Common use of Employee Plan Compliance Clause in Contracts

Employee Plan Compliance. (i) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 letter from the IRS with respect to each such 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; (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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) 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; (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 of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Each of the Company and its Affiliates has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to to, each Company Employee PlanPlan and/or Employee Agreement, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulationsLegal Requirements, including but not limited to ERISA or the Code; (ii) 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) a favorable determination letter from the IRS with respect to each such 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) 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 letter or opinion letter or the qualified status of such 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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the Company’s knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any 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 the Company or any AffiliatesCompany’s knowledge, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(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) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to under each Company Employee Plan, Plan and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulationsLaw, including but not limited to ERISA or and the Code; (ii) each . 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 is so qualified and has either received a favorable determination letter or opinion letter from the IRS with respect to each such 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 so called “GUST” and subsequent 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 determination letter and make any amendments necessary to obtain a favorable determination; (iii) no "letter. 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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, or, to the knowledge of the Company, threatened or reasonably anticipated in writing (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time Closing in accordance with its terms, without liability Liability to the Company, Parent, the Company Acquisition Corp. or any of its ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there . There are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any AffiliatesCompany, threatened by the IRS or DOL or any other similar Governmental Entity having jurisdiction over the Company with respect to any Company Employee Plan; . All annual reports and (vii) neither other filings required by the DOL or the IRS or any other similar Governmental Entity having jurisdiction over the Company have been timely made. Neither the Company nor any ERISA Affiliate is subject to any penalty or tax Tax with respect to any Company Employee Plan under Section 402(i501(i) of ERISA or Sections Section 4975 through 4980 4980D of the CodeCode or any similar Laws of other jurisdictions applicable to the Company 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.

Employee Plan Compliance. (i) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has the Company, Indemnitors and Stockholders have no knowledge Knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 letter from the IRS with respect to each such 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; (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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iviii) there are no actions, suits or claims pending, or, to the knowledge Knowledge of the Company, Indemnitors or the 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 Company Employee Plan or against the assets of any Company Employee Plan; (viv) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time Closing in accordance with its terms, without liability to Parent, the Company or any of its Affiliates Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (viv) there are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of the Company Company, Indemnitors or the Stockholders or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (viivi) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Section 3.22(c) of the Seller Disclosure Schedule, (i) The Company Seller has performed in all material respects all obligations required to be performed by it under, is not in default or material violation of, and has no knowledge Knowledge of any default or material violation by any other party to each Company Employee Plan, and 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 and regulations, including but not limited to ERISA or the Code; (ii) 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 determination, opinion, notification or advisory letter from the IRS with respect to each such 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 determinationdetermination as to the qualified status of each such 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 ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge Knowledge of the CompanySeller, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any 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 in accordance with its termsClosing Date, without liability to ParentBuyer, the Company Seller or any of its ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of the Company Seller or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company Seller nor any ERISA Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company has performed in all ------------------------ material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 letter from the IRS with respect to each such 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; (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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) 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; (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 of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company has Except as would not result in a Material Adverse Change to Nova, Nova and its Nova ERISA Affiliates have performed in all material respects all obligations required to be performed by it them under, is are not in default or violation of, and has have no knowledge of any default or violation by any other party to each Company Nova Employee Plan, and each Company Nova Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company . Any Nova 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 a favorable obtained determination letter letters from the IRS with respect to each all Tax law changes prior to the Economic Growth and Tax Relief Reconciliation Act of 2001 to the effect that such Nova Employee Plan as to its is qualified status under Sections 401(a) and 501(a), respectively, of the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, no such determination letter has been revoked (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; (iii) no "revocation been threatened). 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 408 of ERISA, has occurred with respect to any Company Nova Employee Plan; (iv) there . There are no actions, suits or claims pendingpending (other than routine claims for benefits), or, to the knowledge of the CompanyNova, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Nova Employee Plan or against the assets of any Company Nova Employee Plan; (v) each Company . Each Nova Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to ParentSaturn, the Company Nova or any of its Nova ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, to the knowledge of the Company Nova or any Nova ERISA Affiliates, threatened by the IRS or DOL DOL, or any other Governmental Entity with respect to any Company Nova Employee Plan; and (vii) neither the Company . Neither Nova nor any Nova ERISA Affiliate is subject to any penalty or tax with respect to any Company Nova Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.. Nova and each Nova ERISA Affiliate have timely made all contributions and other payments required by and due under the terms of each Nova Employee Plan, in all material respects. EXECUTION COPY

Employee Plan Compliance. (i) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any material default or violation by any other party to each Company Employee Plan, and 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 and regulations, including but not limited to ERISA or the Code; (ii) 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 determination, opinion, notification or advisory letter from the IRS with respect to each such 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 determinationdetermination as to the qualified status of each such 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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the Company, pending or threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any 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 ParentBuyer, the Surviving Corporation, the Company or any of its Affiliates Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company Each of the Company, WW and each Subsidiary has performed in all material respects all obligations required to be performed by it underunder each Company Employee Plan, is not in material default or violation of, and the Stockholder has no knowledge Knowledge of any material default or violation by any other party to each any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 determination, opinion, notification or advisory letter from the IRS with respect to each such 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 determination letter and make any amendments necessary to obtain a favorable determinationdetermination as to the qualified status of each such 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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge Knowledge of the Stockholder, the Company, WW or any Affiliates, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any 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 Parentthe Company, 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 Knowledge of the Company Stockholder, the Company, WW or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither none of the Company Company, WW, the Stockholder nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to under each Company Employee Plan, Plan and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or and the Code; (ii) 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 letter from the IRS with respect to each such Employee Plan as to its qualified status under from the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, 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; (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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) 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; (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, the Company Sub or any of its Affiliates 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 of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections Section 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Schedule 2.12(d) of the Alliance Schedules, (i) The Company Alliance has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Alliance Employee Plan, and each Company Alliance Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company 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 determination, opinion, notification or advisory letter from the IRS with respect to each such 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 determination letter and make any amendments necessary to obtain a favorable determinationdetermination as to the qualified status of each such 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 ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Alliance Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the CompanyAlliance, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Alliance Employee Plan or against the assets of any Company Alliance Employee Plan; (v) each Company Alliance Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsTime, without material liability to ParentAlliance, the Company or any Affiliate of its Affiliates Alliance (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company Alliance or any AffiliatesAffiliate of Alliance, threatened by the IRS or DOL with respect to any Company Alliance Employee Plan; and (vii) neither the Company Alliance nor any Affiliate of Alliance is subject to any penalty or tax with respect to any Company Alliance Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 determination, opinion, notification or advisory letter from the IRS with respect to each such 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 determination letter and make any amendments necessary to obtain a favorable determinationdetermination as to the qualified status of each such 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 ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any 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 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; (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsTime, without material liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code. Company has no ERISA Affiliates.

Employee Plan Compliance. (i) The Company has performed and each of the Subsidiaries and ERISA Affiliates have, in all material respects respects, performed all obligations required to be performed by it them under, is and are in material compliance with, the requirements prescribed by any and all applicable statutory or regulatory Legal Requirements, are not in material default or violation of, and the Company and each Subsidiary has no knowledge Knowledge of any default or violation by any other party to each to, any Company Employee Plan, and 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 and regulations, including but not limited to ERISA or and the Code; (ii. Other than the Company’s 401(k) each Plan, no Company Employee Plan is or has ever been a plan or arrangement that is, or intended to qualify be, qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) Code. To the Knowledge of the Code has either received a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the CodeCompany, 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; (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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) . To the Knowledge of the Company, there are no actions, suits or claims pending, or, to the knowledge of the Company, pending or threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . 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 Company, any Subsidiary or any of its Affiliates ERISA Affiliate (other than ordinary administration expenses typically incurred in a termination eventor with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plan prior to the Effective Time); (vi) there . There are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any Affiliates, threatened by the IRS IRS, DOL, or DOL any other Governmental Entity with respect to any Company Employee Plan; and (vii) neither . None of the Company nor Company, any Subsidiary or any ERISA Affiliate is subject to any penalty or tax Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and each of the Subsidiaries and ERISA Affiliates have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan and/or pursuant to applicable Legal Requirements.

Employee Plan Compliance. Except as disclosed in Section 3.12(d) of the Company Disclosure Schedule: (i) The each Company has performed Employee Plan that is an employee benefit plan (as defined in Section 3(3) of ERISA) complies in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and with ERISA (ii) each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 letter from the IRS with respect to each such 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; (iii) no non-exempt "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt ERISA that could result in the imposition of an excise tax under Section 408 4975 of ERISAthe Code that would have a Material Adverse Effect, has occurred with respect to any Company Employee Plan; (iv) 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; (v) each Company Employee Plan (other than currently outstanding stock options) 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 the Company or any AffiliatesCompany, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the all contributions due from Company nor or any ERISA Affiliate is subject to any penalty or tax (including employee contributions withheld from pay) with respect to any of Company Employee Plan Plans have been timely made as required under Section 402(i) of ERISA or Sections 4975 through 4980 of have been accrued on the CodeCompany Balance Sheet, and all tax returns including annual reports (Form 5500) have been timely filed.

