all contributions, including any top heavy contributions, required to be made prior to the Closing by Neversoft or any ERISA Affiliate to any Employee Plan have been made or shall be made on or before the Closing Date; and (viii) Neversoft and its Affiliates are in compliance in all respects with the requirements of Part 6 of Subtitle A of Title I of ERISA and any similar state laws concerning group health care continuation coverage.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have The Company has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Company Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 Subsidiarythe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; (v) each Company Employee Plan can be 32 amended, terminated or otherwise discontinued in accordance with its terms, without liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 the Company or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Schedule 2.25(d), (i) Q5 and Q5 Subsidiaries have the Company has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by of any other party to to, each Q5 Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Company Employee Plan; (iii) no "prohibited transaction," ", within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 Subsidiary, the Company threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; and (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Company, Parent or any of its Company Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 the Company or any of Q5 Subsidiaries, or any ERISA Company Affiliates, threatened by the IRS or DOL with respect to any Q5 Company Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Company Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i501(i) of ERISA or Sections Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) Q5 and Q5 Subsidiaries have The Company has performed in ------------------------ all material respects all obligations required to be performed by them underit under each Employee Plan and, are is not in material default or violation of, and have has no Knowledge knowledge of any default or violation by any other party to each Q5 Employee Plan, and each Q5 Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory determination letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under from the Code IRS or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plandetermination; (iii) no "prohibited transaction," ", within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of Q5 or any Q5 Subsidiarythe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Employee Plan or against the assets of any Q5 Employee Plan; (v) each Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Company, Parent or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of Q5 the Company or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Q5 Employee Plan; and (vivii) neither Q5, Q5 Subsidiaries, the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Employee Plan under Section 502(i402(i) of ERISA or Sections Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) Q5 The Company and Q5 each of its Subsidiaries have has performed in all material respects all obligations required to be performed by them it under, are is not in material default or violation of, and have has no Knowledge of any default or violation by any other party to each Q5 to, any Company Employee Plan, and each Q5 Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) each Q5 . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each any trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determinationdetermination letter (or opinion letter, opinion, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan if applicable) as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Q5 Employee Plan; (iii) no "Code. No “prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Q5 Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of Q5 or any Q5 Subsidiarythe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Q5 Company Employee Plan or against the assets of any Q5 Company Employee Plan; . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company, any of its Subsidiaries or any Affiliate (v) there other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or, to the Knowledge of Q5 the Company or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS IRS, DOL, or DOL any other Governmental Entity with respect to any Q5 Company Employee Plan; and (vi) neither Q5. Neither the Company, Q5 Subsidiaries, any of its Subsidiaries nor any ERISA Affiliate is subject to any penalty or tax with respect to any Q5 Company Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and each of its Subsidiaries has made all contributions and other payments required by and due under the terms of each Company Employee Plan.