Common use of Employee Plan Compliance Clause in Contracts

Employee Plan Compliance. (i) The 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 with respect to each Parent Employee Plan, and each 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 Parent Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification and/or advisory letter, as applicable, 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 a remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such 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 ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Parent Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of Parent, threatened or anticipated (other than routine claims for benefits) against any Parent Employee Plan or against the assets of any Parent Employee Plan; (v) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent or any Affiliates, threatened by the IRS or DOL with respect to any Parent Employee Plan; and (vi) neither Parent nor any Affiliate is subject to any penalty or tax with respect to any Parent Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Parent Launch 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 with respect to each Parent Launch Employee Plan, and each Parent Launch 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 Parent Launch Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is qualified, and has either received a favorable determination, opinion, notification and/or advisory letter, as applicable, determination 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to applicable for all periods beginning with the adoption of such Launch Employee Plan and no event has occurred which would adversely affect the status of such determination letter or the qualified status of each such 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 ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Parent Launch Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of ParentLaunch, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Launch Employee Plan or against the assets of any Parent Launch Employee Plan; (v) each Launch Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Yahoo!, Launch or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent or any AffiliatesLaunch, threatened by the IRS or DOL with respect to any Parent Launch Employee Plan; and (vivii) neither Parent Launch nor any Affiliate is subject to any penalty or tax with respect to any Parent Launch Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Parent has Q5 and Q5 Subsidiaries 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 has have no knowledge Knowledge of any default or violation by any other party with respect to each Parent Q5 Employee Plan, and each Parent Q5 Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or and the Code; (ii) each Parent Q5 Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification and/or or advisory letter, as applicable, letter from the IRS with respect to each such Parent Q5 Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent Q5 Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Parent Q5 Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge Knowledge of ParentQ5 or any Q5 Subsidiary, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Q5 Employee Plan or against the assets of any Parent Q5 Employee Plan; (v) there are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of Parent Q5 or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Parent Q5 Employee Plan; and (vi) neither Parent Q5, Q5 Subsidiaries, nor any ERISA Affiliate is subject to any penalty or tax with respect to any Parent Q5 Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) The Parent 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 to, each Parent Company Employee Plan, and each Parent 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 Parent 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 and/or advisory letter, as applicable, determination 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to and no event has occurred which would adversely affect the status of such determination letter or the qualified status of each such 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 ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Parent Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of Parentthe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Company Employee Plan or against the assets of any Parent Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent or any Affiliatesthe Company, threatened by the IRS or DOL with respect to any Parent Company Employee Plan; and (vivii) neither Parent the Company nor any Affiliate is subject to any material penalty or tax with respect to any Parent Company Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except as set forth in Section 2.17(c) of the Company Disclosure Document: (i) The Parent the Company 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 of any default or violation by any other party with respect to each Parent Company Employee Plan, and each Parent 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 Parent 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 and/or or advisory letter, as applicable, letter from the IRS with respect to each such Parent 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent Company Employee Plan; (iii) no "“prohibited transaction" ,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Parent Company Employee PlanPlan except where such transaction would not result in material liability; (iv) there are no actions, suits or claims pending, or, to the knowledge of ParentCompany, threatened in writing or reasonably anticipated (other than routine claims for benefits) against any Parent Company Employee Plan or against the assets of any Parent Company Employee Plan; (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time, without material liability to the Company (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent or any AffiliatesCompany, threatened by the IRS or DOL with respect to any Parent Company Employee Plan; and (vivii) neither Parent nor any Affiliate the Company is not subject to any material penalty or tax with respect to any Parent Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) the Company has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan except where such failure would not result in material liability.

Employee Plan Compliance. (i) The Parent 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 with respect to to, each Parent Company Employee PlanPlan and/or Employee Agreement, and each Parent 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 Parent Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received (A) a favorable determination, opinion, notification and/or advisory letter, as applicable, determination 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination) or (B) if such Plan is on a prototype or volume submitter plan document, such prototype or volume submitter document has received a favorable opinion letter, and no event has occurred which would adversely affect the status of such determination as to letter or opinion letter or the qualified status of each such 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 ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Parent Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of ParentCompany’s knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Company Employee Plan or against the assets of any Parent 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 Parent or any AffiliatesCompany’s knowledge, threatened by the IRS or DOL with respect to any Parent Company Employee Plan; and (vivii) neither Parent the Company nor any Affiliate is subject to any penalty or tax with respect to any Parent Company Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except as set forth on Section 5.16 of the Seller Disclosure Schedule, (i) The Parent Seller 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 Parent of Seller’s “employee pension benefit plans” as defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (each, a “Seller Employee Plan”), and each Parent Seller 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 Parent Seller Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify be tax-exempt under Section 501(a) of the Code has either received a favorable determination, opinion, notification and/or advisory letter, as applicable, from the IRS Internal Revenue Service (“IRS”) with respect to each such Parent Seller Employee Plan as to its tax-qualified status (and the related tax-exempt status of the accompanying trust) under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the tax-qualified status of each such Parent Seller Employee PlanPlan (and the related tax-exempt status of the accompanying trust); (iii) no "“prohibited transaction" ,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Parent Seller Employee Plan; (iv) there are no actions, suits or claims pending, or, to the best knowledge of ParentSeller, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Seller Employee Plan or against the assets of any Parent Seller Employee Plan; (v) each Seller Employee Plan (other than any stock option plan) (including any Seller Employee Plan covering employees of Seller) can be amended, terminated or otherwise discontinued by Seller, or Buyer on or after the Closing Date, without liability to Buyer, Seller or any of their respective affiliates (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent or any AffiliatesSeller, threatened by the IRS or DOL Department of Labor (“DOL”) with respect to any Parent Seller Employee Plan; and (vivii) neither Parent nor any Affiliate Seller is not subject to any penalty or tax with respect to any Parent Seller Employee Plan under Section 502(i) 502 of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on Company: (i) The Parent 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 to, each Parent Company Employee Plan, and each Parent 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 Parent 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 and/or advisory letter, as applicable, determination 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to and no event has occurred which would adversely affect the status of such determination letter or the qualified status of each such 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 ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Parent Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of ParentCompany, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Company Employee Plan or against the assets of any Parent Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent or any AffiliatesCompany, threatened by the IRS or DOL with respect to any Parent Company Employee Plan; and (vivii) neither Parent Company nor any Affiliate is subject to any material penalty or tax with respect to any Parent Company Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. (i) The 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 with respect to each Parent Employee Plan, and each Parent Each Company Employee Plan has been established established, registered, qualified, amended, funded, invested and maintained administered in all material respects compliance with the terms of any document that affects such activity in accordance with its terms respect of such Plan, and in material compliance with all the applicable provisions of ERISA, the Code and other applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Codeextent applicable to a Company Employee Plan; (ii) each Parent Employee Plan which is intended to qualify under be qualified within the meaning of Section 401(a) of the Code is so qualified and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification and/or advisory letter, as applicable, from the IRS with respect to each such Parent Employee Plan determination letter as to its qualified status under qualification, and nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the Code, including all amendments to the Code effected by the Tax Reform Act loss of 1986 and subsequent legislation, or has a remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent Employee Planqualification; (iii) no "event has occurred and no condition exists that would subject the Company or its Subsidiary, either directly or by reason of their affiliation with an ERISA Affiliate, to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Laws; (iv) neither the Company nor any of its ERISA Affiliates has incurred any current or projected liability in respect of post-employment or post-retirement health, medical or life insurance benefits for the Employees, except as required to avoid an excise tax under Section 4980B of the Code or otherwise except as may be required pursuant to any other applicable Law; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company or any ERISA Affiliate (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge of the Company or any ERISA Affiliates, threatened by the IRS, DOL, or any other Governmental Entity with respect to any Company Employee Plan; (vii) no “prohibited transaction" ,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Parent Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of Parent, threatened or anticipated (other than routine claims for benefits) against any Parent Employee Plan or against the assets of any Parent Employee Plan; (v) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent or any Affiliates, threatened by the IRS or DOL with respect to any Parent Company Employee Plan; and (vivii) neither Parent nor any Affiliate is subject to any penalty or tax with respect to any Parent the Company has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the CodePlan.

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

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

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

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

Employee Plan Compliance. (i) The Parent Talarian 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 with respect to each Parent Talarian Employee Plan, and each Parent Talarian 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 Parent Talarian Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified, and has either received a favorable determination, opinion, notification and/or advisory letter, as applicable, determination 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination effective as to of the adoption of the Plan, and no event has occurred which would adversely affect the status of such determination letter or the qualified status of each such 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 ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Parent Talarian Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of ParentTalarian, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Talarian Employee Plan or against the assets of any Parent Talarian Employee Plan; (v) each Talarian Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to TIBCO, Talarian or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent or any AffiliatesTalarian, threatened by the IRS or DOL with respect to any Parent Talarian Employee Plan; and (vivii) neither Parent Talarian nor any Affiliate is subject to any penalty or tax with respect to any Parent Talarian Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code.