Employee Plan Compliance. (i) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party with respect to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 letter determination, opinion, notification and/or advisory letter, as applicable, from the IRS with respect to each such 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 determination letter and make any amendments necessary to obtain a favorable determinationdetermination as to the qualified status of each such 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 ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) 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; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsTime, without material liability to ParentCompany, the Company Parent or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has to the Knowledge of the Company, no knowledge of any other party is in default or violation by of, any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . 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 determination letter from the IRS with respect to each such Plan (or opinion letter, if applicable) 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; (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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the knowledge 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; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to ParentAcquiror, the Company or any of its Affiliates Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, or to the knowledge Knowledge of the Company or any Affiliates, threatened by the IRS IRS, DOL or DOL any other Governmental Entity with respect to any Company Employee Plan; . The Company and (vii) neither the Company nor any Affiliate is its Affiliates are not subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company has made all contributions and other payments required by and due under the terms of each Company Employee Plan.

Employee Plan Compliance. Except as set forth on Schedule 2.22(d), (i) The the Company has performed in all material respects all obligations required to be performed by it under, is not in material default or violation of, and has no knowledge of any material default or violation by any other party to each the Company Employee Plan, and each the Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each 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 determination, opinion, notification or advisory letter from the IRS with respect to each such 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 determination letter and make any amendments necessary to obtain a favorable determinationdetermination as to the qualified status of each such 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 ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any the Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any the Company Employee Plan or against the assets of any the Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsTime, without material liability to the Parent, the Subsidiary, or the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is not subject to any penalty or tax with respect to any the Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company and each of the Subsidiaries has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to under each Company Employee Plan, and each 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 or and the Code; (ii) each . 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 letter or opinion letter from the IRS with respect to each such 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 and obtain such a determination letter letter, and make nothing has occurred as to any amendments necessary such Company Employee Plan which has resulted or is likely to obtain result in the revocation of such qualification, in each case in all material respects. No Company Employee Plan and no party in interest with respect thereto has engaged in a favorable determination; (iii) no "“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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits suits, claims or claims pending, proceedings pending or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto (in his or her capacity as such) or against the assets of any Company Employee Plan; (v) each 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 Effective Time Closing Date in accordance with its terms, without liability to Parentthe Company, any of the Company Subsidiaries, Cetus or any of its ERISA Affiliates (other than payment of accrued benefits and ordinary administration expenses typically incurred in a termination event); (vi) there . There are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any AffiliatesCompany, 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 Company Employee Plan; . All annual reports and (vii) neither other filings required by the IRS, 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 Company Employee Plan under Section 402(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. (i) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party with respect to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 letter determination, opinion, notification and/or advisory letter, as applicable, from the IRS with respect to each such 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 determination letter and make any amendments necessary to obtain a favorable determinationdetermination as to the qualified status of each such 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 ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) 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; (v) except as disclosed on the Company Disclosure Schedule each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsTime, without material liability to ParentCompany, the Company Parent or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(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) The the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 determination, opinion, notification or advisory letter from the IRS with respect to each such 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 determination letter and make any amendments necessary to obtain a favorable determinationdetermination as to the qualified status of each such 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 ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) 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; (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsTime, without material liability to the Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company has and its Subsidiaries have performed in all material respects all obligations required to be performed by it them under, is are not in default or violation of, and has the Sellers have no knowledge Knowledge of any default or violation by any other party to each to, any Company Employee Plan, and each Company Employee Plan has been established established, maintained and maintained in all material respects administered in accordance with its terms and conditions and in compliance with all applicable laws, statutes, orders, rules and regulations. Furthermore, including but not limited to ERISA or the Code; (ii) each no Company Employee Plan intended to qualify under Section 401(a) has unfunded liabilities, that as of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the CodeEffective Time, including all amendments to the Code effected will not be offset by the Tax Reform Act of 1986 and subsequent legislation, insurance 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; (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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there fully accrued. There are no actions, suits or claims pending, pending or, to the knowledge Knowledge of the CompanySellers, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan (including, for the avoidance of doubt, against the trustees or managers of an International Employee Plan) or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan relating solely to Employees in the U.S. can be amended, terminated or otherwise discontinued after the Effective Time Closing in accordance with its terms, without liability to ParentPurchaser, the Company or any of its Affiliates Subsidiaries (other than ordinary administration expenses). Unless prohibited and/or restricted by mandatory law, including court established legal practice, no condition exists that would prevent the Company, Purchaser or Parent from terminating or amending any Employee Plan at any time for any reason without liability to the Company or its Subsidiaries (other than ordinary administration expenses typically incurred in a termination eventor routine claims for benefits); (vi) there . There are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of the Company or any AffiliatesSellers, threatened by the IRS or DOL any other Governmental Entity with respect to any Company Employee Plan; and (vii) neither . Neither the Company nor any Affiliate of its Subsidiaries is subject to any penalty or tax in relation to Tax with respect to any Company Employee Plan under Section 402(i) any applicable law. The Company has timely made all contributions and other payments required by and due under the terms of ERISA or Sections 4975 through 4980 of the Codeeach 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) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to to, each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 letter from the IRS with respect to each such 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 determinationdetermination 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 by the IRS, and that such Plan satisfied the requirements of the 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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) 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; (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 of the Company or any AffiliatesCompany, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(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 ------------------------ -------- 2.24(d), (i) The the Company has performed in all material respects all obligations ------- required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to with respect to, each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 determination, opinion, notification or advisory letter from the IRS with respect to each such 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 determination letter and make any amendments necessary to obtain a favorable determinationdetermination as to the qualified status of each such 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 ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) 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; (v) each Company Employee Plan (other than the Option Plan) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsTime, without material liability to Parentthe Company, the Company Parent or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(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 Section 2.11(d) of the Company Disclosure Schedule, (i) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee PlanPlan and Employment Agreement, and each 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 or the Code; (ii) 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 letter from the IRS with respect to each such 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; (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 ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iviii) 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 Employment Agreement or against the assets of any Company Employee Plan, except for claims for benefits in the ordinary course; (viv) each Company Employee Plan and Employment Agreement can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsTime, without material liability to Parent, the Company or any of its ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (viv) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any ERISA Affiliates, threatened by the IRS IRS, DOL or DOL any other Governmental Entity with respect to any Company Employee Plan; and (viivi) neither the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(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 Liquid Schedules, (i) The Company Liquid has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Liquid Employee Plan, and each Company Liquid Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company 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 determination, opinion, notification or advisory letter from the IRS with respect to each such 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 determination letter and make any amendments necessary to obtain a favorable determinationdetermination as to the qualified status of each such 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 ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Liquid Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the CompanyLiquid, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Liquid Employee Plan or against the assets of any Company Liquid Employee Plan; (v) each Company Liquid Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsTime, without material liability to Parent, the Company Liquid or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company Liquid or any Affiliates, threatened by the IRS or DOL with respect to any Company Liquid Employee Plan; and (vii) neither the Company Liquid nor any Affiliate is subject to any penalty or tax with respect to any Company Liquid Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge Knowledge of any default or violation by any other party to each Company Employee Plan, Plan and each Employment Agreement. Each 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 regulations, including but not limited to ERISA or and the Code; (ii) each IRC. Each Company Employee Plan intended to qualify under Section 401(a) of the Code IRC and each trust intended to qualify under Section 501(a) of the Code IRC has either received a favorable determination determination, opinion, notification or advisory letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the CodeIRC, including all amendments to the Code IRC 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; (iii) determination as to the qualified status of each such Company Employee Plan. To the Knowledge of the Company, no "“prohibited transaction," ” within the meaning of Section 4975 of the Code IRC or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the IRC or Section 408 of ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, or, to the knowledge Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against or with respect to any Company Employee Plan or any Employment Agreement or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan Plan, other than International Employee Plans, can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsTime, without material liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither . Neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) Title I of ERISA or Sections 4975 through 4980 of the CodeIRC. All contributions, reserves or premium payments required to be made or accrued as of the date hereof to the Company Employee Plans have been timely made or accrued. Each “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the IRC) has been operated since January 1, 2005 in good faith compliance with Section 409A of the IRC and IRS Notice 2005-1. No nonqualified deferred compensation plan has been “materially modified” (within the meaning of IRS Notice 2005-1) at any time after October 3, 2004.

