Common use of Employee Plan Compliance Clause in Contracts

Employee Plan Compliance. Each of the Company, its Subsidiaries, and, to the Knowledge of the Company, any Employer of Record engaged by the Company or its Subsidiaries, has performed in all material respects all obligations required to be performed by it under, is not in material default or violation of, and, as of the Agreement Date, the Company and its Subsidiaries have no Knowledge of any default or violation by any other party to, any Company Employee Plan, and each Company Employee Plan has been established and maintained in accordance in all material respects with its terms and in material compliance with all applicable Laws, including ERISA or the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code is so qualified and has obtained a favorable IRS determination letter (or opinion letter, if applicable) as to its qualified status under the Code, and there has been no event or condition that has adversely affected or could reasonably be expected to 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. There are no Legal 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 against the assets of any Company Employee Plan. There are no audits, inquiries or Legal Proceeding pending or to the Knowledge of the Company, threatened by the IRS, DOL, or any other Governmental Entity with respect to any Company Employee Plan. Neither the Company nor any Subsidiary is subject to any penalty or Tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and its Subsidiaries have made all contributions and other payments required by and due under the terms of each Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms.

Employee Plan Compliance. Each The Company and each of the Company, its Subsidiaries, and, to the Knowledge of the Company, any Employer of Record engaged by the Company or its Subsidiaries, Subsidiaries has performed in all material respects respects, all obligations required to be performed by it them under, is not in material default or violation of, and, as of the Agreement Date, and the Company and each of its Subsidiaries have has no Knowledge of any default or violation by any other party to, any Company Employee Plan, and each Company Employee Plan has been established and maintained in accordance in all material respects with its terms and in material compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including ERISA or the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code is so qualified and has obtained a favorable IRS determination letter (or opinion letter, if applicable) as to its qualified status under the Code, and there has been no event or condition that has adversely affected or could reasonably be expected to 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. There are no Legal Proceedings 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. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company, any of its Subsidiaries or any ERISA Affiliate (other than ordinary administration expenses). There are no audits, inquiries or Legal Proceeding proceedings pending or to the Knowledge of the Company, threatened by the IRS, DOL, or any other Governmental Entity with respect to any Company Employee Plan. Neither the Company Company, any of its Subsidiaries nor any Subsidiary ERISA Affiliate is currently subject to any penalty or Tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the CodeCode and no such penalty or tax is reasonably anticipated. The Company and each of its Subsidiaries have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms.

Employee Plan Compliance. Each The Company and each of the Company, its Subsidiaries, and, to the Knowledge of the Company, any Employer of Record engaged by the Company or its Subsidiaries, Subsidiaries and each ERISA Affiliate has performed in all material respects all obligations required to be performed by it them under, is not in material default or violation of, and, as of the Agreement Date, and the Company and each of its Subsidiaries have and each ERISA Affiliate has no Knowledge of any default or violation by any other party to, any Company Employee Plan, and each Company Employee Plan has been established and maintained in accordance in all material respects in accordance with its terms and in material compliance with all applicable Lawslaws, including statutes, orders, rules and regulations, including, but not limited to, ERISA or the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code is so qualified and has obtained a favorable IRS determination letter (or opinion letter, if applicable) as to its qualified status under the Code, Code and there has been no event event, condition or condition circumstance that has adversely affected or could is reasonably be expected likely to adversely affect such its tax-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 Sections 4975(c)(2) and 4975(d) of the Code or Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no Legal Proceedings 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. 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 Subsidiaries or any ERISA Affiliate (other than ordinary administration expenses). There are no audits, inquiries or Legal Proceeding proceedings pending or to the Knowledge of the CompanyCompany or any ERISA Affiliates, threatened by the IRS, DOL, or any other Governmental Entity with respect to any Company Employee Plan. Neither the Company nor any Subsidiary ERISA Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and each of its Subsidiaries have has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms.