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

Employee Plan Compliance. (i) The Parent (A) the Company or one of its Affiliates has performed in all material respects all obligations required to be performed by it the Company or its Affiliates under, and (B) neither the Company nor any of its Affiliates is not in default or violation of, and or has no knowledge Knowledge of any default or violation by any other party with respect to to, each Parent Company Employee Plan, and each Parent 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 Law, including but not limited to ERISA or the Code; (ii) each Parent 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 and/or advisory letter, as applicable, determination letter from the IRS with respect to each such Parent Company Employee Plan as to its qualified status under the Code, including all amendments to ERISA and the Code effected by Uruguay Round Agreements Act, the Tax Reform Uniformed Services Employment and Reemployment Rights Act of 1986 1994, the Small Business Job Protection Act of 1996 and subsequent legislationthe Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to and no event has occurred which would adversely affect the status of such determination letter or the qualified status of each such Parent Company Employee Plan; (iii) no "“prohibited transaction" ,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Parent Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge Knowledge of Parentthe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Company Employee Plan or against the assets of any Parent Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of Parent or any Affiliatesthe Company, threatened by the IRS or DOL or any other similar Governmental Entity with respect to any Parent Company Employee Plan; and (vivii) neither Parent the Company nor any Affiliate is subject to any penalty or tax Tax with respect to any Parent Company Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable Law.

Employee Plan Compliance. (i) The Parent the LLC 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 of any default or violation by any other party with respect to under each Parent Employee Plan, and each 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 Parent Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification and/or or advisory letter, as applicable, 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent Employee Plan; , and (iii) no "“prohibited transaction" ,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Parent Employee Plan; , (iv) there are no actions, suits or claims pending, or, to the knowledge Knowledge of Parentthe LLC or any of its subsidiaries, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Employee Plan or against the assets of any Parent Employee Plan; , (v) each Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date, without material Liability to the Buyer, the LLC or any of their respective subsidiaries (other than ordinary administration expenses), (vi) there are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of Parent the LLC or any Affiliatesof its subsidiaries, threatened by the IRS or DOL with respect to any Parent Employee Plan; , and (vivii) neither Parent nor none of the LLC or any Affiliate of its subsidiaries, is subject to any penalty or tax with respect to any Parent Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The 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 with respect to to, each Parent Employee Plan, and each 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 Parent Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification and/or advisory letter, as applicable, determination letter from the IRS with respect to each such Parent Employee Plan 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to and no event has occurred which would adversely affect the status of such determination letter or the qualified status of each such Parent Employee Planplan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Parent Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of Parent, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Employee Plan or against the assets of any Parent Employee Plan; (v) each Parent Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, Parent or any of its Parent 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 Parent or any AffiliatesParent, threatened by the IRS or DOL with respect to any Parent Employee Plan; and (vivii) neither Parent nor any Parent Affiliate is subject to any penalty or tax with respect to any Parent Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Parent has Inovio and the Inovio 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 Knowledge of any default or violation by any other party with respect to each Parent Inovio Employee Plan, and each Parent Inovio 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 Parent . Any Inovio Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either received applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination, opinionnotification, notification advisory and/or advisory opinion letter, as applicable, from the IRS with respect to each such Parent Employee Plan as to its qualified status from the IRS or still has a remaining period of time under the Codeapplicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination, including and (ii) incorporates or has been amended to incorporate all amendments provisions required to the Code effected by comply with the Tax Reform Act of 1986 and subsequent legislation. The remedial amendment period under Section 401(b) of the Code has not expired with respect to any amendment to any such Inovio Employee Plan adopted after the date of the most recent such determination, or has a remaining period notification, advisory and/or opinion letter. For each Inovio Employee Plan that is intended to be qualified under Section 401(a) of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as the Code, to the Knowledge of Inovio, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status of each such Parent Employee Plan; (iii) no status. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Parent Inovio Employee Plan; (iv) there , which would individually or in the aggregate result in material liability to Inovio. There are no material actions, suits or claims pending, or, to the knowledge Knowledge of ParentInovio, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Inovio Employee Plan or against the assets of any Parent Inovio Employee Plan; (v) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent . Neither Inovio nor any Inovio ERISA Affiliate has received any written notice that any Inovio Employee Plan or any Affiliatesfiduciary thereof is presently the direct or indirect subject of an audit, threatened investigation or examination by any governmental or quasi-governmental agency, and no such action has been threatened. Neither Inovio nor any Inovio ERISA Affiliate has incurred any liability or civil penalty under ERISA or liability for any tax or excise tax arising under the IRS or DOL Code with respect to any Parent Inovio Employee Plan; , and (vi) neither Parent nor any Affiliate is subject no event has occurred and no condition or circumstance exists that could reasonably be expected to give rise to any penalty or tax such liability with respect to any Parent such Inovio Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the CodePlan.

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

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

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

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

Employee Plan Compliance. (i) The 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 with respect to each Parent Employee Plan, and each Each Parent Employee Plan has been established established, administered, and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulationsLaws, including but not limited to ERISA or and the Code; (ii) each all Parent Employee Plan Plans that are intended to qualify be qualified under Section 401(a) of the Code are so qualified and each have received timely determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of Parent, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust intended are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to qualify the Knowledge of Parent no circumstance exists that is likely to result in the loss of such qualified status under Section 501(a401(a) of the Code has either received a favorable determination, opinion, notification and/or advisory letter, as applicable, 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 a remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent Employee Plan; (iii) no "prohibited transaction" within the meaning of Section 4975 of the Code or Sections 406 Parent and 407 of ERISAits Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and not other payments required by and due under the terms of each Parent Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Parent Employee Plan have been paid, accrued, or otherwise exempt under Section 4975 of adequately reserved to the Code extent required by, and in accordance with GAAP; (iv) except to the extent limited by applicable Law, each Parent Employee Plan can be amended, terminated, or Section 408 of ERISA (otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any administrative class exemption issued of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) there are no investigations, has occurred audits, inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of Parent, threatened by the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Parent Employee Plan; (ivvi) there are no actions, suits or claims material Legal Actions pending, or, to the knowledge Knowledge of Parent, threatened or anticipated (other than routine claims for benefits) against any Parent Employee Plan or against the assets of any Parent Employee Plan; (v) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent or any Affiliates, threatened by the IRS or DOL with respect to any Parent Employee Plan; and (vi) neither Parent nor any Affiliate is subject to any penalty or tax with respect to any Parent Employee Plan under (in each case, other than routine claims for benefits); and (vii) to the Knowledge of Parent, neither Parent nor any of its Parent ERISA Affiliates has engaged in a transaction that could subject Parent or any Parent ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA or Sections 4975 through 4980 of the CodeERISA.

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

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

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

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

Employee Plan Compliance. Except as set forth in Part 2.14 of the ------------------------ Company Disclosure Letter, (i) The Parent 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 Parent Company Employee Plan, and each Parent 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 Parent 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 and/or advisory letter, as applicable, determination 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to and no event has occurred which would adversely affect the status of such determination letter or the qualified status of each such 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 ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Parent Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of ParentCompany, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Company Employee Plan or against the assets of any Parent Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent or any AffiliatesCompany, threatened by the IRS or DOL with respect to any Parent Company Employee Plan; and (vivii) neither Parent Company nor any Affiliate is subject to any penalty or tax with respect to any Parent Company Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code.

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

Employee Plan Compliance. Except as set forth in Section 3.24(c)of the Disclosure Schedule, (i) The Parent Target 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 Default or violation by any other party with respect to each Parent Target Employee Plan, and each Parent Target 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 Code; (ii) each Parent Target Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification and/or or advisory letter, as applicable, letter from the IRS with respect to each such Parent Target Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent Target Employee Plan; (iii) Target has no knowledge of 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 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Parent Target Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of ParentTarget, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Target Employee Plan or against the assets Assets of any Parent Target Employee Plan; (v) each Target Employee Plan (other than any stock option plan as to grants already made) can be amended, terminated or otherwise discontinued after the Effective Time, without material Liability to any Target Group Member, Target or any of its ERISA Affiliates (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent Target or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Parent Target Employee Plan; and (vivii) neither Parent Target nor any ERISA Affiliate is subject to any material penalty or tax Tax with respect to any Parent Target Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code; (viii) as required in accordance with GAAP, Target Financial Statements as of the Interim Balance Sheet Date reflect the approximate total pension, medical and other benefit expense for all Target Employee Plans as of the date thereof, and no funding changes or irregularities not reflected thereon would cause such Target Financial Statements to be materially inaccurate, and (ix) no Target Group Member has incurred Liability under Section 4062, 4063 or 4064 of ERISA.

Employee Plan Compliance. (i) The 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 with respect to each Parent Employee Plan, and each 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 Parent Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification and/or or advisory letter, as applicable, 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such 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 ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Parent Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge Knowledge of Parent, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Employee Plan or against the assets of any Parent Employee Plan; (v) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent or any Parent Affiliates, threatened by the IRS or DOL with respect to any Parent Employee Plan; and (vi) neither Parent nor any Parent Affiliate is subject to any penalty or tax with respect to any Parent Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Part 2.12 of the Company Disclosure Letter: (i) The Parent 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 with respect to to, each Parent Company Employee PlanPlan and/or Employee Agreement, and each Parent 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 Parent 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 and/or advisory letter, as applicable, determination 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to and no event has occurred which would adversely affect the status of such determination letter or the qualified status of each such 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 ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Parent Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of Parentthe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Company Employee Plan or against the assets of any Parent 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 Parent or any Affiliatesthe Company, threatened by the IRS or DOL with respect to any Parent Company Employee Plan; and (vivii) neither Parent the Company nor any Affiliate is subject to any penalty or tax with respect to any Parent Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet and no further contributions will be due or will have accrued thereunder as of the Closing Date; (ix) to the Company'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; and (x) there has been no amendment to, written interpretation or authorized announcement (whether or not written) by the Company relating to, or change in employee participation or coverage under, any 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 2000.

Employee Plan Compliance. Except as set forth on Schedule 4.12(c), (i) The Parent Buyer 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 Parent Buyer Employee Plan, and each Parent Buyer 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 Parent Buyer 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 and/or or advisory letter, as applicable, letter from the IRS with respect to each such Parent Buyer 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent Buyer Employee Plan; (iii) no "“prohibited transaction" ,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Parent Buyer Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of ParentBuyer, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Buyer Employee Plan or against the assets of any Parent Buyer Employee Plan; (v) each Buyer Employee Plan can be amended, terminated or otherwise discontinued after the Closing, without material liability to Seller or any of their Affiliates; (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent Buyer or any Buyer Affiliates, threatened by the IRS or DOL with respect to any Parent Buyer Employee Plan; and (vivii) neither Parent Buyer nor any Buyer Affiliate is subject to any penalty or tax with respect to any Parent Buyer Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Parent 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 with respect to them under each Parent Novadigm Employee Plan, and each Parent 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 Parent . 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, opinion, notification and/or advisory letter, as applicable, determination letters from the IRS with respect Internal Revenue Service after January 1, 2000 to each the effect that such Parent Novadigm Employee Plan as to its 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 its most recent determination letter or application therefor in any respect, and subsequent legislationno act or omission has occurred, or has a remaining period that would reasonably be expected to result in the loss of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent Employee Plan; (iii) no "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 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Parent Novadigm Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of Parent, threatened or anticipated (other than routine claims for benefits) against any Parent Employee Plan or against the assets of any Parent Employee Plan; (v) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent or any Affiliates, threatened by the IRS or DOL with respect to any Parent Employee Plan; and (vi) neither Parent . Neither Novadigm nor any Novadigm ERISA Affiliate is subject to any penalty or tax with respect to any Parent Novadigm Employee Plan under Section 502(i) 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 Novadigm, threatened (other than routine claims for benefits) against any Novadigm Employee Plan or against the assets of any Novadigm Employee Plan. Except to the extent limited by applicable law, each Novadigm Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, Novadigm or any of its Novadigm ERISA Affiliates (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or, to the knowledge of Novadigm or any Novadigm ERISA Affiliates, threatened by the Internal Revenue Service (“IRS“) or the Department of Labor (“DOL“), or any other Governmental Entity with respect to any Novadigm Employee Plan. No Novadigm Employee Plan has assets that include securities issued by Novadigm or a Novadigm ERISA Affiliate.

Employee Plan Compliance. (i) The 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 with respect to each Parent Employee Plan, and each Parent Each Assumed Company Employee Plan has been established and maintained maintained, funded and administered in all material respects in accordance with its terms and complies in compliance form and in operation in all material respects with all applicable laws, statutes, orders, rules and regulationsApplicable Laws, including but not limited to without limitation ERISA or and the Code; (ii) each Parent Employee Plan intended to qualify under Section 401(aall required reports and descriptions (including Form 5500 annual reports, summary annual reports, and summary plan descriptions) have been timely filed and/or distributed in accordance with the applicable requirements of ERISA and the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification and/or advisory letter, as applicable, 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 a remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent Assumed Company Employee Plan; (iii) no "“prohibited transaction" ,” within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Parent Assumed Company Employee PlanPlan that could subject any Company or any Subsidiary to any liability; (iv) there are no actions, suits or claims pending, or, to the knowledge of Parent, threatened or anticipated (other than routine claims for benefits) against any Parent Employee Plan or against the assets has committed a breach of any Parent responsibility or obligation imposed upon fiduciaries by Title I of ERISA with respect to any Assumed Company Employee Plan; (v) there are no audits, inquiries or proceedings Proceedings pending or, to Sellers’ Knowledge, threatened (other than routine claims for benefits) with respect to any Assumed Company Employee Plan or with respect to the knowledge assets of Parent any Assumed Company Employee Plan which could reasonably be expected to result in a liability to any Company, any Subsidiary or any AffiliatesAssumed Company Employee Plan; (vi) the material requirements of Part 6 of Subtitle B of Title I of ERISA and Code Section 4980B (“COBRA”) have been met with respect to each such Assumed Company Employee Plan that is subject to COBRA; (vii) each Assumed Company Employee Plan can be amended, terminated or otherwise discontinued in accordance with its terms, without material liability to any Company or any Subsidiary (other than as required by Applicable Law, amounts for accrued benefits or pending claims and administration or contract expenses incurred in a termination event); (viii) there are no inquiries, investigations, audits or Proceedings pending or to Sellers’ Knowledge threatened by the IRS or DOL with respect to any Parent Assumed Company Employee PlanPlan or any related trust; and (viix) neither Parent no Company nor any Affiliate Subsidiary is subject to any penalty or tax with respect to any Parent Assumed Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 4980B of the Code; (x) each Assumed Company Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination, notification, advisory and/or opinion letter with respect to such status from the IRS, and to Sellers’ Knowledge, no event has occurred and no condition or circumstance has existed or exists which may reasonably be expected to result in the disqualification of such Assumed Company Employee Plan; (xi) all contributions required to be made to any Assumed Company Employee Plan pursuant to Applicable Law (without regard to any waivers of such requirements) or the terms of the Assumed Company Employee Plan, have been made on or before their due dates (including any contractual or statutory grace periods); (xii) no Company nor any Subsidiary is, nor could any of them reasonably expect to be, subject to (A) a security interest pursuant to Section 412(f) of the Code or (B) a lien pursuant to Section 412(n) of the Code or Section 4068 or 302(f) of ERISA; (xiii) no event has occurred and there exists no condition or set of circumstances which could reasonably be anticipated to result in any liability to any Company or any Subsidiary with respect to any Assumed Company Employee Plan except to provide benefits in accordance with the terms of each such Assumed Company Employee Plan; and (xiv) with respect to each Assumed Company Employee Plan, all payments due from any Company or any Subsidiary to date as of April 3, 2004 have been made or properly accrued in accordance with GAAP, and are reflected in the Interim Financial Statements.

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

Employee Plan Compliance. (i) The Parent Seller has performed in all material respects all obligations required to be performed by it under, and is not in any material respect in default under or in material violation of, and has no knowledge of any default Employee Plan or violation by any other party with respect to each Parent Employee PlanContract, and each Parent Employee Plan has been established operated and maintained administered 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 CodeLaws; (ii) there has been no non-exempt “prohibited transaction” (within the meaning of Section 406 of ERISA and Section 4975 of the Code) with respect to any Employee Plan; (iii) each Parent Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify be exempt from tax under Section 501(a) of the Code has either received a favorable determination, opinion, notification and/or advisory letter, as applicable, determination letter from the IRS with respect to each such Parent Employee Plan as to its qualified status under the Code, including all amendments and no event has occurred since the date of such determination letter or condition exists that could reasonably be expected to the Code effected by the Tax Reform Act give rise to disqualification or loss of 1986 and subsequent legislation, or has a remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified tax-exempt status of each any such Parent Employee Plan; (iii) no "prohibited transaction" within the meaning of Section 4975 of the Code Plan or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Parent Employee Planits related trust; (iv) there are no actions, suits or claims pending, or, to the knowledge Knowledge of ParentSeller, threatened there is currently no audit or anticipated investigation by any Governmental Entity or any claim (other than routine claims for benefitsbenefits in the ordinary course) or action against or involving any Parent Employee Plan or against the assets of any Parent Employee Plan; (v) there are no audits, inquiries or proceedings pending or, Each Employee Plan that is a “group health plan” (as such term is defined in Section 5000(b)(1) of the Code) complies in all material respects with the applicable requirements of Section 4980B of the Code and Sections 601 to the knowledge 608 of Parent ERISA (“COBRA”) or any Affiliates, threatened by the IRS or DOL with respect to any Parent Employee Planother similar applicable Law providing for health continuation coverage; and (vi) neither Parent nor any Affiliate is subject all contributions and premium payments required to any penalty have been paid under or tax with respect to any Parent Employee Plan under Section 502(i) of ERISA have been timely paid. Seller does not sponsor or Sections 4975 through 4980 maintain any self-funded Employee Plan. None of the CodeEmployee Plans or Employee Contracts covers or has been entered into with an employee or person who performs services for or on behalf of the Business outside the United States.