Employee Plan Compliance. Except as set forth on Section 2.21(d) of the Company Disclosure Schedule, (i) The the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party party, to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 determination, opinion, notification or advisory letter from the IRS with respect to each such 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 determinationdetermination as to the qualified status of each such 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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the best of 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; (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 Parent or Surviving Corporation or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the best of the knowledge of the Company or any Affiliatesand each Affiliate, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(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. (g) No Post-Employment Obligations. Except as set forth in Section 2.21(g) of the Company Disclosure Schedule, no Company Employee Plan provides, or reflects or represents any liability to provide, retiree life insurance, retiree health or other retiree employee welfare benefits to any person for any reason, except as may be required by COBRA or other applicable statute, and the Company has never represented, promised or contracted (whether in oral or written form) to any Employee (either individually or to Employees as a group) or any other person that such Employee(s) or other person would be provided with retiree life insurance, retiree health or other retiree employee welfare benefit, except to the extent required by statute.

Employee Plan Compliance. (i) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to under each Company Employee Plan, Plan and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or and the Code; (ii) 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 letter from the IRS with respect to each such Plan as to its qualified status under from the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, 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; (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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the Company, Seller threatened or reasonably anticipated (other than routine claims for benefits) ), against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time Closing in accordance with its terms, without liability to Parentthe Company, the Company Purchaser or any of its Affiliates 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 of the Company Seller or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company Except as set forth in Schedule 3.18(d) hereto, Treyarch and each of its Affiliates has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to them under each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or and the Code; (ii) 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 letter from the IRS with respect to each such 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; (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 408 of ERISAERISA for which no class or statutory exemption is available, has occurred with respect to any Company Employee Plan; (iviii) there are no material actions, suits or claims pending, pending or, to the knowledge of the CompanyMembers, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (viv) each Company such 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 Treyarch or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (viv) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any AffiliatesMembers, threatened by the IRS or DOL with respect to any Company Employee Plan; and (viivi) neither the Company nor any Affiliate Treyarch is not subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(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. (i) The Company has performed in all material respects all obligations required to be performed by it under, is not in material default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 letter from the IRS with respect to each such 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; (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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) 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; (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 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 of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) to the Company's knowledge (following reasonable inquiry), neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(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 Parent, (i) The Company Parent has performed in 55 all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to to, each Company Parent Employee Plan, and each Company Parent Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company 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 letter from the IRS with respect to each such 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 determinationdetermination and, to the knowledge of Parent, no event has occurred giving rise to a material likelihood that such Plan would not be treated as qualified by the IRS, and that such Plan satisfied the requirements of the Tax Reform Act of 1986 and the Gust Amendments; (iii) the knowledge of Parent, 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 408 of ERISA, has occurred with respect to any Company Parent Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the CompanyParent, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Parent Employee Plan or against the assets of any Company Parent Employee Plan; (v) each Company Parent Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, 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 of the Company or any AffiliatesParent, threatened by the IRS or DOL with respect to any Company Parent Employee Plan; and (vii) neither the Company Parent nor any Affiliate is subject to any penalty or tax with respect to any Company Parent Employee Plan under Section 402(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 Schedule 2.11(d) of the Occam Schedules: (i) The Company Occam has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Occam Employee Plan, and each Company Occam Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Occam 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 Occam 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 determinationdetermination as to the qualified status of each such 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 ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Occam Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the CompanyOccam, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Occam Employee Plan or against the assets of any Company Occam Employee Plan; (v) each Company Occam Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsTime, without material liability to ParentOccam, the Company or any Affiliate of its Affiliates Occam (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any AffiliatesOccam, threatened by the IRS or DOL with respect to any Company Occam Employee Plan; and (vii) neither the Company Occam nor any Affiliate of Occam is subject to any penalty or tax with respect to any Company Occam Employee Plan under Section 402(i502(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 Parent, (i) The Company Parent has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to to, each Company Parent Employee Plan, and each Company Parent Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company 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 letter from the IRS with respect to each such 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 determinationdetermination and, to the knowledge of Parent, no event has occurred giving rise to a material likelihood that such Plan would not be treated as qualified by 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 408 of ERISA, has occurred with respect to any Company Parent Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the CompanyParent, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Parent Employee Plan or against the assets of any Company Parent Employee Plan; (v) each Company Parent Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, 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 of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company Parent nor any Affiliate is subject to any penalty or tax with respect to any Company Parent Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 letter from the IRS with respect to each such 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; (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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) 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; (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, 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 the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 determination, opinion, notification or advisory letter from the IRS with respect to each such 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 determination letter and make any amendments necessary to obtain a favorable determinationdetermination as to the qualified status of each such 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 ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) 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; (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 in accordance with its termsTime, without material liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventand routine claims for benefits); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company has performed and each of its Subsidiaries has, in all material respects respects, performed all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of them under any default or violation by any other party to each Company Employee Plan, and 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 and regulationsLegal Requirements, including but not limited to ERISA or the Code; (ii) each . 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 determination letter from the IRS with respect to each such Plan (or opinion letter, if applicable) 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; (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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the knowledge 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; (v) each . Each Company Employee Plan (other than an employment agreement, consulting agreement or similar agreement that cannot be terminated without the written consent of the other party) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company Company, any Subsidiary or any of its Affiliates ERISA Affiliate (other than ordinary administration expenses typically incurred or, with respect to benefits, other than (1) bonuses or commissions that were previously earned, vested or accrued, (2) amounts under other compensation plans, that were previously earned, vested or accrued or (3) medical or group insurance claims incurred, in a termination eventeach case under Company Employee Plans prior to the Effective Time); (vi) there . There are no audits, inquiries or proceedings pending or, or to the knowledge Knowledge of the Company or any Affiliates, threatened by the IRS IRS, DOL, or DOL any other Governmental Entity with respect to any Company Employee Plan; and (vii) neither . None of the Company Company, any Subsidiary nor any ERISA Affiliate is subject to any penalty or tax Tax with respect to any Company Employee Plan under Section 402(i502(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) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 determination, opinion, notification or advisory letter from the IRS with respect to each such 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 determinationdetermination as to the qualified status of each such 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 ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) 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; (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsTime, without material liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company Except as set forth in Section 4.19(d) of the Expert Disclosure Letter, Expert and each of the Expert Subsidiaries and Affiliates has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to them under each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or and the Code; (ii) 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 letter from the IRS with respect to each such 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; (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 408 of ERISAERISA for which no class or statutory exemption is available, has occurred with respect to any Company Employee Plan; (iviii) there are no material actions, suits or claims pending, pending or, to the knowledge of the CompanyExpert, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (viv) each Company such Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, Expert or any of the Company Expert Subsidiaries or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (viv) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any AffiliatesExpert, threatened by the IRS or DOL with respect to any Company Employee Plan; and (viivi) neither the Company Expert nor any Affiliate of its Subsidiaries is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections Section 4975 through 4980 of the Code; and (vii) all contributions, including any top heavy contributions, required to be made prior to the Closing by Expert or any ERISA Affiliate to any Employee Plan have been made or shall be made on or before the Closing Date.

Employee Plan Compliance. (i) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 is set forth on a standardized prototype plan or has either received a favorable determination letter from the IRS with respect to each such 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; (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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) 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; (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 of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(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) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to to, each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 letter from the IRS with respect to each such 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 determinationdetermination 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 by 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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) 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; (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 of the Company or any AffiliatesCompany, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(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) The Company has performed in all material respects all obligations required to be performed by it under, is not in any material respect in default or violation of, and has no knowledge of any default or violation by any other party to to, each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 letter from the IRS with respect to each such 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, or is maintained pursuant to a 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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) 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; (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 of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code.A-13

Employee Plan Compliance. (i) The Company and its Subsidiary has performed in all material respects all with the obligations required to be performed by it under, is not in default or violation of, and has Sellers have no knowledge of any default or violation by any other party to each to, any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . 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 determination letter from the IRS with respect to each such Plan (or opinion letter, if applicable) as to its qualified status under the Code. To the knowledge of the Sellers, 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; (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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the knowledge of the CompanySellers, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time Closing in accordance with its terms, without material liability to ParentBuyer, the Company Company, its Subsidiary or any of its Affiliates Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any AffiliatesSellers, threatened by the IRS IRS, DOL, or DOL any other Governmental Entity with respect to any Company Employee Plan; and (vii) . To the knowledge of the Sellers, neither the Company Company, nor its Subsidiary nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and its Subsidiary has made or accrued all contributions and other payments required by and due under the terms of each Company Employee Plan.