Employee Plan Compliance. Each The Company and each of the Company, its Subsidiaries, and, to the Knowledge of the Company, any Employer of Record engaged by the Company or its Subsidiaries, Subsidiaries and each ERISA Affiliate has performed in all material respects all obligations required to be performed by it them under, is not in material default or violation of, and, as of the Agreement Date, and the Company and each of its Subsidiaries have and each ERISA Affiliate has no Knowledge of any default or violation by any other party to, any Company Employee Plan, and each Company Employee Plan has been established and maintained in accordance in all material respects in accordance with its terms and in material compliance with all applicable Lawslaws, including statutes, orders, rules and regulations, including, but not limited to, ERISA or the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code is so qualified and has obtained a favorable IRS determination letter (or opinion letter, if applicable) as to its qualified status under the Code, Code and there has been no event event, condition or condition circumstance that has adversely affected or could reasonably be expected or, to the Knowledge of the Company, is likely to adversely affect such its tax-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 Sections 4975(c)(2) and 4975(d) of the code or Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no Legal Proceedings pending actions, suits or claims pending, threatened 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. 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 Subsidiaries or any ERISA Affiliate (other than ordinary administration expenses). There are no audits, inquiries or Legal Proceeding proceedings pending or to the Knowledge of the Company, threatened by the IRS, DOL, or any other Governmental Entity with respect to any Company Employee Plan. Neither the Company nor any Subsidiary ERISA Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and each of its Subsidiaries have has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms.

Employee Plan Compliance. Each Except as set forth on Schedule 2.15(c) of the CompanyDisclosure Schedule, its Subsidiaries, and, to the Knowledge of the Company, any Employer of Record engaged by the Company or and its Subsidiaries, has ERISA Affiliates have performed in all material respects 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, as of the Agreement Date, and the Company and its Subsidiaries have has no Knowledge of any default or violation by any other party to, any Company Employee Plan, and each Company Employee Plan has been established and maintained in material accordance in all material respects with its terms and in material compliance with all applicable LawsLegal Requirements, statutes, orders, rules and regulations, including ERISA or and the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code is so qualified and has obtained a favorable IRS determination letter (or opinion letter, if applicable) as to its qualified status under the Code, Code and there nothing has been no event or condition occurred since the date of such letter that has adversely affected or could is reasonably be expected likely to adversely affect such qualified statusqualification. 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. There are no Legal Proceedings Actions pending or, or to the Company’s 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. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Times in accordance with its terms, without liability to Parent, the Company or any ERISA Affiliate (other than ordinary administration expenses or with respect to other benefits, other than bonuses, commissions, payments or amounts due under other compensation or equity plans, that were previously earned, vested or accrued under Company Employee Plans prior to the First Effective Time). There are no audits, inquiries or Legal Proceeding proceedings pending or to the Knowledge of the Company’s Knowledge, threatened threatened, by the IRS, DOL, or any other Governmental Entity with respect to any Company Employee Plan. Neither the Company nor any Subsidiary ERISA Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and its Subsidiaries ERISA Affiliates have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsand/or pursuant to applicable Legal Requirements.

Employee Plan Compliance. Each of the Company, The Company and its Subsidiaries, and, to the Knowledge of the Company, any Employer of Record engaged by the Company or its Subsidiaries, has ERISA Affiliates have performed in all material respects all obligations required to be performed by it them under, is are not in material default or violation of, and, as of the Agreement Datedate hereof, neither the Company and its Subsidiaries have no nor any ERISA Affiliate has any Knowledge of any material default or violation by any other party to, any Company Employee PlanPlan and Employee Agreement, and each Company Employee Plan and Employee Agreement has been established and maintained in accordance in all material respects with its terms and in material compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including ERISA or the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code is so qualified and has obtained a favorable IRS determination letter (or opinion letter, if applicable) as to its qualified status under the Code. For each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code, and there has been no event or condition that has adversely affected or could reasonably be expected is likely to 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. There are no Legal Proceedings actions, suits or claims pending or, to the Knowledge of the CompanyCompany or any ERISA 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. 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 ERISA Affiliate (other than ordinary administration expenses). There are no audits, inquiries or Legal Proceeding proceedings pending or to the Knowledge of the CompanyCompany or any ERISA Affiliates, threatened by the IRS, DOL, or any other Governmental Entity with respect to any Company Employee Plan. Neither the Company nor any Subsidiary ERISA Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and its Subsidiaries each ERISA Affiliate have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms.