Employee Plan Compliance. (i) The Parent 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 to, each Parent Company Employee Plan, and each Parent 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 Parent 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 and/or advisory letter, as applicable, determination letter from the IRS with respect to each such Parent Employee Plan as to its qualified status under the Code, including all amendments to ERISA and the Code effected by Uruguay Round Agreements Act, the Tax Reform Uniformed Services Employment and Reemployment Rights Act of 1986 1994, the Small Business Job Protection Act of 1996 and subsequent legislationthe Taxpayer Relief Act of 1997, or has remaining a remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to and, no event has occurred which would adversely affect the status of such determination letter or the qualified status of each such 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 ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Parent Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of ParentCompany, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Company Employee Plan or against the assets of any Parent Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event and liabilities for accrued benefits to the date of termination which have not previously been funded which are reflected on the Closing Date Balance Sheet); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent or any AffiliatesCompany, threatened by the IRS or DOL with respect to any Parent Company Employee Plan; and (vivii) neither Parent Company nor any Affiliate is subject to any penalty or tax with respect to any Parent Company Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet. All filings and reports as to each Employee Plan required to have been submitted to the IRS or the DOL have been duly submitted.

Employee Plan Compliance. (i) The Parent 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 with respect to under each Parent Company Employee Plan, Plan and each Parent 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 lawsLaw, statutesincluding, orderswithout limitation, rules and regulations, including but not limited to ERISA or the Code; , (ii) each Parent Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination, opinion, notification and/or advisory letter, as applicable, determination letter or opinion letter from the IRS with respect to each such Parent 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 a remaining period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent Employee Plan; letter, (iii) no "non-exempt “prohibited transaction" ,” within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Parent Company Employee Plan; , (iv) there are no actions, suits or claims pending, or, to the knowledge of Parentthe Company, threatened or anticipated (other than routine claims for benefits) against any Parent Company Employee Plan or against fiduciary thereto or concerning the assets of any Parent Company Employee Plan; , and (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Company, any of its Subsidiaries, Parent or any of its ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination event), (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent or any Affiliatesthe Company, threatened by the IRS or DOL with respect to any Parent Company Employee Plan; , (vii) all annual reports and other filings required by the DOL or the IRS have been timely made, (viviii) neither Parent the Company nor any of its Subsidiaries nor any ERISA Affiliate is subject to any penalty or tax Tax with respect to any Parent Company Employee Plan under Section 502(i501(i) of ERISA or Sections Section 4975 through 4980 4980D of the Code, and (ix) no Company Employee Plan is sponsored or maintained by any Co-Employer.

Employee Plan Compliance. (i) The Parent Each of Transferor and any 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 neither the Indemnifying Stockholders nor Transferor nor any ERISA Affiliate has no any knowledge of any default or violation by any other party with respect to each Parent Employee Plan, and each 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 Parent Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification and/or or advisory letter, as applicable, 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such 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 ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Parent Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of Parent, pending or threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Employee Plan or against the assets of any Parent Employee Plan; (v) each Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time, without material liability to Transferee, Transferor or any ERISA Affiliates (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent or any Affiliates, threatened by the IRS or DOL Department of Labor with respect to any Parent Employee Plan; and (vivii) neither Parent Transferor nor any ERISA Affiliate is subject to any penalty or tax with respect to any Parent Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

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

Employee Plan Compliance. (i) The Parent has PROVISION and PROVISION Subsidiaries 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 has have no knowledge Knowledge of any default or violation by any other party with respect to each Parent PROVISION Employee Plan, and each Parent PROVISION 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) each Parent PROVISION 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 and/or or advisory letter, as applicable, letter from the IRS with respect to each such Parent PROVISION 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent PROVISION Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Parent PROVISION Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge Knowledge of ParentPROVISION or any PROVISION Subsidiary, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent PROVISION Employee Plan or against the assets of any Parent PROVISION Employee Plan; (v) there are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of Parent PROVISION or any of PROVISION Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Parent PROVISION Employee Plan; and (vi) neither Parent PROVISION, PROVISION Subsidiaries, nor any ERISA Affiliate is subject to any penalty or tax with respect to any Parent PROVISION Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Schedule 4.12(d) of the Technest Schedules: (i) The Parent Technest 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 Parent Technest Employee Plan, and each Parent Technest 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 Parent Technest 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 and/or or advisory letter, as applicable, letter from the IRS with respect to each such Parent Technest 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent Technest Employee Plan; (iii) no "“prohibited transaction" ,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Parent Technest Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of ParentTechnest, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Technest Employee Plan or against the assets of any Parent Technest Employee Plan; (v) each Technest Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Closing Date, without material liability to Technest or any of its Affiliates (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent or any AffiliatesTechnest, threatened by the IRS or DOL with respect to any Parent Technest Employee Plan; and (vivii) neither Parent Technest nor any Affiliate is subject to any penalty or tax with respect to any Parent Technest Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

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

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

Employee Plan Compliance. Except as set forth in Section 3.21(d) of the Seller Disclosure Schedule, (i) The Parent has Sellers have performed in all material respects all obligations required to be performed by it under, is are not in default or violation of, and has have no knowledge of any default or violation by any other party with respect to each Parent Seller Employee Plan, and each Parent Seller 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 Parent Seller 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 and/or or advisory letter, as applicable, letter from the IRS with respect to each such Parent Seller 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent Seller Employee Plan; (iii) no "“prohibited transaction" ,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Parent Seller Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of Parentany Seller or Shareholder, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Seller Employee Plan or against the assets of any Parent Seller Employee Plan; (v) each Seller Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Closing Date, without material Table of Contents liability to Purchaser, any Seller or any of their Affiliates (other than ordinary administration and termination expenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent Seller or Compass Shareholders or any Affiliates, threatened by the IRS or DOL with respect to any Parent Seller Employee Plan; and (vivii) neither Parent no Seller nor any Affiliate is subject to any penalty or tax with respect to any Parent Seller Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Parent 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 Knowledge of any material default or violation by any other party with respect to to, each Parent Company Employee Plan, Subsidiary Plan and/or Employee Agreement currently in effect, and each Parent Company Employee Plan and Subsidiary Plan currently in effect 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 or regulations, including but not limited to ERISA or the Code, if applicable; (ii) each Parent Company Employee Plan currently in effect intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code currently in effect has either received (A) a favorable determination, opinion, notification and/or advisory letter, as applicable, determination letter from the IRS with respect to each such Parent Company Employee Plan or Trust 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 remaining period of time under applicable Treasury regulations 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 Company Employee Plan is on a prototype or volume submitter plan document, such prototype or volume submitter document has received a favorable opinion letter, and to the Company’s Knowledge, no event has occurred which would adversely affect the status of such determination as to letter or opinion letter or the qualified status of each such Parent Company Employee Plan; (iii) no "“prohibited transaction" ,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Parent Company Employee PlanPlan currently in effect; (iv) there are no actions, suits or claims pending, or, to the knowledge of ParentCompany’s Knowledge, threatened or anticipated (other than routine claims for benefits) against any Parent Company Employee Plan or Subsidiary Plan or against the assets of any Parent Company Employee PlanPlan or Subsidiary Plan in each case that is currently in effect; (v) each Company Employee Plan currently in effect can be amended, terminated or otherwise discontinued either before or after the Closing in accordance with its terms, without liability to the Parent, the Buyer or the Company (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 Parent or any AffiliatesCompany’s Knowledge, threatened by the IRS or DOL with respect to any Parent Company Employee PlanPlan currently in effect; and (vivii) neither Parent nor any Affiliate is subject to the Company has not been assessed any penalty or tax with respect to any Parent Company Employee Plan currently in effect under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code; (viii) as of the date of the Company Balance Sheet all contributions due from the Company with respect to any of the Company Employee Plans currently in effect had been made in all material respects as required under ERISA or had been accrued on the Company Balance Sheet; (ix) to the Company’s Knowledge, all individuals who, pursuant to the terms of any Company Employee Plan, Subsidiary Plan or Employee Agreement currently in effect, are entitled to participate in any such Company Employee Plan, Subsidiary Plan or Employee Agreement are currently participating in such Company Employee Plan, Subsidiary Plan or Employee Agreement, or have been given the opportunity to do so and have declined; and (x) since January 1, 2006, there has been no amendment to, written interpretation or written authorized announcement by the Company relating to any Company Employee Plan, Subsidiary Plan or Employee Agreement currently in effect that would increase materially the expense of maintaining such Company Employee Plan, Subsidiary Plan or Employee Agreement above the level of the expense incurred in respect thereof during the fiscal year ended December 31, 2006.

Employee Plan Compliance. (i) The Parent Target 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 with respect to each Parent Target Employee Plan, and each Parent Target 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 Parent Target Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is qualified and has either received a favorable determination, opinion, notification and/or advisory letter, as applicable, determination 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as with respect to its qualified status from the date of adoption of such Plan and no event has occurred which would adversely affect the status of such determination letter or the qualified status of each such 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 ERISA (or any administrative class exemption issued thereunder)Section 4975(d) of the Code, has occurred with respect to any Parent Target Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of ParentTarget, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Target Employee Plan or against the assets of any Parent Target Employee Plan; (v) each Target Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, Target or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent or any AffiliatesTarget, threatened by the IRS or DOL with respect to any Parent Target Employee Plan; and (vivii) neither Parent Target nor any Affiliate is subject to any penalty or tax with respect to any Parent Target Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 4980B of the Code.

Employee Plan Compliance. (i) The Parent 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 Parent Linfinity Employee Plan, and each Parent Linfinity 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 CodeCode and the Company has not, and to SymmetriCom's and the Company's knowledge each other fiduciary has not, breached its fiduciary duty with respect to any Linfinity Employee Plan; (ii) each Parent Linfinity 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 and/or or advisory letter, as applicable, 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent Linfinity Employee PlanPlan and neither the Company nor SymmetriCom are aware of any facts that would materially adversely affect the continuing applicability of such favorable determinations; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Parent Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of Parentthe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Linfinity Employee Plan or against the assets of any Parent Linfinity Employee Plan; (v) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent or any Affiliates, threatened by the IRS or DOL with respect to any Parent Linfinity Employee Plan; and (vi) neither Parent Linfinity nor any Affiliate is subject to any penalty or tax with respect to any Parent Linfinity Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Parent 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 with respect to each any Parent Employee Plan, and each 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 Parent Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification and/or advisory letter, as applicable, determination 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to and no event has occurred which would adversely affect the status of such determination letter or the qualified status of each such Parent Employee 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 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Parent Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of Parent, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Employee Plan or against the assets of any Parent Employee Plan; (v) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent or any AffiliatesParent, threatened by the IRS or DOL with respect to any Parent Employee Plan; and (vi) neither Parent nor any Affiliate is subject to any penalty or tax with respect to any Parent Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Schedule 3.15(d), (i) The Parent 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 under each Parent Company Employee Plan, each Employee Agreement and each Parent 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 regulationslaw, 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 Initial Closing 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 Entity with respect to any Company Employee Plan or any Employee Agreement; (vi) neither the Company nor any Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan or any Employee Agreement; and (vii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification and/or advisory letter, as applicable, from the IRS determination letter with respect to each such Parent 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as determination, and nothing has occurred since the date of such letter that would reasonably be expected to affect the qualified status of each such Parent Company Employee Plan; (iii) no "prohibited transaction" within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Parent Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of Parent, threatened or anticipated (other than routine claims for benefits) against any Parent Employee Plan or against the assets of any Parent Employee Plan; (v) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent or any Affiliates, threatened by the IRS or DOL with respect to any Parent Employee Plan; and (vi) neither Parent nor any Affiliate is subject to any penalty or tax with respect to any Parent Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Parent FAS 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 Parent FAS Employee Plan, and each Parent FAS 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 knowledge of FAS, each Parent FAS 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 and/or advisory letter, as applicable, determination 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent Employee Plandetermination; (iii) to the knowledge of FAS, 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 or 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder)Code, has occurred with respect to any Parent FAS Employee Plan; (iv) to the knowledge of FAS, there are no actions, suits or claims pending, or, to the knowledge of Parent, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent FAS Employee Plan or against the assets of any Parent FAS Employee Plan; (v) to the knowledge of FAS, each FAS Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date in accordance with its terms, without liability to Purchaser, FAS or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) to the knowledge of FAS, there are no audits, inquiries or proceedings pending or, to the knowledge of Parent or any Affiliates, threatened by the IRS or DOL with respect to any Parent FAS Employee Plan; and (vivii) neither Parent to the knowledge of FAS, either FAS nor any Affiliate is subject to any penalty or tax with respect to any Parent FAS Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The 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 with respect to each Parent Employee Plan, and each Parent Each Company Employee Plan has been established established, administered and maintained in all material respects in accordance with its terms in all material respects and in compliance with all applicable laws, statutes, orders, rules and regulationsLaws, including but not limited to ERISA or and the Code; (ii) each Parent Company Employee Plan that is intended to qualify be qualified under Section 401(a) of the Code and each corresponding trust intended to qualify exempt under Section 501(a) 501 of the Code is so qualified and has either received a favorable determination, opinion, notification and/or advisory letter, as applicable, timely determination or opinion letter from the IRS with respect to each such Parent Employee Plan as to upon which it may rely regarding its qualified status under the Code, including Code for all amendments statutory and regulatory changes with respect to all plan qualification requirements for which the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has a remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for will issue such a letter and make any amendments necessary to obtain a favorable determination as and, to the qualified status Knowledge of each the Company, no circumstance exists, whether by action or failure to act, that caused or could cause the loss of such Parent Employee Planqualification or the imposition of any penalty or Tax; (iii) no "prohibited transaction" within the meaning Company, its Subsidiaries and each of their ERISA Affiliates have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan, applicable Law, GAAP, Section 4975 412 of the Code, other applicable Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (section or any administrative class exemption issued thereunder), has occurred collective bargaining agreement with respect to all prior periods (including, without limitation, all contributions, insurance premiums or intercompany charges), and all benefits accrued under any Parent unfunded Company Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with the terms of such Company Employee Plan, applicable Law, and GAAP; (iv) there are no actionsaudits, suits inquiries or claims Legal Actions pending, instituted or threatened or, to the knowledge Knowledge of Parentthe Company, threatened anticipated by the IRS or the U.S. Department of Labor, or any Governmental Entity with respect to any Company Employee Plan, and no such completed audit, inquiry or Legal Action, if any, has resulted in the imposition of any Tax or penalty; (vi) there are no claims or other Legal Actions pending, threatened, asserted, instituted or, to the Knowledge of the Company, anticipated (other than routine claims for benefits) against any Parent Company Employee Plan Plan, any trustee or against fiduciaries thereof, any ERISA Affiliate, any employee, officer, director, stockholder or other service provider of the Company or any Subsidiary (whether current, former or retired), or any of the assets of any Parent Company Employee Plan; (vvii) there are no auditswith respect to each Company Employee Plan that is funded mostly or partially through an insurance policy, inquiries or proceedings pending ornone of the Company, to the knowledge of Parent its Subsidiaries or any AffiliatesERISA Affiliate has any Liability in the nature of retroactive rate adjustment, threatened by loss sharing arrangement or other actual or contingent Liability arising wholly or partially out of events occurring on or before the IRS date of this Agreement or DOL is reasonably expected to have such Liability with respect to periods through the Effective Time; (viii) no non-exempt “prohibited transaction,” as such term is defined in Section 406 of ERISA and Section 4975 of the Code, has occurred or is reasonably expected to occur with respect to any Parent Company Employee Plan; , and (vi) neither Parent nor no circumstance has occurred that could subject the Company or any Affiliate is subject Subsidiary to any a tax or penalty imposed by either Section 4975 of the Code or tax with respect to any Parent Employee Plan under Section 502(i) of ERISA ERISA; and (ix) No Company Employee Plan is funded by, associated with or Sections 4975 through 4980 related to a “voluntary employees’ beneficiary association” within the meaning of Section 501(c)(9) of the Code.

Employee Plan Compliance. (i) The Parent 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 Parent Linfinity Employee Plan, and each Parent Linfinity 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 CodeCode and the Company has not, and to SymmetriCom's and the Company's knowledge each other fiduciary has not, breached its fiduciary duty with respect to any Linfinity Employee Plan; (ii) each Parent Linfinity 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 and/or or advisory letter, as applicable, 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent Linfinity Employee PlanPlan and neither the Company nor SymmetriCom are aware of any facts that would materially adversely affect the continuing applicability of such favorable determinations; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Parent Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of Parentthe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Linfinity Employee Plan or against the assets of any Parent Linfinity Employee Plan; (v) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent or any Affiliates, threatened by the IRS or DOL with respect to any Parent Linfinity Employee Plan; and (vi) neither Parent Linfinity nor any Affiliate is subject to any penalty or tax with respect to any Parent Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.Affiliate

Employee Plan Compliance. Except as set forth on Schedule 3.23(d), (i) The Parent Seller 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 Parent Seller Employee Plan, and each Parent Seller 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 Parent Seller 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 and/or or advisory letter, as applicable, letter from the IRS with respect to each such Parent Seller 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent Seller Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Parent Seller Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of ParentSeller, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Seller Employee Plan or against the assets of any Parent Seller Employee Plan; (v) each Seller Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Closing, without material liability to Parent, Buyer or any of their Affiliates (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent Seller or any Affiliates, threatened by the IRS or DOL with respect to any Parent Seller Employee Plan; and (vivii) neither Parent Seller nor any Affiliate is subject to any penalty or tax with respect to any Parent Seller Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Schedule 2.20(d), (i) The Parent 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 neither the Company nor any Principal Shareholder has no knowledge any Knowledge of any default or violation by any other party with respect to each Parent Company Employee Plan, and each Parent 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 Parent 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 and/or or advisory letter, as applicable, letter from the IRS with respect to each such Parent 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent Company Employee Plan; (iii) no "“prohibited transaction" ,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Parent Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge Knowledge of Parentthe Company or the Principal Shareholders, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Company Employee Plan or against the assets of any Parent Company Employee Plan; (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time, without material liability to the Parent, Company or any of its Affiliates (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of Parent the Company or the Principal Shareholders or any Affiliates, threatened by the IRS or DOL with respect to any Parent Company Employee Plan; and (vivii) neither Parent the Company nor any Affiliate is subject to any penalty or tax with respect to any Parent Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.. -25- (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)

Employee Plan Compliance. Except as set forth on Schedule 2.12(d), (i) The Parent IDC 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 Parent Company Employee Plan, and each Parent 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 Parent 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 and/or or advisory letter, as applicable, 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent Company Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Parent Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of ParentInlet, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Company Employee Plan or against the assets of any Parent Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to DeltaPoint, IDC 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 Parent Inlet or any Affiliates, threatened by the IRS or DOL with respect to any Parent Company Employee Plan; and (vivii) neither Parent IDC nor any Affiliate is subject to any penalty or tax with respect to any Parent Company Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Parent MP 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 to, each Parent Plan and/or Employee PlanAgreement, and each 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 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, opinion, notification and/or advisory letter, as applicable, determination 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination) or (B) if such Plan is on a prototype or volume submitter plan document, such prototype or volume submitter document has received a favorable opinion letter, and no event has occurred which would adversely affect the status of such determination as to letter or opinion letter or the qualified status of each such 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 ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Parent Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of ParentMP or any Shareholder, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Employee Plan or against the assets of any Parent Employee Plan; (v) each Plan can be amended, terminated or otherwise discontinued either before or after the Closing Date in accordance with its terms, without liability to MP or Buyer (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 Parent MP or any AffiliatesShareholder, threatened by the IRS or DOL with respect to any Parent Employee Plan; and (vivii) neither Parent MP nor any Affiliate is subject to any penalty or tax with respect to any Parent Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from MP with respect to any of the Plans have been made as required under ERISA or have been accrued on the Financial Statements; (ix) to MP’s and the Shareholders’ knowledge, all individuals who, pursuant to the terms of any Plan or Employee Agreement, are entitled to participate in any such Plan or Employee Agreement are currently participating in such Plan or Employee Agreement, or have been given the opportunity to do so and have declined; (x) there has not been since January 1, 2006, any amendment to (whether or not written) or change in employee participation or coverage under, any Plan or Employee Agreement that would increase materially the expense of maintaining such Plan or Employee Agreement above the level of the expense incurred in respect thereof during the calendar year 2005.

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

Employee Plan Compliance. Except as set forth in Section 3.25(d) of the Disclosure Schedules, (i) The Parent the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation Breach of, and has no knowledge Actual Knowledge of any default or violation Breach by any other party with respect to each Parent Company Employee Plan, and each Parent 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 and the Code; , (ii) each Parent Company Employee Plan intended to qualify under Section 401(a) of the Code and W02-SD:6AFP1\51393538 -33- Agreement and Plan of Merger 09EY-117690 PAGE each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification and/or or advisory letter, as applicable, letter from the IRS with respect to each such Parent 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent Company Employee Plan; , (iii) no "prohibited transaction" (within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, ) and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), ) has occurred with respect to any Parent Company Employee Plan; , (iv) there are no actions, suits or claims Actions pending, or, to the knowledge Actual Knowledge of Parentthe Company, threatened or reasonably anticipated (other than routine claims for benefits) ), against any Parent Company Employee Plan or against the assets of any Parent Company Employee Plan; , (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Closing Date, without Material liability to Parent, the Surviving Corporation, the Company or any of its Affiliates (other than ordinary administration expenses), (vi) there are no audits, inquiries or proceedings Actions pending or, to the knowledge Knowledge of Parent the Company or any Affiliates, threatened by the IRS or DOL with respect to any Parent Company Employee Plan; , and (vivii) neither Parent the Company nor any Affiliate is subject to any penalty or tax with respect to any Parent Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth in Section 3.21(d) of the DSW Disclosure Schedule, (i) The Parent DSW has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, of and has no knowledge of any default or violation by any other party with respect to to, each Parent DSW Employee Plan, and ; (ii) each Parent DSW 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 Parent Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification and/or advisory letter, as applicable, 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 a remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such 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 ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Parent Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of ParentDSW, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent DSW Employee Plan or against the assets of any Parent DSW Employee Plan; (iv) each DSW Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to FAA, DSW or any of its Affiliates (other than ordinary administration expenses); (v) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent DSW or any Affiliates, threatened by the IRS or DOL with respect to any Parent DSW Employee Plan; and (vi) neither Parent DSW nor any subsidiary or any Affiliate is subject to any liability or penalty or tax with respect to any Parent Employee Plan under Section 502(i) of ERISA or Sections 4975 4976 through 4980 of the Code or Title I of ERISA; (vii) all contributions required to be made by DSW or any subsidiary or any Affiliate have been made in compliance in all material respects with the terms of each DSW Employee Plan on or before their due dates and a reasonable amount has been accrued for contributions to each DSW Employee Plan for the current plan years; (viii) there has been no prohibited transaction as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (ix) no reportable event within the meaning of Section 4043 of ERISA (excluding any such event for which the thirty (30) day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; and (x) no DSW Employee Plan is covered by, and neither Company nor any subsidiary or Affiliate has incurred or expects to incur any liability under, Title IV of ERISA or Section 412 of the Code.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, result in a material liability to NSI or the Registrar Business: (i) The Parent each Seller 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 with respect to to, each Parent Employee Plan, and each 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 ERISA, COBRA, or the Code; (ii) each Parent Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification and/or advisory letter, as applicable, determination 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as and, to the Knowledge of Sellers, no event has occurred giving rise to a material likelihood that such Plan would not be treated as qualified status of each such Parent Employee Planby the IRS; (iii) no "prohibited voluntary corrections have been made to an Employee Plan either under the terms of any IRS voluntary correction program or under the terms of any DOL program; (iv) each Employee Plan that is an employee pension benefit plan within the meaning of Section 3(2) of ERISA complies with the terms of Section 404(c) of ERISA; (v) no“prohibited transaction" ,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Parent Employee Plan; (ivvi) there are no actions, suits or claims pending, or, to the knowledge Knowledge of ParentSellers, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Employee Plan or against the assets of any Parent Employee Plan; (vvii) each Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date in accordance with its terms, without liability to Buyer or any of its ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination event); (viii) there are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of Parent or any AffiliatesSellers, threatened by the IRS or DOL with respect to any Parent Employee Plan; and (viix) neither Parent Sellers nor any ERISA Affiliate is subject to any penalty or tax with respect to any Parent Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code; and (x) all contributions due from the Sellers or any ERISA Affiliate which are employee deferrals to an Employee Plan under Section 401(k) of the Code have been timely made as required under ERISA and that all other contributions due from Sellers or any ERISA Affiliate with respect to any other Employee Plan have been made as required under ERISA or have been accrued on VeriSign’s balance sheet.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, result in a material liability to Parent, (i) The Parent has performed in -49- 56 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 to, each Parent Employee Plan, and each 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 Parent Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification and/or advisory letter, as applicable, determination 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as and, to the knowledge of Parent, no event has occurred giving rise to a material likelihood that such Plan would not be treated as qualified status by the IRS, and that such Plan satisfied the requirements of each such Parent Employee Planthe 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 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Parent Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of Parent, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Employee Plan or against the assets of any Parent Employee Plan; (v) each Parent Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent 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 Parent or any AffiliatesParent, threatened by the IRS or DOL with respect to any Parent Employee Plan; and (vivii) neither Parent nor any Affiliate is subject to any penalty or tax with respect to any Parent Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the 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 Parent HBF 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 Parent HBF Employee Plan, and each Parent HBF 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 knowledge of HBF, each Parent HBF 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 and/or advisory letter, as applicable, determination 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent Employee Plandetermination; (iii) to the knowledge of HBF, 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 or 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder)Code, has occurred with respect to any Parent HBF Employee Plan; (iv) to the knowledge of HBF, there are no actions, suits or claims pending, or, to the knowledge of Parent, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent HBF Employee Plan or against the assets of any Parent HBF Employee Plan; (v) to the knowledge of HBF, each HBF Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date in accordance with its terms, without liability to Purchaser, HBF or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) to the knowledge of HBF, there are no audits, inquiries or proceedings pending or, to the knowledge of Parent or any Affiliates, threatened by the IRS or DOL with respect to any Parent HBF Employee Plan; and (vivii) neither Parent to the knowledge of HBF, either HBF nor any Affiliate is subject to any penalty or tax with respect to any Parent HBF Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Parent GeoCities 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 with respect to each Parent GeoCities Employee Plan, and each Parent GeoCities 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 Parent GeoCities 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 and/or advisory letter, as applicable, determination 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to and no event has occurred which would adversely affect the status of such determination letter or the qualified status of each such 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 ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Parent GeoCities Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of ParentGeoCities, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent GeoCities Employee Plan or against the assets of any Parent GeoCities Employee Plan; (v) each GeoCities Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Yahoo!, GeoCities 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 Parent or any AffiliatesGeoCities, threatened by the IRS or DOL with respect to any Parent GeoCities Employee Plan; and (vivii) neither Parent GeoCities nor any Affiliate is subject to any penalty or tax with respect to any Parent GeoCities Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Schedule ------------------------ 3.11(d), (i) The Parent 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 Parent Company Employee Plan and each International Employee Plan, except where such non- performance, default or violation does not or could not reasonably be expected to have a Material Adverse Effect, and each Parent Company Employee Plan and each International Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable lawsLaws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Parent 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, opinion, notification and/or or advisory letter, as applicable, letter from the IRS with respect to each such Parent 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent Company Employee Plan; Plan and each International Plan meets, and since its establishment has met, the requirements for tax exemption or contributions, benefits, and/or invested assets which apply under local law (in the jurisdiction in which the relevant plan operates), and the tax exempt status of no International Plan is the subject of examination or pending cancellation, (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Parent Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of ParentCompany, threatened or anticipated (other than routine claims for benefits) against any Parent Company Employee Plan or International Employee Plan against the assets of any Parent Company Employee Plan or International Employee Plan; (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time, without material liability to Parent, Company or any of its Affiliates (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent Company or any Affiliates, threatened by the IRS or DOL with respect to any Parent Company Employee Plan or International Employee Plan; and (vivii) neither Parent Company nor any Affiliate is subject to any penalty or tax with respect to any Parent Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4978 and 4980 of the CodeCode and neither the Company nor any subsidiary or Affiliate of it is subject to any penalty or tax with respect to any International Employee Plan.

Employee Plan Compliance. Except as set forth on Schedule 2.22(d), (i) The Parent 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 with respect to each Parent Company Employee Plan, and each Parent 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 Parent 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 and/or or advisory letter, as applicable, letter from the IRS with respect to each such Parent 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent Company Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Parent Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge Knowledge of Parentthe Company, threatened or anticipated (other than routine claims for benefits) against any Parent Company Employee Plan or against the assets of any Parent 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 Parent, the Company, or any ERISA 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 Parent the Company, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Parent Company Employee Plan; and (vivii) neither Parent the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Parent Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Section 2.24(d) of the Disclosure Schedule, (i) The Parent Star 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 with respect to each Parent Star Employee Plan, and each Parent Star 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 Parent Star 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 and/or or advisory letter, as applicable, 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent Star Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Parent Star Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of Parent, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Star Employee Plan or against the assets of any Parent Star Employee Plan; (v) each Star Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Coherent, Star or any of its Affiliates (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of Parent Star, Palomar or any Affiliates, threatened by the IRS or DOL with respect to any Parent Star Employee Plan; and (vivii) neither Parent Star, Palomar nor any Affiliate is subject to any penalty or tax with respect to any Parent Star Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The 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 with respect to each Parent Employee Plan, and each Parent 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 Parent Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination, opinion, notification and/or advisory determination letter, as applicableor opinion letter on which the Company is entitled to rely, from the IRS with respect to each such Parent 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 period of time remaining under applicable Treasury regulations Regulations or IRS pronouncements in which to apply for and obtain such a letter determination letter, and make any amendments necessary to obtain a favorable determination nothing has occurred as to any such Company Employee Plan which has resulted or could reasonably be expected to result in the qualified status revocation of each such Parent Employee Planqualification or which requires or could reasonably be expected to require action under the compliance resolution programs of the IRS to preserve such qualification; (iii) no "Company Employee Plan and no party in interest with respect thereto has engaged in a “prohibited transaction" within ,” which could subject the meaning of Company directly or indirectly to liability under Section 4975 of the Code or Sections 406 and 407 409 or 502(i) of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Parent Employee Plan; (iv) there are no actions, suits Proceedings pending or claims pending, or, to the knowledge of Parent, threatened or anticipated (other than routine claims for benefits) against any Parent Company Employee Plan or fiduciary thereto or against the assets of any Parent Company Employee Plan nor, is there any reasonable basis therefor; (v) no communication, report or disclosure has been made which, at the time of disclosure, did not accurately reflect the terms and operation of the relevant Company Employee Plan; (vvi) the Company has not undertaken to maintain any Company Employee Plan for any period of time and each Company Employee Plan can be amended, terminated or otherwise discontinued on or after the Effective Time in accordance with its terms, without liability to the Company or any of its ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vii) there are no audits, inquiries Proceedings pending or proceedings pending or, to the knowledge of Parent or any Affiliates, threatened by any Governmental Entity having jurisdiction over the IRS or DOL Company with respect to any Parent Company Employee Plan.; and (viviii) neither Parent all annual reports and other filings required by any 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 Parent Company Employee Plan under Section 502(i502(l) of ERISA or Sections Section 4975 through 4980 4980D of the CodeCode or any similar Laws of other jurisdictions applicable to the Company.

Employee Plan Compliance. (i) The Parent Seller 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 with respect to under each Parent Seller Employee Plan, and each Parent Seller 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 Parent Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification and/or advisory letter, as applicable, 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 a remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent 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 has occurred with respect to any Seller Employee Plan for which no exemption exists under Section 4975 4975(c) or (d) of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Parent Employee Planthat would have a material adverse effect on the Business of Seller; (iviii) there are no actions, suits or claims pending, or, to the knowledge of ParentSeller, threatened or anticipated (other than routine claims for benefitsbenefits or actions seeking qualified domestic relations orders) against any Parent Seller Employee Plan or against the assets of any Parent Seller Employee Plan; (iv) each Seller Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Seller, the Surviving Corporation or any of its Affiliates (other than for ordinary administration expenses typically incurred in a termination event and benefits accrued through the effective date of such amendment, termination or discontinuance not materially in excess of those provided for in the Audited Financial Statements); (v) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent Seller or any Affiliatesaffiliates, threatened by the IRS or DOL with respect to any Parent Seller Employee Plan; and (vi) neither Parent Seller nor any Affiliate is subject to any material penalty or tax with respect to any Parent Seller Employee Plan under Section 502(i406(i) of ERISA or Sections Section 4975 through 4980 of the Code; (vii) all contributions, premiums or other payments due from Seller or its Affiliates with respect to any Seller Employee Plan have been fully paid or adequately provided for on the Audited Financial Statements; and (viii) all reports required by any governmental agency to be filed with respect to each Seller Employee Plan since April 1, 1996 have been timely filed except where the failure to be so timely filed would not have a Seller Material Adverse Effect.

Employee Plan Compliance. (i) The Parent Company has performed in all material respects all obligations required to be performed by it under, is not in material default or material violation of, and has no knowledge of any material default or material violation by any other party with respect to each Parent Company Employee Plan, and each Parent 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 Parent 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 and/or advisory determination letter, as applicableor comparable letter, from the IRS with respect to each such Parent 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for or receive such a letter determination letter, or comparable letter, and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent Employee Plandetermination; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Parent Company Employee Plan; (iv) there are no material actions, suits or claims pending, or, to the knowledge of ParentCompany, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Company Employee Plan or against the assets of any Parent Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent Company or any Affiliates, threatened by the IRS or DOL with respect to any Parent Company Employee Plan; and (vivii) neither Parent Company nor any Affiliate is subject to any material penalty or material tax with respect to any Parent Company Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code.. (e) PENSION PLANS. Company does not now, nor has it 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)

Employee Plan Compliance. Except as set forth in Section 2.12(d) of the HTI Disclosure Letter, (i) The Parent HTI 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 Parent HTI Employee Plan, and each Parent HTI 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 Parent HTI 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 and/or or advisory letter, as applicable, 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 remaining period of time under applicable Treasury regulations Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent HTI Employee Plan; (iii) to HTI'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 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Parent HTI Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of ParentHTI, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent HTI Employee Plan or against the assets of any Parent HTI Employee Plan; (v) each HTI Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Headwaters, Merger Sub, the Surviving Corporation, HTI or any of its Affiliates (other than ordinary administration expenses or full vesting of any employer contributions to any HTI Employee Plan intended to qualify under Section 401(a) of the Code); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent HTI or any Affiliates, threatened by the IRS or DOL with respect to any Parent HTI Employee Plan; and (vivii) neither Parent HTI nor any Affiliate is subject to any penalty or tax with respect to any Parent HTI Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Parent Xxxxxxxxx.xxx 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 with respect to each Parent xxxxxxxxx.xxx Employee Plan, and each Parent xxxxxxxxx.xxx 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 Parent xxxxxxxxx.xxx 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 and/or advisory letter, as applicable, determination 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to and no event has occurred which would adversely affect the status of such determination letter or the qualified status of each such 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 ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Parent xxxxxxxxx.xxx Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of Parentxxxxxxxxx.xxx, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent xxxxxxxxx.xxx Employee Plan or against the assets of any Parent xxxxxxxxx.xxx Employee Plan; (v) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent or any Affiliates, threatened by the IRS or DOL with respect to any Parent Employee Plan; and (vi) neither Parent nor any Affiliate is subject to any penalty or tax with respect to any Parent each xxxxxxxxx.xxx Employee Plan under Section 502(i) of ERISA can be amended, terminated or Sections 4975 through 4980 of otherwise discontinued after the Code.Effective Time in accordance with its terms, without 14

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) The Parent 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 to, each Parent Company Employee Plan, and each Parent 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 Parent 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 and/or advisory letter, as applicable, determination 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to and no event has occurred which would adversely affect the status of such determination letter or the qualified status of each such 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 ERISA (or any administrative class exemption issued thereunder)10 11 ERISA, has occurred with respect to any Parent Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of Parentthe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Company Employee Plan or against the assets of any Parent Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the applicable Closing in accordance with its terms, without liability to the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent or any Affiliatesthe Company, threatened by the IRS or DOL with respect to any Parent Company Employee Plan; and (vivii) neither Parent the Company nor any Affiliate is subject to any material penalty or tax with respect to any Parent Company Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. (i) The Parent 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 under each Parent Company Employee Plan, and each Parent 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) no "prohibited transaction," within the meaning of Section 4975 of the Code or Section 406 or 407 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 (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; and (iv) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to the Company, Parent or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (v) to the knowledge of the Company or any Affiliates, there are no inquiries or proceedings pending or threatened by the IRS or DOL with respect to any Company Employee Plan; (vi) neither the Company nor any Affiliate is, to its knowledge, subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Section 4975 through 4980 of the Code; 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 or applied for a favorable determination, opinion, notification and/or advisory letter, as applicable, from the IRS determination letter with respect to each such Parent Company Employee Plan as to its qualified status under from the CodeIRS, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a remaining 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 a form of standardized prototype plan or which such a determination 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 letter may not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Parent Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of Parent, threatened or anticipated (other than routine claims for benefits) against any Parent Employee Plan or against the assets of any Parent Employee Plan; (v) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent or any Affiliates, threatened by the IRS or DOL with respect to any Parent Employee Plan; and (vi) neither Parent nor any Affiliate is subject to any penalty or tax with respect to any Parent Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Codebe sought.

Employee Plan Compliance. Except as set forth on Schedule 2.11(d) of the AccelPath Schedules: (i) The Parent AccelPath 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 Parent AccelPath Employee Plan, and each Parent AccelPath 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 Parent AccelPath 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 and/or or advisory letter, as applicable, letter from the IRS with respect to each such Parent AccelPath 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent Company Employee Plan; (iii) no "“prohibited transaction" ,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Parent AccelPath Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of ParentAccelPath, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent AccelPath Employee Plan or against the assets of any Parent AccelPath Employee Plan; (v) each AccelPath Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Closing Date, without material liability to AccelPath, or any Affiliate of AccelPath (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent or any AffiliatesAccelPath, threatened by the IRS or DOL with respect to any Parent AccelPath Employee Plan; and (vivii) neither Parent AccelPath nor any Affiliate of AccelPath is subject to any penalty or tax with respect to any Parent AccelPath Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Parent has LEXON and LEXON Subsidiaries 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 has have no knowledge Knowledge of any default or violation by any other party with respect to each Parent LEXON Employee Plan, and each Parent LEXON 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) each Parent LEXON 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 and/or or advisory letter, as applicable, letter from the IRS with respect to each such Parent LEXON 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent LEXON Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Parent LEXON Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge Knowledge of ParentLEXON or any LEXON Subsidiary, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent LEXON Employee Plan or against the assets of any Parent LEXON Employee Plan; (v) there are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of Parent LEXON or any of LEXON Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Parent LEXON Employee Plan; and (vi) neither Parent LEXON, LEXON Subsidiaries, nor any ERISA Affiliate is subject to any penalty or tax with respect to any Parent LEXON Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Schedule 3.23(d), (i) The Parent Seller 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 Parent Seller Employee Plan, and each Parent Seller 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 Parent Seller 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 and/or or advisory letter, as applicable, letter from the IRS with respect to each such Parent Seller 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent Seller Employee Plan; (iii) no "“prohibited transaction" ,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Parent Seller Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of ParentSeller, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Seller Employee Plan or against the assets of any Parent Seller Employee Plan; (v) each Seller Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Closing, without material liability to Parent, Buyer or any of their Affiliates (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent Seller or any Affiliates, threatened by the IRS or DOL with respect to any Parent Seller Employee Plan; and (vivii) neither Parent Seller nor any Affiliate is subject to any penalty or tax with respect to any Parent Seller Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Schedule 2.22(d), (i) The Parent 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 Parent Employee Plan, and each 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 Parent 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 and/or or advisory letter, as applicable, letter from the IRS with respect to each such Parent 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent 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 ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Parent Employee Plan; (iv) to the knowledge of the Company, there are no actions, suits or claims pending, or, to the knowledge of Parent, pending or threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Employee Plan or against the assets of any Parent Employee Plan; (v) each Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company or any Affiliate (other than ordinary administration expenses); (vi) to the knowledge of the Company, there are no audits, inquiries or proceedings pending or, to the knowledge of Parent or any Affiliates, threatened by the IRS or DOL with respect to any Parent Employee Plan; and (vivii) neither Parent the Company nor any Affiliate is subject to any penalty or tax with respect to any Parent Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Parent Each of Almo and the Sellers has performed in all material respects all obligations required to be performed by it underunder each Employee Plan, is not in default or violation of, each Employee Agreement and has no knowledge of any default or violation by any other party with respect to each Parent Employee Planits workers' representative committee, and each Parent Employee Plan has been established and maintained in all material respects each Employee Agreement; (ii) there are no actions, suits or claims pending, or, to the best knowledge of each of Almo and the Sellers threatened or anticipated (other than routine claims for benefits) against any Employee Plan or against the assets of any Employee Plan or under any Employee Agreement or relating to the workers' representative committee; (iii) each Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms terms, without liability to Buyer (other than ordinary administration expenses typically incurred in a termination event); (iv) there are no inquiries or proceedings pending or, to the best knowledge of each of Almo and in compliance the Sellers, threatened by any governmental authority with all applicable lawsrespect to any Employee Plan or any Employee Agreement; (v) each of Almo and the Sellers is not subject to any penalty or tax with respect to any Employee Plan or any Employee Agreement; (vi) no prohibited transaction within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA, statutes, orders, rules and regulations, including but not limited to otherwise exempt under Section 408 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan; and (iivii) each Parent Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification and/or advisory letter, as applicable, from the IRS determination letter with respect to each such Parent 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, United States Internal Revenue Service or has remaining a remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as determination, and nothing has occurred since the date of such letter that could reasonably be expected to affect 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 ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Parent Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of Parent, threatened or anticipated (other than routine claims for benefits) against any Parent Employee Plan or against the assets of any Parent Employee Plan; (v) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent or any Affiliates, threatened by the IRS or DOL with respect to any Parent Employee Plan; and (vi) neither Parent nor any Affiliate is subject to any penalty or tax with respect to any Parent Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Parent To the knowledge of Anergen after reasonable inquiry, Anergen has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, of and has no knowledge of any default or violation by any other party with respect to each Parent Anergen Employee Plan, and each Parent Anergen 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 Parent Anergen Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to A-19 20 qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification and/or advisory letter, as applicable, determination 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent Employee Plan; (iii) to the knowledge of Anergen after reasonable inquiry, no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Parent Anergen Employee Plan; , (iv) there are no actions, suits or claims pending, or, to the knowledge of ParentAnergen, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Anergen Employee Plan or against the assets of any Parent Anergen Employee Plan; , (v) each Anergen Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Corixa, Anergen 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 Parent Anergen or any Affiliates, threatened by the IRS or DOL with respect to any Parent Anergen Employee Plan; , and (vivii) neither Parent Anergen nor any Affiliate is subject to any penalty or tax with respect to any Parent Anergen Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code.. (e) Pension Plans. Anergen does not now, nor has it 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)

Employee Plan Compliance. (i) The Parent 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 with respect to under each Parent Company Employee Plan, Plan and each Parent Company Employee Plan has been established and maintained in all material respects in accordance compliance 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 Parent 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 and/or advisory letter, as applicable, determination letter or opinion letter from the IRS with respect to each such Parent 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 period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter letter, and make any all required amendments necessary to obtain such Company Employee Plans have been made on a favorable determination as to the qualified status of each such Parent Employee Plantimely basis; (iii) no "non-exempt “prohibited transaction" ,” within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Parent Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of Parentthe Company, threatened or anticipated (other than routine claims for benefits) against any Parent Company Employee Plan or fiduciary thereto or against the assets of any Parent 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 the Company, any of its Subsidiaries, Parent or any of its ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of Parent or any Affiliatesthe Company, threatened by the IRS or DOL or any other similar Governmental Entity having jurisdiction over the Company or its Subsidiaries with respect to any Parent Company Employee Plan; (vii) all annual reports and other filings required by the DOL or IRS or any similar Governmental Entity having jurisdiction over the Company or its Subsidiaries have been timely made, including the filing of all Form 5500s with respect to all Company Employee Plans; (viviii) neither Parent the Company nor any of its Subsidiaries nor any ERISA Affiliate is subject to any material penalty or tax Tax with respect to any Parent Company Employee Plan under Section 502(i501(i) of ERISA or Sections ERISA, Section 4975 through 4980 4980D of the CodeCode or any similar Laws of other jurisdictions applicable to the Company or its Subsidiaries and (ix) no Company Employee Plan is sponsored or maintained by any Co-Employer.

Employee Plan Compliance. (i) The Parent 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 to, each Parent Company Employee PlanPlan and/or Employee Agreement, and each Parent 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 Parent Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received (A) a favorable determination, opinion, notification and/or advisory letter, as applicable, determination letter from the IRS with respect to each such Parent Employee Table of Contents 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 remaining period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination) or (B) if such Plan is on a prototype or volume submitter plan document, such prototype or volume submitter document has received a favorable opinion letter, and no event has occurred which would adversely affect the status of such determination as to letter or opinion letter or the qualified status of each such 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 ERISA (or any administrative class exemption issued thereunder)ERISA, has occurred with respect to any Parent Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of Parentthe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Company Employee Plan or against the assets of any Parent 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 Parent or any Affiliatesthe Company, threatened by the IRS or DOL with respect to any Parent Company Employee Plan; and (vivii) neither Parent the Company nor any Affiliate is subject to any penalty or tax with respect to any Parent Company Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet; (ix) to the Company’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 no amendment to, written interpretation or authorized announcement (whether or not written) by the Company relating to, or change in employee participation or coverage under, any 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.