Employee Plan Compliance. (i) The Company has performed in all material respects -------------------------- all obligations required to be performed by it under, is not in default or violation of, and has no knowledge Knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 determination, opinion, notification or advisory letter from the IRS with respect to each such 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 determinationdetermination as to the qualified status of each such 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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge Knowledge of the CompanyCompany or the Shareholders, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any 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 of its Affiliates Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of the Company or the Shareholders or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 determination, opinion, notification or advisory letter from the IRS with respect to each such 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 determinationdetermination as to the qualified status of each such 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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) 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; (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 Parent or Surviving Corporation or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Schedule 2.20(d), (i) The the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules Laws and regulationsOrders, including but not limited to ERISA or the Code; (ii) 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 determination, opinion, notification or advisory letter from the IRS with respect to each such 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 determination letter and make any amendments necessary to obtain a favorable determinationdetermination as to the qualified status of each such 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 ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) 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; (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsTime, without material liability to the Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings Proceeding pending or, to the knowledge of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company has performed and each of the Subsidiaries and ERISA Affiliates have, in all material respects respects, performed all obligations required to be performed by it them under, is and are in compliance with, the requirements prescribed by any and all applicable statutory or regulatory Legal Requirements, are not in material default or violation of, and the Company and each Subsidiary has no knowledge Knowledge of any default or violation by any other party to each to, any Company Employee Plan, and 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 and regulationsLegal Requirements, including but not limited to ERISA or and the Code; (ii) . For each Company Employee Plan that is intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of Code, the Code Company has either received obtained a favorable determination letter from the IRS with respect to each such 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 and/or opinion letter and make any amendments necessary there has been no event, condition or circumstances that has adversely affected or is likely to obtain a favorable determination; (iii) no "adversely affect such 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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits Actions pending 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; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the First Merger Effective Time in accordance with its terms, without liability to Parent, the Company Company, any Subsidiary or any of its Affiliates ERISA Affiliate (other than ordinary administration expenses typically incurred in a termination eventor with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plans prior to the First Merger Effective Time); (vi) there . There are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of the Company or any AffiliatesCompany, threatened by the IRS IRS, DOL, or DOL any other Governmental Entity with respect to any Company Employee Plan; and (vii) neither . None of the Company nor Company, any Subsidiary or any ERISA Affiliate is subject to any penalty or tax Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and each of the Subsidiaries and ERISA Affiliates have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan and/or pursuant to applicable Legal Requirements.

Employee Plan Compliance. (i) The Except as set forth on Schedule 3.16(f), the Company has performed Group has, in all material respects all obligations required to be performed by it underrespects, is not in default or violation of, and has no knowledge of any default or violation by any other party to administered each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance compliance with its terms and in compliance with the requirements of all Laws applicable laws, statutes, orders, rules and regulations, to each such Employee Plan (including but not limited to ERISA and the Code). Except as set forth on Schedule 3.16(f), all payments, benefits, contributions (including all employer contributions and employee salary reduction contributions) and premiums related to each Employee Plan, including all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of any employees or other service providers, have been timely paid or made in full or, to the extent not yet due, properly accrued on the balance sheet included in the Recent Financial Statements in accordance with the terms of the Employee Plan and all applicable Laws. There is no claim with respect to the payment of wages, salary or overtime pay that has been asserted or is now pending or, to Seller’s Knowledge, threatened before any Governmental Entity with respect to any Persons currently or formerly employed by the Company Group. There are no pending or, to Seller’s Knowledge, threatened claims against, by or on behalf of any Employee Plans or the assets, fiduciaries or administrators thereof (other than routine claims for benefits in the ordinary course of business consistent with past practice). The Company Group has not engaged in any breach of fiduciary duty or other failure to act or comply, and to Seller’s Knowledge, no other breaches of fiduciary duty or other failures to act or comply have occurred, in any case, relating to the administration or investment of the assets of any Employee Plan in connection with which the Company Group or any Employee Plan fiduciary with respect to which the Company Group or its Affiliates has indemnification obligations would reasonably be expected to incur a Liability. Except as set forth on Schedule 3.16(f), with respect to each Employee Plan, (i) no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code; ) has occurred, and (ii) each Company no lien has been imposed under the Code or ERISA. Each trust established in connection with any Employee Plan which is intended to qualify under Section 401(a) of the Code and each trust intended to qualify be exempt from federal income taxation under Section 501(a) of the Code is so exempt, and no fact or event has either received a favorable determination letter from occurred that would reasonably be expected to adversely affect the IRS with exempt status of any such trust. No excise tax could reasonably be expected to be imposed upon the Company Group under Chapter 43 of the Code. Except as set forth on Schedule 3.16(f), no filing has been made in respect to each such of any Employee Plan as to its qualified status under the Code, including all amendments Employee Plans Compliance Resolution System or the Department of Labor Delinquent Filer Program. All corrective actions set forth in or required under any Voluntary Correction Program submission to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, Internal Revenue Service 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; (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 408 of ERISA, has occurred Internal Revenue Service Voluntary Correction Program Compliance Statement with respect to any Company Employee Plan; (iv) 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; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time have been satisfied in accordance with its terms, without liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred full in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Codetimely manner.

Employee Plan Compliance. (i) The Each of the Company and Subsidiary ------------------------ has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge Knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 determination, opinion, notification or advisory letter from the IRS with respect to each such 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 determination letter and make any amendments necessary to obtain a favorable determinationdetermination as to the qualified status of each such 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 ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge 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; (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsthe terms thereof, without material liability to the Parent, the Company Company, Subsidiary or any of its their Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(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 Parent, (i) The Company Parent has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to to, each Company Parent Employee Plan, and each Company Parent Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company 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 letter from the IRS with respect to each such 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 determinationdetermination and, to the knowledge of Parent, no event has occurred giving rise to a material likelihood that such Plan would not be treated as qualified by the IRS, and that such Plan satisfied the requirements of the Tax Reform Act of 1986 and the Gust Amendments; (iii) the knowledge of Parent, 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 408 of ERISA, has occurred with respect to any Company Parent Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the CompanyParent, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Parent Employee Plan or against the assets of any Company Parent Employee Plan; (v) each Company Parent Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, 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 of the Company or any AffiliatesParent, threatened by the IRS or DOL with respect to any Company Parent Employee Plan; and (vii) neither the Company Parent nor any Affiliate is subject to any penalty or tax with respect to any Company Parent Employee Plan under Section 402(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 Schedule 2.12(d), (i) The Company Award has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Award Employee Plan, and each Company Award Employee Plan has been established and maintained in all material respects 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 or the Code; (ii) each Company Award 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 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 determinationdetermination as to the qualified status of each such Award Employee Plan; (iii) to Award's knowledge, 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 408 of ERISA, has occurred with respect to any Company Award Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the CompanyAward, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Award Employee Plan or against the assets of any Company Award Employee Plan; (v) each Company Award Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parentthe Phoenix, Merger Sub, the Company Surviving Corporation, Award or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company Award or any Affiliates, threatened by the IRS or DOL with respect to any Company Award Employee Plan; and (vii) neither the Company Award nor any Affiliate is subject to any penalty or tax with respect to any Company Award Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.. (e) AWARD PENSION PLAN. Neither Award nor any Affiliate has ever maintained, established, sponsored, participated in, or contributed to, any Award Pension Plan which is subject to Title IV of ERISA or Section 412 of the Code. (f) AWARD MULTIEMPLOYER PLANS. At no time has Award or any Affiliate contributed to or been required to contribute to any Award Multiemployer Plan. A-12

Employee Plan Compliance. Except as set forth on Section 2.11(d) of the Interwave Disclosure Schedule, (i) The Company Interwave has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Interwave Employee PlanPlan and Employment Agreement, and each Company 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 or and the Code; (ii) 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 letter from the IRS with respect to each such 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; (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 ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Interwave Employee Plan; (iviii) there are no actions, suits or claims pending, or, to the knowledge of the CompanyInterwave, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Interwave Employee Plan or Employment Agreement or against the assets of any Company Interwave Employee Plan, except for claims for benefits in the ordinary course; (viv) each Company Interwave Employee Plan and Employment Agreement can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsTime, without material liability to ParentAlvarion, the Company Interwave or any of its ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (viv) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company Interwave or any ERISA Affiliates, threatened by the IRS IRS, DOL or DOL any other Governmental Entity with respect to any Company Interwave Employee Plan; and (viivi) neither the Company Interwave nor any ERISA Affiliate is subject to any penalty or tax with respect to any Company Interwave Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The To the knowledge of the Company, the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to under each Company Employee Plan, Plan and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or and the Code; (ii) 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 determination, opinion, notification or advisory letter from the IRS with respect to each such Employee Plan as to its qualified status under from the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, 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 determinationdetermination as to the qualified status of each such 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, ERISA (or any administrative class exemption issued thereunder) has occurred with respect to any Company Employee Plan; (iv) 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; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without resulting in, as a consequence of such amendment, termination or discontinuance, liability to the Company, Parent, the Company Sub or any of its Affiliates 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 of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Each of the Company and the Subsidiary has performed in all material respects all obligations required to be performed by it underunder each Company Employee Plan, is not in material default or violation of, and has no knowledge Knowledge of any material default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects 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 or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code is so qualified and each its related trust intended to qualify is exempt from taxation under Section 501(a) of the Code has either received a favorable determination letter from the IRS with respect to each such 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; (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, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the knowledge 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; (v) . Without the consent of any third party, each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability Liability to Parent, Parent or the Company or the Subsidiary or any of its their respective Affiliates (other than ordinary administration expenses typically incurred in a termination eventand payment of accrued benefits); (vi) there . There are no audits, inquiries or proceedings pending or, or to the knowledge Knowledge of the Company or any AffiliatesCompany, threatened by the IRS IRS, DOL, or DOL any other Governmental Entity with respect to any Company Employee Plan; and . None of the Company, the Subsidiary, any person or entity required under Sections 414(b), (viic), (m), (n) neither or (o) of the Code to be treated together with the Company or the Subsidiary as a single employer (an “ERISA Affiliate”), nor any person or entity entitled to be indemnified by the Company, the Subsidiary or any ERISA Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and the Subsidiary have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan or in accordance with applicable Law, and all contributions and other payments for any period ending on or prior to the Closing which are not yet due will, on or prior to the Closing, have been paid or accrued on the Company’s financial statements, in accordance with GAAP.

Employee Plan Compliance. (i) The Company has performed in all material respects all obligations ------------------------ required to be performed by it under, is not in default or violation of, and has no knowledge Knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . 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 determination, opinion, notification or advisory letter from the IRS with respect to each such 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 determination letter and make any amendments necessary to obtain a favorable determination; (iii) no determination as to the qualified status of each such Company Employee Plan. 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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, or, to the knowledge Knowledge of the CompanyCompany or Stockholders, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . 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 Surviving Corporation, the Company or any of its Affiliates Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of the Company or Stockholders, or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither . Neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Section 2.21(d) of the Company Disclosure Schedule, (i) The the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party party, to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 determination, opinion, notification or advisory letter from the IRS with respect to each such 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 ***REORGANIZATION AGREEMENT*** -30- a determination letter and make any amendments necessary to obtain a favorable determinationdetermination as to the qualified status of each such 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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the best of 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; (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 Parent or Surviving Corporation or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the best of the knowledge of the Company or any Affiliatesand each Affiliate, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Schedule 2.19(d), (i) The the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 determination, opinion, notification or advisory letter from the IRS with respect to each such 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 determination letter and make any amendments necessary to obtain a favorable determinationdetermination as to the qualified status of each such 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 ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) 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; (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsTime, without liability to the Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company has performed in all ------------------------ material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 letter from the IRS with respect to each such 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; (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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) 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; (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, 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 the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company and each Affiliate has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to under each Company Employee Plan, and 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 including ERISA and regulations, including but not limited to ERISA or the Code; (ii) 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 letter from the IRS with respect to each such 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; (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 408 of ERISAexempt, has occurred with respect to any Company Employee Plan; (iviii) there are no actions, suits or claims pending, or, to the knowledge 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; (viv) 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 Parentthe Company, the Company Surviving Corporation or any of its Affiliates (other than for ordinary administration expenses typically incurred in a termination eventevent and benefits accrued through the effective date of such amendment, termination or discontinuance); (viv) to the Knowledge of the Company there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any Affiliates, threatened by any Governmental Entity, including the IRS or DOL with respect to any Company Employee Plan; and (viivi) neither the Company nor any Affiliate is subject to any material penalty or tax with respect to any Company Employee Plan under Section 402(i406(i) of ERISA or Sections Section 4975 through 4980 of the Code; (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; and (viii) 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 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.

Employee Plan Compliance. Except as set forth on Schedule 2.20(d) and determined without regard to the termination of the Company Employee Plan terminated pursuant to Section 5.15, (i) The to the Company's knowledge, the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to under each Company Employee Plan, Plan and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) to the Company's knowledge, 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 letter from the IRS with respect to each such 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 determinationso qualifies; (iii) to the Company's knowledge, 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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pendingpending and served, 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; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parentthe Company, the Company Parent or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event, vesting as required by the Code or sales loads applicable to plan investments); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any Affiliatesaffiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in substantial compliance with all applicable laws, statutes, orders, rules Laws. The Company and regulations, including but not limited each of its ERISA Affiliates has performed all material obligations required to ERISA or the Code; (ii) be performed by them under each Company Employee Plan. Each Company Employee Plan intended to be qualified under Section 401(a) of the Code has timely obtained a favorable determination letter from the IRS (or is entitled to rely on an opinion letter issued by the Internal Revenue Service to the prototype sponsor of the Plan), and nothing has occurred since the date of that determination letter that could reasonably be expected to cause any such Company Employee Plan to fail 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 letter from the IRS with respect to each such 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; (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 408 of ERISAERISA or Section 4975 of the Code, has occurred with respect to any Company Employee Plan; (iv) there . There are no material actions, suits or claims pending, pending or, to the knowledge Knowledge of the CompanyCaliper, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability Liability to ParentTaconic, the Company or any of its Affiliates ERISA Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, or to the knowledge Knowledge of the Company Caliper or any of its Subsidiaries or ERISA Affiliates, threatened by the IRS IRS, U.S. Department of Labor or DOL any other Governmental Entity with respect to any Company Employee Plan; . The Company and (vii) neither the Company nor any Affiliate is its ERISA Affiliates are not subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code, nor is any employee or former employee of the Company subject to tax under Section 409A of the Code. The Company and each of its ERISA Affiliates has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan.

Employee Plan Compliance. Except as set forth in Schedule 2.20(d), (i) The the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 determination, opinion, notification or advisory letter from the IRS with respect to each such 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 determination letter and make any amendments necessary to obtain a favorable determinationdetermination as to the qualified status of each such Company Employee Plan; (iii) to the knowledge of the 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 of the Code or Section 408 of ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) 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; (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsTime, without liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Schedule 2.19(d), (i) The the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to under each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 letter from the IRS with respect to each such 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; (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 408 of ERISA, has occurred with respect to any Company Employee PlanPlan that would result in any liability for the Company or Purchaser; (iviii) 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 PlanPlan that would result in any liability for the Company or Purchaser; and (viv) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parentthe Company, the Company Purchaser or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (viv) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (viivi) neither the Company nor any Affiliate is is, to the knowledge of any Seller Group Member, subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections Section 4975 through 4980 of the CodeCode that would result in any liability for the Company or Purchaser; 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 letter with respect to each such Company Employee Plan from the 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.

Employee Plan Compliance. Except in each case as would not, individually or in the aggregate, result in a material liability to the Company, to the Knowledge of the Company: (i) The the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Table of Contents 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 an opinion or determination letter from the IRS with respect to each such Plan as to its Internal Revenue Service that it is so 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 obtain such a letter from the IRS, and no event has occurred since the date of such determination letter and make any amendments necessary to obtain a favorable determinationthat could result in the revocation of, or materially adversely affect, such qualification; (iii) no "non-exempt “prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge 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; (v) each Company Employee Plan (other than the Company Options) 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 Knowledge of the Company or any AffiliatesCompany, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Company Employee Plan Plan; (viii) all contributions due from Company or any ERISA Affiliate (including employee contributions withheld from pay) with respect to any of Company Employee Plans have been made as required under Section 402(i) of ERISA or Sections 4975 through 4980 have been accrued on the Company Balance Sheet and the balance sheet of the Codeapplicable Subsidiary; and (ix) all applicable tax and other returns, including annual reports (Form 5500), have been timely filed and, where required, distributed to Company Employee Plan participants.

Employee Plan Compliance. (i) The Company and each Subsidiary has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to under each Company Employee Plan, Plan in all material respects and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 letter or opinion letter from the IRS with respect to each such 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 so called "GUST" and subsequent 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 determination letter and make any amendments necessary to obtain a favorable determinationletter; (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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) 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; 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 Parentthe Company, the Company any of its Subsidiaries, 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 the Company or any AffiliatesCompany, threatened by the IRS or DOL with respect to any Company Employee Plan; (vii) all annual reports and other filings required by the DOL or the IRS have been timely made; and (viiviii) neither the Company nor any of its Subsidiaries nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i501(i) of ERISA or Sections Section 4975 through 4980 4980D of the Code.

Employee Plan Compliance. (i) The Company has Novadigm and its Novadigm ERISA Affiliates have performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to them under each Company Novadigm Employee Plan, and each Company Novadigm 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 or the Code; (ii) each Company . All the Novadigm 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 letter letters from the IRS with respect Internal Revenue Service after January 1, 2000 to each the effect that such Plan as to its Novadigm Employee Plans are qualified status and the plans and the trusts related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, including all amendments no such determination letter has been revoked and, to the Code effected by knowledge of Novadigm, revocation has not been threatened, and no such Novadigm Employee Plan has been amended since the Tax Reform Act date 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 its most recent determination letter or application therefor in any respect, and make any amendments necessary no act or omission has occurred, that would reasonably be expected to obtain a favorable determination; (iii) no result in the loss of its qualification. 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 408 of ERISA, has occurred with respect to any Company Novadigm Employee Plan; (iv. Neither Novadigm nor any Novadigm ERISA Affiliate is subject to any penalty or tax with respect to any Novadigm Employee Plan under Section 502(i) there of ERISA or Sections 4975 through 4980 of the Code. Novadigm and each Novadigm ERISA Affiliate have timely made all contributions and other payments required by and due under the terms of each Novadigm Employee Plan. There are no actions, suits or claims pending, or, to the knowledge of the CompanyNovadigm, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Novadigm Employee Plan or against the assets of any Company Novadigm Employee Plan; (v) . Except to the extent limited by applicable law, each Company Novadigm 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 Novadigm or any of its Novadigm ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, to the knowledge of the Company Novadigm or any Novadigm ERISA Affiliates, threatened by the IRS Internal Revenue Service ("IRS") or DOL the Department of Labor ("DOL"), or any other Governmental Entity with respect to any Company Novadigm Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company . No Novadigm Employee Plan under Section 402(i) of has assets that include securities issued by Novadigm or a Novadigm ERISA or Sections 4975 through 4980 of the CodeAffiliate.

Employee Plan Compliance. Except as set forth on Schedule 2.15(d), (i) The the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to under each Company Employee Plan, each Employee Agreement and each 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 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 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 letter from the IRS with respect to each such Company Employee Plan as to its qualified status under from the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, 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; (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 408 of ERISA, nothing has occurred with respect since the date of such letter that would reasonably be expected to any affect the qualified status of such Company Employee Plan; (iv) 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; (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 of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company has performed in all material respects all ------------------------ obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to under each Company Employee Plan, Plan and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or and the Code; (ii) 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 letter from the IRS with respect to each such Plan as to its qualified status under from the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, 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; (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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge Knowledge of Seller or the Company, 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; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time Closing in accordance with its terms, without liability to Parentthe Company, the Company Buyer, or any of its Affiliates 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 Seller or the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company has performed in all material respects all obligations required to be performed by it under, Parent is not in default or violation ofof any Parent Employee Plan, and has no knowledge Knowledge of any default or violation by any other party to each Company Parent Employee Plan, and each Company Parent Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company . Each Parent EXECUTION VERSION 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 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; (iii) no determination as to the qualified status of each such Parent Employee Plan. 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 408 of ERISA, has occurred with respect to any Company Parent Employee Plan; (iv) there . There are no actions, suits or claims pending, or, to the knowledge Knowledge of the CompanyParent, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Parent Employee Plan or against the assets of any Company Parent Employee Plan; (v) each Company . Each Parent Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company Parent or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of the Company Parent or any Affiliates, threatened by the IRS or DOL with respect to any Company Parent Employee Plan; and (vii) neither the Company . Neither Parent nor any Affiliate is subject to any penalty or tax with respect to any Company Parent Employee Plan under Section 402(i502(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 the Company, (i) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to to, each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 letter from the IRS with respect to each such 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 determinationdetermination 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 by the IRS, and that such Plan satisfied the requirements of the Tax Reform Act of 1986 and the GUST amendments; (iii) ), to the knowledge of the 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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) 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; (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 of the Company or any AffiliatesCompany, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(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 2.20(d), (i) The the Company has and its Affiliates have performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to under each Company Employee Plan, Plan and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulationsApplicable Laws, including but not limited to ERISA or and the Code; (ii) 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 letter from the IRS with respect to each such 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; (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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iviii) there are no actions, suits or claims Proceedings pending, or, to the knowledge Knowledge of the CompanyCompany or its Affiliates, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (viv) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability Liability to Parentthe Company, the Company Acquiror or any of its Affiliates (other than amounts accrued to be paid to the plan in the Company Financials and ordinary administration expenses typically incurred in a termination event); (viv) there are no audits, inquiries or proceedings Proceedings pending or, to the knowledge Knowledge of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (viivi) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code.; (vii) each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code is and has always been so qualified and has received a favorable determination letter with respect to such status from the IRS, and no act or omission has occurred since the date of the most recent favorable determination issued with respect to a Company Employee Plan which resulted or is likely to result in the revocation of the Company Employee Plan's qualified status; and (viii)

Employee Plan Compliance. Except as set forth on Section 2.15(d) of the Company Disclosure Schedule, (i) The the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any material default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulationsLaws, including but not limited to ERISA or the Tax Code; (ii) each Company Employee Plan of the Company intended to qualify under Section 401(a) of the Tax Code and each trust intended to qualify under Section 501(a) of the Tax Code has either received a favorable determination determination, opinion, notification or advisory letter from the IRS with respect to each such Employee Plan as to its qualified status under the Tax Code, including all amendments to the Tax 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 determinationdetermination as to the qualified status of each such Employee Plan; (iii) no "“prohibited transaction," ” within the meaning of Section 4975 of the Tax Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Tax Code or Section 408 of ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee PlanPlan that would result in any material liability; (iv) 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; (v) each Company Employee Plan sponsored by the Company subject to ERISA (other than any stock option plan or employment agreement) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsdiscontinued, without liability material Liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the CodeTax Code that would result in any material liability.

Employee Plan Compliance. (i) The Company has performed and each of the Subsidiaries and ERISA Affiliates have, in all material respects respects, performed all obligations required to be performed by it them under, is and are in compliance with, the requirements prescribed by any and all applicable statutory or regulatory Legal Requirements, are not in material default or violation of, and the Company and each Subsidiary has no knowledge Knowledge of any default or violation by any other party to each to, any Company Employee Plan, and 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 and regulations, including but not limited to ERISA or and the Code; (ii) . For each Company Employee Plan that is intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of Code, the Code Company has either received obtained a favorable determination letter from the IRS with respect to each such 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 and/or opinion letter and make any amendments necessary there has been no event, condition or circumstances that has adversely affected or is likely to obtain a favorable determination; (iii) no "adversely affect such 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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, or, to the knowledge of the Company, pending or threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the First Merger Effective Time in accordance with its terms, without liability to Parent, the Company Company, any Subsidiary or any of its Affiliates ERISA Affiliate (other than ordinary administration expenses typically incurred in a termination eventor with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plans prior to the First Merger Effective Time); (vi) there . There are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any Affiliates, threatened by the IRS IRS, DOL, or DOL any other Governmental Entity with respect to any Company Employee Plan; and (vii) neither . None of the Company nor Company, any Subsidiary or any ERISA Affiliate is subject to any penalty or tax Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and each of the Subsidiaries and ERISA Affiliates have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan and/or pursuant to applicable Legal Requirements.

Employee Plan Compliance. (i) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge Knowledge of any default or violation by any other party to of, each Company Employee Plan, and 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 and regulations, including but not limited to ERISA or the Code; (ii) 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 letter from the IRS with respect to each such 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; (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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . 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; (v) each . 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 Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, or to the knowledge Knowledge of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither . Neither the Company nor any Affiliate is subject nor any of their respective directors, officers, employees or any other person who participates in the operation of any Company Employee Plan or related trust or funding vehicle, has engaged in any transaction with respect to any Company Employee Plan or breached any applicable fiduciary responsibilities or obligations under Title I of ERISA that would subject any of them to a liability, penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company Parent has performed in all material ------------------------ respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge Knowledge of any default or violation by any other party to each Company Parent Employee Plan, and each Company Parent Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company 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 determination, opinion, notification or advisory letter from the IRS with respect to each such Parent 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 determinationdetermination as to the qualified status of each such Parent 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 ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Parent Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge Knowledge of the CompanyParent, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Parent Employee Plan or against the assets of any Company Parent 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 of the Company Parent or any Parent Affiliates, threatened by the IRS or DOL with respect to any Company Parent Employee Plan; and (viivi) neither the Company Parent nor any Parent Affiliate is subject to any penalty or tax with respect to any Company Parent Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Company Schedule 2.22(c), (i) The the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 determination, opinion, notification or advisory letter from the IRS with respect to each such 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 determination letter and make any amendments necessary to obtain a favorable determinationdetermination as to the qualified status of each such 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 ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) 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; (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsTime, without material liability to the Parent, the Company or any of its Affiliates Related Parties (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any AffiliatesRelated Parties, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate Related Party is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth in Part 2.17(d) of the Company Disclosure Schedule: (i) The Company each of the Acquired Corporations has performed in all material respects all obligations required to be performed by it underunder each Employee Company Plan, and none of the Acquired Corporations is not in default or violation of, and or has no any knowledge of any default or violation by any other party to each to, any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulationsLegal Requirements, including but not limited to ERISA or and the Code; (ii) 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 determination, opinion, notification or advisory letter from the IRS with respect to each such 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 determinationdetermination as to its qualified status; (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 ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) there are is no actions, suits Legal Proceeding or claims claim pending, or, to the best of 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; (v) each Company Employee Plan (other than any stock option plan or statutorily required international pension plan) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsTime, without material liability to Parent, any of the Company Acquired Corporations or any of its Affiliates Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the best of the knowledge of the Company or any AffiliatesCompany, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither none of the Company nor any Affiliate Acquired Corporations, and no Affiliate, is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company has performed and each of its ERISA Affiliates, in all material respects respects, have performed all obligations required to be performed by it them under, is and are in compliance with, the requirements prescribed by any and all applicable statutory or regulatory Laws, are not in default or violation of, and the Company and each of its ERISA Affiliates has no knowledge Knowledge of any default or violation by any other party to each to, any Company Employee Plan, and each Company Employee Plan has been established and maintained maintained, in all material respects respects, in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules Laws (including ERISA and regulations, including but not limited the Code and the regulations promulgated thereunder). With respect to ERISA or the Code; (ii) each 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 Code, the Code Company has either received obtained a favorable determination letter from the IRS with respect to each such 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 and/or opinion letter and make any amendments necessary there has been no event, condition or circumstances that has adversely affected or is likely to obtain a favorable determination; (iii) no "adversely affect such 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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits Actions pending 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; (v) each . Each Company Employee Plan that is an “employee benefit plan” within the meaning of Section 3(3) of ERISA can be amended, terminated or otherwise discontinued after the First Effective Time in accordance with its terms, without material liability as a result of such amendment termination or discontinuance to ParentAcquiror, the Company or any of its Affiliates ERISA Affiliate (other than (i) ordinary administration expenses typically incurred in a and benefits accrued through the date of amendment, termination eventor discontinuance or (ii) any liability assumed by Acquiror pursuant to Section 7.5(d); (vi) there ). There are no audits, inquiries or proceedings Actions pending or, to the knowledge Knowledge of the Company or any AffiliatesCompany, threatened by the IRS IRS, DOL, or DOL any other Governmental Entity with respect to any Company Employee Plan; and (vii) neither . None of the Company nor any ERISA Affiliate is subject to any penalty or tax Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and each of its ERISA Affiliates have, in all material respects, timely made all contributions and other payments (including, but not limited to, insurance premiums) required by and due under the terms of each Company Employee Plan.

Employee Plan Compliance. (i) The Company has performed has, in all material respects respects, performed all obligations required to be performed by it underunder each Company Employee Plan, is not in default or violation of, and has no knowledge Knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained maintained, in all material respects respects, in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulationsLaws, including but not limited to ERISA or the Code; (ii) each . 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 determination letter from (or opinion letter valid as to the IRS Company, if applicable) with respect to each such Plan all Tax Law changes prior to the Economic Growth and Tax Relief Reconciliation Act of 2001 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; (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, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the knowledge 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; (v) each . 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 ERISA Affiliate (other than ordinary administration expenses typically incurred in a termination eventand/or reasonable notice periods); (vi) there . There are no audits, inquiries or proceedings pending or, or to the knowledge Knowledge of the Company or any ERISA Affiliates, threatened by the IRS IRS, DOL, or DOL any other Governmental Entity with respect to any Company Employee Plan; and (vii) neither . Neither the Company nor any ERISA Affiliate is subject to any penalty or tax Tax with respect to any Company Employee Plan under Section 402(i502(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) The Company Parent has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to to, each Company Parent Employee PlanPlan and/or Employee Agreement, and each Company Parent Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or and the Code; (ii) each Company 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) a favorable determination letter from the IRS with respect to each such 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) 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 letter or opinion letter or the qualified status of such 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 408 of ERISA, has occurred with respect to any Company Parent Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the CompanyParent, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Parent Employee Plan or against the assets of any Company Parent Employee Plan; (v) each Company Parent 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 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 the Company or any AffiliatesParent, threatened by the IRS or DOL with respect to any Company Parent Employee Plan; and (vii) neither the Company Parent nor any Affiliate is subject to any penalty or tax with respect to any Company Parent Employee Plan under Section 402(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; (ix) to the Parent's knowledge, all individuals who, pursuant to the terms of any Employee Plan or Employee Agreement, are entitled to participate in any such Employee Plan or Employee Agreement are currently participating in such Employee Plan or Employee Agreement, or have been given the opportunity to do so and have declined; (x) there has been, within the 2004 calendar year, no amendment to (whether or not written) or change in employee participation or coverage under, any Employee Plan or Employee Agreement that would increase materially the expense of maintaining such Employee Plan or Employee Agreement above the level of the expense incurred in respect thereof during the calendar year 2003.

Employee Plan Compliance. (i) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Each Company Employee Plan, Plan and each Company International Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable lawsApplicable Laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 (or was adopted using a prototype plan that received) a favorable determination determination, opinion, notification or advisory letter from the IRS with respect to each such 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 legislationamendments to 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 determinationdetermination as to the qualified status of each such Company Employee Plan; (iii) no "the Company has not engaged in any “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 of the Code or Section 408 of ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) no event has occurred and no condition exists with respect to any Company Employee Plan that would reasonably be expected to subject the Company or any ERISA Affiliate to any material tax, fine, lien or penalty imposed by Applicable Laws, including, without limitation, ERISA or the Code; (v) there are no audits by any governmental agency pending, and 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 International Employee Plan or the assets of any Company Employee Plan or International Employee Plan; (vvi) each Company Employee Plan (other than any Company Option Plan, the Company ESPP or any Company Option) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsTime, without material liability to ParentAcquiror, the Company or any of its ERISA Affiliates (other than liability for benefits accrued under such Company Employee Plan, accrued and unpaid contributions required under such Company Employee Plan and ordinary administration expenses typically incurred in a termination eventexpenses); and (vivii) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or and any AffiliatesERSIA Affiliate, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any ERISA Affiliate is subject to any material penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4978 and 4980 of the CodeCode and neither the Company nor any Subsidiary of the Company or any ERISA Affiliate is subject to any material penalty or tax with respect to any International Employee Plan.

Employee Plan Compliance. Except as set forth on Schedule 2.20(d), (i) The the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 determination, opinion, notification or advisory letter from the IRS with respect to each such 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 determination letter and make any amendments necessary to obtain a favorable determinationdetermination as to the qualified status of each such Company Employee Plan; (iii) to the knowledge of the 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 of the Code or Section 408 of ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) 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; (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsTime, without material liability to the Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) to the knowledge of the Company, neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth in Part 2.21(d) of the Company Disclosure Letter, (i) The the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge Knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or and the Code; (ii) 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 determination, opinion, notification or advisory letter from the IRS with respect to each such 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 determination letter and make any amendments necessary to obtain a favorable determinationdetermination as to the qualified status of each such 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 ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge 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; (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsTime, without liability to Parentthe Company, the Company Parent or any of its their Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of the Company or the Principal Stockholders or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to with respect to, each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 letter determination, opinion, notification and/or advisory letter, as applicable, from the IRS with respect to each such 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 determination letter and make any amendments necessary to obtain a favorable determinationdetermination as to the qualified status of each such 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 ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) 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; (v) each Company Employee Plan (other than the Option Plans) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsTime, without material liability to Parentthe Company, the Company Parent or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(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 4.17(d), (i) The Company has Seller and its ERISA Affiliates have performed in all material respects all obligations required to be performed by it them under, is are not in default or violation of, and has have no knowledge Seller's Knowledge of any default or violation by any other party to each Company Seller Employee Plan, and each Company Seller Employee Plan has been established established, maintained, operated, administered and maintained in funded at all material respects times in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulationsLaws, including but not limited to ERISA or and the Code, except to the extent that any operational error may be corrected in accordance with a program established by the IRS; (ii) 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 letter from the IRS with respect to each such 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; (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 ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Seller Employee Plan; (iii) no Seller, ERISA 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 of the CompanySeller's Knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against against, or with respect to, any Company Seller Employee Plan (other than a Multiemployer Plan) or against the assets of any Company Seller Employee Plan (other than a Multiemployer Plan); (v) each Company Seller Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued at any time at or after the Effective Time in accordance with its termsClosing, without material liability to ParentPurchaser, the Company Seller or any of its their Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company Seller or any of its Affiliates, threatened by the IRS or DOL with respect to any Company Seller Employee Plan; and (vii) neither no Seller or ERISA Affiliate has incurred, and to Seller's Knowledge there exists no condition or set of circumstances in connection with which Purchaser, any Seller or any ERISA Affiliate could incur, directly or indirectly, any material liability or expense (except for routine contributions and benefit payments) under ERISA, the Company nor Code or any Affiliate is subject other applicable Law, or pursuant to any penalty indemnification or tax similar agreement, with respect to any Company Seller Employee Plan under Section 402(iPlan, except with respect to clauses (iii) of ERISA or Sections 4975 through 4980 of the Code(iv).

Employee Plan Compliance. Except as set forth on Schedule 2.20(d), (i) The the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 determination, opinion, notification or advisory letter from the IRS with respect to each such 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 determination letter and make any amendments necessary to obtain a favorable determinationdetermination as to the qualified status of each such Company Employee Plan; (iii) to the knowledge of the 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 of the Code or Section 408 of ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) 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; (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsTime, without liability to the Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Schedule 2.11(d) of the Company Schedule and except in each case where the failure individually or in the aggregate would not have a Material Adverse Effect on the Company, (i) The the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 determination, opinion, notification or advisory letter from the IRS with respect to each such 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 determination letter and make any amendments necessary to obtain a favorable determinationdetermination as to the qualified status of each such 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 ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) 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; (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsTime, without material liability to the Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 determination, opinion, notification or advisory letter from the IRS with respect to each such 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 determinationdetermination as to the qualified status of each such 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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the Company, pending or threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any 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 of its Affiliates Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(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) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to to, each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 an opinion, determination, advisory or notification letter from the IRS with respect to each such Plan as to its Internal Revenue Service that it is so 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 obtain such a letter from the IRS, and no event has occurred since the date of such determination letter and make any amendments necessary that could reasonably be expected to obtain a favorable determinationresult in the revocation of, or materially adversely affect, such qualification; (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 408 of ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) 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; (v) each Company Employee Plan (other than currently outstanding stock options) 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 of the Company or any AffiliatesCompany, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and all contributions due from Company or any Affiliate with respect to any of Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. (i) The Company has performed in all material respects all obligations ------------------------ required to be performed by it under, is not in default or violation of, and has no knowledge Knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . 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 determination, opinion, notification or advisory letter from the IRS with respect to each such 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 determination letter and make any amendments necessary to obtain a favorable determination; (iii) no determination as to the qualified status of each such Company Employee Plan. 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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, or, to the knowledge Knowledge of the CompanyCompany or Principal Shareholder, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . 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 Surviving Corporation, the Company or any of its Affiliates Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of the Company or Principal Shareholder, or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither . Neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and and, to the Knowledge of the Company, there has been no knowledge of any default or violation by any other party to each to, any Company Employee Plan, and each . Neither the Company nor any Company Subsidiary has any liability under ERISA or the Code by virtue of being an ERISA Affiliate of any other Person. Each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable lawsLaws, statutes, ordersOrders, rules and regulations, including but not limited to ERISA or and the Code; (ii) each . 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 determination letter from the IRS with respect to each such Plan (or opinion letter, if applicable) as to its qualified status under the CodeCode and there has been no event, including all amendments condition or circumstance that could reasonably be expected 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; (iii) no "adversely affect its tax-qualified status. 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 Sections 4975(c)(2) and 4975(d) of the code or Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv. With respect to each Company Employee Plan that is a “group health plan” as defined in Section 733(a)(1) there of ERISA, the Company complies in all material respects with the applicable provisions of the Patient Protection and Affordable Care Act, the Health Care and Education Reconciliation Act of 2010, and all regulations and guidance issued thereunder, and neither the Company nor any ERISA Affiliate has incurred, and nothing has occurred, and no condition or circumstance exists, that could subject the Company or any ERISA Affiliate to any penalty or Tax under Code Section 4980D or 4980H. There are no actions, suits or claims pending, threatened or, to the knowledge 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; (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 . There are no audits, inquiries Actions pending or proceedings pending or, to the knowledge of the Company or any Affiliates, threatened by the IRS IRS, DOL or DOL any other Governmental Entity with respect to any Company Employee Plan; . The Company and (vii) neither each ERISA Affiliate, as applicable, has timely made, in all material respects, all contributions and other payments required by and due under the Company nor any Affiliate is subject to any penalty or tax with respect to any terms of each Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the CodePlan.

Employee Plan Compliance. (i) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to under each Company Employee Plan, Plan and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 or relies on a favorable determination determination, opinion, notification or advisory letter from the IRS with respect to each such 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, legislation (or has remaining a period of time under the Code or applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter request, and make any amendments necessary to obtain obtain, such a favorable determinationletter from 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 408 of ERISA, ERISA (or an exemption issued thereunder) has occurred with respect to any Company Employee Plan; (iv) 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; (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 Parent or any of its Affiliates Surviving Entity (other than ordinary administration expenses typically incurred in a and termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any AffiliatesCompany, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company has satisfied all overdue liabilities, including any fines and/or penalties owing to the IRS under the Q2 Retirement Savings Plan (Money Purchase Plan) and the Q2 Retirement Savings Plan (401(k) Profit Sharing Plan) and has timely made all contributions and other payments required by and due from it under the terms of each Company Employee Plan. For each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the knowledge of Company, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status.

Employee Plan Compliance. Except as set forth on Schedule ------------------------ 2.20(d), (i) The the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to under each Company Employee Plan, Plan and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 determination, opinion, notification or advisory letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act Acts 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 and obtain such a determination letter and make any amendments necessary to obtain a favorable determinationletter; (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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) 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; 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 Parentthe Company, the Company Parent or any of its Affiliates and its (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 the Company or any Affiliatesaffiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i501(i) of ERISA or Sections Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company Street has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge Knowledge of any default or violation by any other party to each Company Street Employee Plan, and each Company Street Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Street 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 letter from the IRS with respect to each such 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; (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 408 of ERISAERISA or 4975 of the Code, has occurred with respect to any Company Street Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge Knowledge of the CompanyStreet, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Street Employee Plan or against the assets of any Company Street Employee Plan; (v) each Company Street Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to ParentSelect, the Company Street 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 the Company Street or any Affiliates, threatened by the IRS or DOL with respect to any Company Street Employee Plan; and (vii) neither the Company Street nor any Affiliate is subject to any penalty or tax with respect to any Company Street Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company has and its subsidiaries have performed in all material respects all obligations required to be performed by it them under, is are not in default or violation of, and has have no knowledge of any default or violation by any other party to each any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 letter from the IRS with respect to each such 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 determinationdetermination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and which is not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) 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; (v) subject to applicable law, 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 of the Company or any AffiliatesCompany, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 determination, opinion, notification or advisory letter from the IRS with respect to each such 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 determinationdetermination as to the qualified status of each such 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 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the CompanySeller or Stockholder, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time Closing Date 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 eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.. Execution Copy

Employee Plan Compliance. (i) The Company has performed in all material ------------------------ respects all obligations required to be performed by it under, is not in default or violation of, ; and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in substantial compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the CodeCode provided that any disqualifying defect in the operation of the plan may be corrected under APRSC as defined in Revenue Procedure 98-22; (ii) 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 letter from the IRS with respect to each such 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; (iii) no Company has not engaged in any "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) 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; (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, 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 the Company or any AffiliatesCompany, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code. Company has timely made all required contributions to each Company Employee Plan through the date hereof (and the Closing Date) or has accrued such amounts on the Company Financials.

Employee Plan Compliance. (i) The Company Parent, the Subsidiaries and each ERISA Affiliate has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to under each Company Subsidiary Employee Plan, and each Company Subsidiary 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 or the Code; (ii) 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 letter from the IRS with respect to each such 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; (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 408 of ERISA, has occurred with respect to any Company Subsidiary Employee PlanPlan that would result in material liability to the Parent or any Subsidiary; (iviii) there are no actions, suits or claims pending, or, to the knowledge of the CompanySellers’ knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Subsidiary Employee Plan or against the assets of any Company Subsidiary Employee PlanPlan that would result in material liability to the Parent or any Subsidiary; (viv) each Company Subsidiary Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time Closing in accordance with its terms, without material liability to the Parent, the Company Subsidiaries, or any of its ERISA Affiliates (other than for ordinary administration expenses typically incurred in a termination eventevent and benefits accrued through the effective date of such amendment, termination or discontinuance); (viv) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any AffiliatesSellers’ knowledge, threatened by the IRS or DOL with respect to any Company Subsidiary Employee Plan; and (viivi) neither the Company Parent nor any Affiliate Subsidiary is subject to any penalty or tax with respect to any Company Subsidiary Employee Plan under Section 402(i502(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 Parent or its ERISA Affiliates with respect to any Subsidiary Employee Plan have been timely paid.

Employee Plan Compliance. Except as set forth on Schedule 3.23(d), (i) The the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 determination, opinion, notification or advisory letter from the IRS with respect to each such 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 determinationdetermination as to the qualified status of each such Company Employee Plan; (iii) to the Company's knowledge, 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 ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) 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; (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsTime, without material liability to the Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company has performed in all ------------------------ material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party with respect to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 letter determination, opinion, notification and/or advisory letter, as applicable, from the IRS with respect to each such 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 determination letter and make any amendments necessary to obtain a favorable determinationdetermination as to the qualified status of each such 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 ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) 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; (v) each Company Employee Plan (other than the Option Plan) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsTime, without material liability to Parentthe Company, the Company Parent or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Schedule 2.26(d), (i) The the Company and each of its subsidiaries has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge Knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) 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 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 determination letter and make any amendments necessary to obtain a favorable determinationdetermination as to the qualified status of each such 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 ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge Knowledge of the CompanyCompany and each of the Stockholders, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any 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 in accordance with its termsTime, without liability to Parent, the Company, any subsidiary of the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company Company, its subsidiaries nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections Section 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. Liabilities which have accrued or may accrue as a result of non-compliance with any laws or regulations with respect to any International Employee Plans and the obligation of the Company or the Company's subsidiaries to provide employee benefits to non-United States employees, shall not exceed such amount as accrued for such matters on the Current Balance Sheet.