Employee Plan Compliance. Each of the Company, its Subsidiaries, and, to the Knowledge of the Company, any Employer of Record engaged by the The Company or its Subsidiaries, has performed in all material respects all obligations required to be performed by it under, is not in material default or violation of, and, as to the Knowledge of the Agreement DateCompany, the Company and its Subsidiaries have there has been no Knowledge of any default or violation by any other party 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 accordance in all material respects in accordance with its terms and in material compliance with all applicable Laws, statutes, Orders, rules and regulations, including ERISA or and the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code is so qualified and has obtained a favorable IRS determination letter (or opinion letter, if applicable) as to its qualified status under the Code, Code and there has been no event event, condition or condition circumstance that has adversely affected or could reasonably be expected to adversely affect such 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. With respect to each Company Employee Plan that is a “group health plan” as defined in Section 733(a)(1) 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 Legal Proceedings pending actions, suits or claims pending, threatened 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. There are no audits, inquiries or Legal Proceeding Actions pending or to the Knowledge of the Company, threatened by the IRS, DOL, DOL or any other Governmental Entity with respect to any Company Employee Plan. Neither the Company nor any Subsidiary is subject to any penalty or Tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and its Subsidiaries have made each ERISA Affiliate, as applicable, has timely made, in all material respects, all contributions and other payments required by and due under the terms of each Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms.

Employee Plan Compliance. Each of the Company, its Subsidiaries, and, to the Knowledge of the Company, any Employer of Record engaged by the (i) The Company or its Subsidiaries, and each ERISA Affiliate has performed in all material respects all obligations required to be performed by it them under, is not in material default or violation in any material respect of, and, as of the Agreement Date, and the Company and its Subsidiaries have each ERISA Affiliate has no Knowledge of any material default or violation by any other party to, any Company Employee PlanPlan or Employee Agreement, and each Company Employee Plan and Employee Agreement has been established and maintained in accordance in all material respects in accordance with its terms and in material compliance with all applicable Lawslaws, including statutes, orders, rules and regulations, including, but not limited to, ERISA or and the Code. . (ii) Any Company Employee Plan intended to be qualified under Section 401(a) of the Code is so qualified and has obtained a favorable IRS determination letter (or opinion letter, if applicable) as to its qualified status under the CodeCode and, and there to the Knowledge of the Company as of the date of this Agreement, nothing has been no event or condition that has adversely affected or could occurred which would reasonably be expected to adversely affect cause the loss of such qualified status. No qualification or exemption. (iii) To the Knowledge of the Company as of the date of this Agreement, 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 Legal Proceedings actions, suits or claims pending or, to the Knowledge of the CompanyCompany as of the date of this Agreement, 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) There are no audits, inquiries or Legal Proceeding proceedings pending or to the Knowledge of the CompanyCompany as of the date of this Agreement, threatened by the IRS, DOL, or any other Governmental Entity with respect to any Company Employee Plan. Neither the Company nor any Subsidiary is subject to any penalty Plan or Tax with respect to any Company Employee Plan under Section 502(iAgreement. (vi) of ERISA or Sections 4975 through 4980 of the Code. The Company and its Subsidiaries have has made all contributions and other payments required by and due under the terms of each Company Employee Plan and Employee Agreement. (vii) With respect to each Company Employee Plan. Each , there are no restrictions on the ability of the sponsor of each Company Employee Plan can be amended, terminated to amend or otherwise discontinued after terminate any Company Employee Plan at any time for any reason without material liability to the Effective Time in accordance with its termsCompany or any ERISA Affiliate (other than ordinary administration expenses and routine claims for benefits).

Employee Plan Compliance. Each of the Company, its Subsidiaries, and, to the Knowledge of the Company, any Employer of Record engaged by the (i) The Company or its Subsidiaries, has performed and each ERISA Affiliate have in all material respects (A) performed all obligations required to be performed by it them under, (B) is not in material default or violation of, and, as of the Agreement Date, and (C) the Company and its Subsidiaries have has no Knowledge of any default or violation by any other party to, any Company Employee Plan, and ; (ii) each Company Employee Plan has been established established, registered, qualified, amended, funded, invested and maintained administered in accordance material compliance with the terms of any document that affects such activity in all material respects with its terms respect of such Company Employee Plan, and in material compliance with all the applicable Lawsprovisions of ERISA, including ERISA or the Code. Any Code and other applicable laws, rules and regulations, to the extent applicable to a Company Employee Plan; (iii) each Company Employee Plan which is intended to be qualified within the meaning of Section 401(a) of the Code and each trust intended to qualify under Section 401(a501(a) of the Code is so qualified in all material respects and has obtained received a favorable IRS determination letter (or determination, notification, advisory and/or opinion letter, if as applicable) , as to its qualified status under the Codequalification, and there nothing has been no event occurred, whether by action or condition failure to act, that has adversely affected or could reasonably be expected to adversely affect cause the loss of such qualified status. No qualification; (iv) no event has occurred and no condition exists that would subject the Company, either directly or by reason of its affiliation with an ERISA Affiliate, to any Tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Laws; (v) neither the Company nor any of its ERISA Affiliates has incurred any current or projected liability in respect of post-employment or post-retirement health, medical or life insurance benefits for the Employees, except as required to avoid an excise Tax under Section 4980B of the Code or otherwise except as may be required pursuant to any other applicable Law; (vi) 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, the Final Surviving Entity or any ERISA Affiliate (other than ordinary administration expenses pursuant to the terms of any existing Contract that has been disclosed to Parent); (vii) there are no audits, inquiries or proceedings pending or, to the Knowledge of the Company or any ERISA Affiliates, threatened by the IRS, DOL, or any other Governmental Entity with respect to any Company Employee Plan; (viii) 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. There are no Legal Proceedings pending or, to the Knowledge of the Company, threatened or reasonably anticipated ; and (other than routine claims for benefitsix) against any Company Employee Plan or against the assets of any Company Employee Plan. There are no audits, inquiries or Legal Proceeding pending or to the Knowledge of the Company, threatened by the IRS, DOL, or any other Governmental Entity with respect to any Company Employee Plan. Neither the Company nor any Subsidiary is subject to any penalty or Tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and its Subsidiaries have has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsall material respects.

Employee Plan Compliance. Each of the Company, The Company and its Subsidiaries, and, to the Knowledge of the Company, any Employer of Record engaged by the Company or its Subsidiaries, has ERISA Affiliates have performed in all material respects all obligations required to be performed by it them under, is are not in material default or violation of, and, as of the Agreement Date, the Company and its Subsidiaries have no Knowledge of any default or violation by any other party to, any to each Company Employee PlanPlan in all material respects, and each Company Employee Plan has been established and maintained in accordance in all material respects in accordance with its terms and in material compliance with all applicable Lawslaws, statutes, orders, rules and regulations of any Governmental Entity, including but not limited to ERISA or the CodeIRC. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code IRC and each trust intended to qualify under Section 501(a) of the IRC is so qualified and (i) has either applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable IRS determination letter (or determination, notification, advisory and/or opinion letter, if as applicable) , as to its qualified status from the IRS covering all amendments to the IRC for which the IRS will currently issue on, or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination. To the CodeCompany’s Knowledge, and for each Company Employee Plan that is intended to be qualified under Section 401(a) of the IRC there has been no event event, condition or condition circumstance that has adversely affected or could reasonably be expected is likely to adversely affect such qualified status. 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 408 of ERISA, has occurred with respect to any Company Employee PlanPlan for which the Company would have any material liability. There are no Legal Proceedings pending 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. There are no audits, inquiries or Legal Proceeding pending or to the Knowledge of the Company, threatened by the IRS, DOL, or any other Governmental Entity with respect to any Company Employee Plan. Neither the Company nor any Subsidiary is subject to any penalty or Tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and its Subsidiaries have made all contributions and other payments required by and due under the terms of each Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, Company or any of its ERISA Affiliates (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by the IRS or DOL, or any other Governmental Entity with respect to any Company Employee Plan. Neither the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the IRC. The Company and each ERISA Affiliate have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan.

Employee Plan Compliance. Each The Company and each of the Company, its Subsidiaries, and, to the Knowledge of the Company, any Employer of Record engaged by the Company or its Subsidiaries, Subsidiaries and each ERISA Affiliate has performed in all material respects all obligations required to be performed by it them under, is not in material default or violation of, and, as of the Agreement Date, and the Company and each of its Subsidiaries have and each ERISA Affiliate has no Knowledge of any default or violation by any other party to, any Company Employee Plan, and each Company Employee Plan has been established and maintained in accordance in all material respects in accordance with its terms and in material compliance with all applicable Lawslaws, including statutes, orders, rules and regulations, including, but not limited to, ERISA or the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code is so qualified and has obtained a favorable IRS determination letter (or opinion letter, if applicable) as to its qualified status under the Code, Code and there has been no event event, condition or condition circumstance that has adversely affected or could reasonably be expected is likely to adversely affect such its tax-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 Sections 4975(c)(2) and 4975(d) of the code or Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no Legal Proceedings 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. 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 Subsidiaries or any ERISA Affiliate (other than ordinary administration expenses). There are no audits, inquiries or Legal Proceeding proceedings pending or to the Knowledge of the CompanyCompany or any ERISA Affiliates, threatened by the IRS, DOL, or any other Governmental Entity with respect to any Company Employee Plan. Neither the Company nor any Subsidiary ERISA Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and each of its Subsidiaries have has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms.