Common use of Employee Plan Compliance Clause in Contracts

Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, and to the Knowledge of the Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has timely made all material contributions and other material payments required by and due under the terms of each Company Employee Plan and applicable Law, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as of the date hereof, there are no material audits, inquiries or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the U.S. Department of Labor, or any similar Governmental Entity with respect to any Company Employee Plan; (v) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vi) to the Knowledge of the Company, the Company has not engaged in a transaction that could subject the Company or any Subsidiary to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”).

Employee Plan Compliance. (i) Each Company Giga Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Giga Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, and no such determination letter has been revoked nor, to the Knowledge of the CompanyGiga, 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 are exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company, as of the date hereof, Giga no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has Giga and its Subsidiaries, where applicable, have timely made all material contributions contributions, benefits, premiums, and other material payments required by and due under the terms of each Company Giga Employee Plan and applicable LawLaw and accounting principles, and all benefits accrued under any unfunded Company Giga Employee Plan have been paid, accrued accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as except to the extent limited by applicable Law, each Giga Employee Plan can be amended, terminated, or otherwise discontinued after the Closing in accordance with its terms, without material liability to BitNile, Giga, or any of the date hereof, its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) there are no material investigations, audits, inquiries inquiries, enforcement actions, or Legal Actions Proceedings pending or, to the Knowledge of the CompanyGiga, threatened by the IRS or the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity Authority with respect to any Company Giga Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions Proceedings pending, or, to the Knowledge of the CompanyGiga, threatened with respect to any Company Giga Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the CompanyGiga, the Company neither Giga nor any of its Giga ERISA Affiliates has not engaged in a transaction that could subject the Company Giga or any Subsidiary Giga ERISA Affiliate to a tax Tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA ERISA; and (“Civil monitory penalty/Nonviii) all non-qualified plan”)US Giga Employee Plans that are intended to be funded or book-reserved are funded or book-reserved, as appropriate, based on reasonable actuarial assumptions.

Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA ERISA, the Patient Protection and Affordable Care Act of 2010, as amended, and the Code; , (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS or can rely on opinion letters from the IRS and, as of the date hereof, no such determination or opinion letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatenedthreatened in writing, and to the Knowledge of the Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has timely made all material contributions and other material payments required by and due under the terms of each Company Employee Plan and applicable Law, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) as of the date hereof, there are no material audits, inquiries or Legal Actions pending or, to the Knowledge of the Company, or threatened in writing by the IRS or the U.S. Department of Labor, or any similar Governmental Entity with respect to any Company Employee PlanPlan or any fiduciary thereof that is a Company Employee; (vvi) as of the date hereof, there are no material Legal Actions pending, pending or, to the Company’s Knowledge of the Companythreatened in writing, threatened with respect to any Company Employee Plan or any fiduciary thereof (in his or her capacity as a fiduciary) that is a Company Employee (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the Company, the Company has not engaged in a transaction that could subject the Company or any Subsidiary to a material tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA. Each Company Employee Plan that is a group health plan within the meaning of Section 607(l) of ERISA (“Civil monitory penalty/Non-qualified plan”)and Section 4980B of the Code is in material compliance with the continuation coverage requirements of Section 501 of ERISA and Section 4980B of the Code and other similarly applicable Laws.

Employee Plan Compliance. (i) Each Company GWW Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company GWW Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, and no such determination letter has been revoked nor, to the Knowledge of the CompanyGWW, 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 are exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company, as of the date hereof, GWW no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has GWW and its Subsidiaries, where applicable, have timely made all material contributions contributions, benefits, premiums, and other material payments required by and due under the terms of each Company GWW Employee Plan and applicable LawLaw and accounting principles, and all benefits accrued under any unfunded Company GWW Employee Plan have been paid, accrued accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAPGAAP or IFRS, as applicable; (iv) as except to the extent limited by applicable Law, each GWW Employee Plan can be amended, terminated, or otherwise discontinued after the Closing in accordance with its terms, without material liability to BitNile, GWW, or any of the date hereof, its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) there are no material investigations, audits, inquiries inquiries, enforcement actions, or Legal Actions Proceedings pending or, to the Knowledge of the CompanyGWW, threatened by the IRS or the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity Authority with respect to any Company GWW Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions Proceedings pending, or, to the Knowledge of the CompanyGWW, threatened with respect to any Company GWW Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the CompanyGWW, the Company neither GWW nor any of its GWW ERISA Affiliates has not engaged in a transaction that could subject the Company GWW or any Subsidiary GWW ERISA Affiliate to a tax Tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA ERISA; and (“Civil monitory penalty/Nonviii) all non-qualified plan”)US GWW Employee Plans that are intended to be funded or book-reserved are funded or book-reserved, as appropriate, based on reasonable actuarial assumptions.

Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination or opinion letters from the IRS and, as of the date hereof, and no such determination or opinion letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, and to the Knowledge of the Company, as of the date hereof, Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has and its ERISA Affiliates, where applicable, have timely made all material contributions and other material payments required by and due under the terms of each Company Employee Plan and applicable Law, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company or any of the date hereof, its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) there are no material audits, inquiries or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the U.S. Department of Labor, or any similar Governmental Entity with respect to any Company Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the Company, neither the Company nor any of its ERISA Affiliates has not engaged in a transaction that could subject the Company or any Subsidiary ERISA Affiliate to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)ERISA.

Employee Plan Compliance. (i) Each Company Employee Plan in the United States has been established, administered, established and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code, except for any administrative non-compliance which may be corrected pursuant to the IRS’ Employee Plans Compliance Resolution System, and to the Knowledge of the Company, each Company Employee Plan outside of the United States has been established and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, and to the Knowledge of the Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has timely made all material contributions and other material payments required by and due under the terms of each Company Employee Plan and Plan; (iv) except to the extent limited by applicable Law, and all benefits accrued under any unfunded each Company Employee Plan have been paid(other than a Company Employee Plan constituting a Contract between the Company and a Company Employee) can be amended, accrued terminated or otherwise adequately reserved to discontinued after the extent required by, and Effective Time in accordance with GAAPits terms, without material liability to Parent, the Company (other than ordinary administration expenses and in respect of accrued benefits thereunder); (ivv) as of the date hereof, there are no material audits, inquiries or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the U.S. Department of Labor, or any similar Governmental Entity with respect to any Company Employee Plan; and (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vi) to the Knowledge of the Company, the against any Company has not engaged in a transaction that could subject the Company or any Subsidiary to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)Employee Plan.

Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable LawsLaws (except for Subsections (h) and (i) of Section 3.12 hereof where full compliance is required), including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, no such determination letter issued by the IRS has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, and to the Knowledge of the Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has and its Subsidiaries, where applicable, have timely made all material contributions and other material payments required by and due under the terms of each Company Employee Plan and applicable Law, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) as of the date hereof, there are no material audits, inquiries or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the U.S. Department of Labor, or any similar Governmental Entity with respect to any Company Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has not engaged in a transaction that could subject the Company or any Subsidiary to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)ERISA.

Employee Plan Compliance. (i) Each Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, each Company Employee Plan has been established, administered, and maintained maintained, in form and operation, in all material respects in accordance with its terms and in compliance in all material compliance respects with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS andupon which they may rely or, as with respect to a prototype plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan sponsor, to the effect that such Company Employee Plan is so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the date hereofCode, and no such determination or opinion letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, and to the Knowledge of the Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has and its Subsidiaries, where applicable, have timely made all material contributions and other material payments required by and due under the terms of each Company Employee Plan and applicable Law, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company or any of the date hereof, its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) there are no material audits, inquiries or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the U.S. Department of Labor, or any similar Governmental Entity with respect to any Company Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vivii) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, the Company any other Person, has not engaged in a prohibited transaction or any breach of fiduciary duty (as determined under ERISA) that could subject the Company or any Subsidiary of its Subsidiaries to a material tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) 502 of ERISA (“Civil monitory penalty/Non-qualified plan”)ERISA.

Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, and no such determination letter has been revoked nor, to the Knowledge of the Company, 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 are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company, as of the date hereof, Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has and its Subsidiaries, where applicable, have timely made all material contributions contributions, benefits, premiums, and other material payments required by and due under the terms of each Company Employee Plan and applicable LawLaw and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of the date hereof, its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) there are no material investigations, audits, inquiries inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has not engaged in a transaction that could subject the Company or any Subsidiary Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)ERISA.

Employee Plan Compliance. (i) Each Company Employee Plan (other than any multi-employer plans within the meaning of Section 3(37) of ERISA (each a “Multi-employer Plan”)) has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code, and each Multi-employer Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS or opinion letter issued to a prototype sponsor and, as of the date hereof, no such determination or opinion letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, and to the Knowledge of the Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has and its Subsidiaries, where applicable, have timely made all material contributions and other material payments required by and due under the terms of each Company Employee Plan and applicable Law, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) as of the date hereof, there are no material audits, inquiries or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the U.S. Department of Labor, or any similar Governmental Entity with respect to any Company Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has not engaged in a transaction that could subject the Company or any Subsidiary to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)ERISA.

Employee Plan Compliance. (i) Each Company Target Employee Plan (including any multiemployer plans within the meaning of Section 3(37) of ERISA (each a "Multiemployer Plan")) has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Target Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, and no such determination letter has been revoked nor, to the Knowledge of the CompanyTarget, 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 are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company, as of the date hereof, Target no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has Target and its Subsidiaries, where applicable, have timely made all material contributions contributions, benefits, premiums, and other material payments required by and due under the terms of each Company Target Employee Plan and applicable LawLaw and accounting principles, and all benefits accrued under any unfunded Company Target Employee Plan have been paid, accrued accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as except to the extent limited by applicable Law, each Target Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Aytu, the Target, or any of the date hereof, its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) there are no material investigations, audits, inquiries inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the CompanyTarget, threatened by the IRS or the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Target Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the CompanyTarget, threatened with respect to any Company Target Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the CompanyTarget, neither the Company Target nor any of its Target ERISA Affiliates has not engaged in a transaction that could subject the Company Target or any Subsidiary Target ERISA Affiliate to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA ; and (“Civil monitory penalty/Nonviii) all non-qualified plan”)US Target Employee Plans that are intended to be funded or book-reserved are funded or book-reserved, as appropriate, based on reasonable actuarial assumptions.

Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the each Company Employee Plans Plan that are is intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely is covered by a favorable determination letters or opinion letter from the IRS and, as of the date hereof, no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, and to the Knowledge of the Company, as of the date hereof, no circumstance exists that is likely to result in the loss revocation of such qualified status under Section 401(a) of the Code; (iii) the Company has and its Subsidiaries, where applicable, have timely made in all material respects all contributions and other material payments required by and due to be made to or under the terms of each Company Employee Plan and applicable Law, and Plan; (iv) all benefits accrued under any unfunded Company Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as of the date hereof, there are no material audits, inquiries or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the U.S. Department of Labor, or any similar Governmental Entity with respect to any Company Employee Plan; (v) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vi) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has not engaged in a transaction that could subject the Company or any Subsidiary to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)ERISA.

Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code, except as which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, and no such determination letter has been revoked nor, to the Knowledge of the Company, 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 are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company, as of the date hereof, Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has and its Subsidiaries, where applicable, have timely made all material contributions contributions, benefits, premiums, and other material payments required by and due under the terms of each Company Employee Plan and applicable LawLaw and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as of the date hereof, there are no material investigations, audits, inquiries inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (v) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has not engaged in a transaction that could subject the Company or any Subsidiary Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)ERISA.

Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in accordance, in all material respects in accordance respects, with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a pre-approved plan, can rely on an opinion letter from the IRS to the pre-approved plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company, as of the date hereof, Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has and its Subsidiaries, where applicable, have timely made all material contributions contributions, benefits, premiums, and other material payments required by and due under the terms of each Company Employee Plan and applicable LawLaw and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued accrued, or otherwise adequately reserved to the extent required by, and in accordance with with, GAAP; (iv) as except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without any liability to Parent, the Company, or any of the date hereof, its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) there are no material investigations, audits, inquiries inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, or threatened by the IRS or the IRS, U.S. Department of Labor, U.S. Department of Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity or subagency with respect to any Company Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, pending or threatened in writing with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has not engaged in a transaction that could subject the Company or any Subsidiary Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA ERISA; and (“Civil monitory penalty/Nonviii) all Foreign Company Employee Plans that are intended to be funded or book-qualified plan”)reserved are funded or book-reserved, as appropriate, based on reasonable actuarial assumptions.

Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, and no such determination letter has been revoked nor, to the Knowledge of the Company, 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 are exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) as of the date hereof, the Company has and its Subsidiaries, where applicable, have timely made all material contributions contributions, and other material payments required by and due under the terms of each Company Employee Plan and applicable Law, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) as of the date hereof, there are no material investigations, audits, inquiries inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has not engaged in a transaction that could subject the Company or any Subsidiary Company ERISA Affiliate to a tax Tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA ERISA; and (viii) each Company Employee Plan is in compliance in all material respects with the Patient Protection and Affordable Care Act and its companion xxxx, the Health Care and Education Reconciliation Act of 2010 (together known as the “Civil monitory penalty/Non-qualified planACA”)) and the rules and regulations promulgated thereunder, and no federal income Taxes or penalties have been imposed or are due for noncompliance with ACA or for failure to provide minimum coverage to Employees.

Employee Plan Compliance. (i) Each Company Target Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Target Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, no such determination letter has been revoked nor, to the Knowledge of the CompanyTarget, has any such revocation been threatened, and to the Knowledge of the CompanyTarget, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has Target and its Subsidiaries, where applicable, have timely made all material contributions and other material payments required by and due under the terms of each Company Target Employee Plan and applicable Law, and all benefits accrued under any unfunded Company Target Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) except to the extent limited by applicable Law, each Target Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Acquirer, the Target or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) as of the date hereof, there are no material audits, inquiries or Legal Actions pending or, to the Knowledge of the CompanyTarget, threatened by the IRS or the U.S. Department of Labor, or any similar Governmental Entity with respect to any Company Target Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the CompanyTarget, threatened with respect to any Company Target Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the CompanyTarget, neither the Company Target nor any of its Subsidiaries has not engaged in a transaction that could subject the Company Target or any Subsidiary to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)ERISA.

Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination or opinion letters from the IRS andIRS, as of the date hereof, and no such determination or opinion letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, and to the Knowledge of the Company, as of the date hereof, Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has and its ERISA Affiliates, where applicable, have timely made all material contributions and other material payments required by and due under the terms of each Company Employee Plan and applicable Law, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with with, GAAP; (iv) as except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability to Parent, the Company or any of the date hereof, its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) there are no material audits, inquiries or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the U.S. Department of Labor, or any similar Governmental Entity with respect to any Company Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the Company, neither the Company nor any ERISA Affiliate of the Company has not engaged in a transaction that could subject the Company or any Subsidiary ERISA Affiliate to a tax Tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA; and (viii) neither the Company nor any of its ERISA (“Civil monitory penalty/Non-qualified plan”)Affiliates has been, and, to the Knowledge of the Company, neither the Company nor any of its ERISA Affiliates reasonably expect to be, subject to an employer shared responsibility payment under Section 4980H of the Code.

Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, and no such determination letter has been revoked nor, to the Knowledge of the Company, 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 are exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) as of the date hereof, the Company has and its Subsidiaries, where applicable, have timely made all material contributions contributions, and other material payments required by and due under the terms of each Company Employee Plan and applicable Law, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) as of the date hereof, there are no material investigations, audits, inquiries inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has not engaged in a transaction that could subject the Company or any Subsidiary Company ERISA Affiliate to a tax Tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA ERISA; and (viii) each Company Employee Plan is in compliance in all material respects with the Patient Protection and Affordable Care Act and its companion bxxx, the Health Care and Education Reconciliation Act of 2010 (together known as the “Civil monitory penalty/Non-qualified planACA”)) and the rules and regulations promulgated thereunder, and no federal income Taxes or penalties have been imposed or are due for noncompliance with ACA or for failure to provide minimum coverage to Employees.

Employee Plan Compliance. (i) Each Company Parent Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Parent Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, and no such determination letter has been revoked nor, to the Knowledge of the CompanyParent, 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 are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company, as of the date hereof, Parent no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has Parent and its Subsidiaries, where applicable, have timely made all material contributions contributions, benefits, premiums, and other material payments required by and due under the terms of each Company Parent Employee Plan and applicable LawLaw and accounting principles, and all benefits accrued under any unfunded Company Parent Employee Plan have been paid, accrued accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as except to the extent limited by applicable Law, 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, the Company, or any of the date hereof, its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) there are no material investigations, audits, inquiries inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the CompanyParent, threatened by the IRS or the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Parent Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the CompanyParent, threatened with respect to any Company Parent Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the CompanyParent, the Company neither Parent nor any of its Parent ERISA Affiliates has not engaged in a transaction that could subject the Company Parent or any Subsidiary Parent ERISA Affiliate to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)ERISA.

Employee Plan Compliance. (i) Each Company Acquirer Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Acquirer Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, no such determination letter has been revoked nor, to the Knowledge of the CompanyAcquirer, has any such revocation been threatened, and to the Knowledge of the CompanyAcquirer, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has Acquirer and its Subsidiaries, where applicable, have timely made all material contributions and other material payments required by and due under the terms of each Company Acquirer Employee Plan and applicable Law, and all benefits accrued under any unfunded Company Acquirer Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) except to the extent limited by applicable Law, each Acquirer Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Acquirer, the Acquirer or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) as of the date hereof, there are no material audits, inquiries or Legal Actions pending or, to the Knowledge of the CompanyAcquirer, threatened by the IRS or the U.S. Department of Labor, or any similar Governmental Entity with respect to any Company Acquirer Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the CompanyAcquirer, threatened with respect to any Company Acquirer Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the CompanyAcquirer, neither the Company Acquirer nor any of its Subsidiaries has not engaged in a transaction that could subject the Company Acquirer or any Subsidiary to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)ERISA.

Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, and no such determination letter has been revoked nor, to the Knowledge of the Company, 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 are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company, as of the date hereof, Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has and its Subsidiaries, where applicable, have timely made all material contributions contributions, benefits, premiums, and other material payments required by and due under the terms of each Company Employee Plan and applicable LawLaw and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of the date hereof, its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) there are no material investigations, audits, inquiries inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has not engaged in a transaction that could subject the Company or any Subsidiary Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA ERISA; and (“Civil monitory penalty/Nonviii) all non-qualified plan”)US Company Employee Plans that are intended to be funded or book-reserved are funded or book-reserved, as appropriate, based on reasonable actuarial assumptions.

Employee Plan Compliance. Except as set forth in Section 3.12(d) of the Company Disclosure Letter, (i) Each each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, and to the Knowledge of the Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has and its Subsidiaries, where applicable, have timely made all material contributions and other material payments required by and due under the terms of each Company Employee Plan and applicable Law, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to the Forsyth Parties, the Company or any of their Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) as of the date hereof, there are is no material auditsaudit, inquiries inquiry or Legal Actions Action pending or, to the Knowledge of the Company, threatened by the IRS or the U.S. Department of Labor, or any similar Governmental Entity with respect to any Company Employee Plan; (vvi) as of the date hereof, there are is no material Legal Actions Action pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has not engaged in a transaction that could subject the Company or any Subsidiary to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)ERISA.

Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code, and to the Company’s Knowledge, no event has occurred which will cause any Company Employee Plan to fail to comply with such requirements and no written notice has been issued by any Governmental Entity questioning or challenging such compliance; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, and no such determination letter has been revoked nor, to the Knowledge of the Company, 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 are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company, as of the date hereof, Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has and its Subsidiaries, where applicable, have timely made all material contributions contributions, benefits, premiums, and other material payments required by and due under the terms of each Company Employee Plan and applicable LawLaw and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of the date hereof, its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) there are no material investigations, audits, inquiries inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, PBGC, or any similar Governmental Entity with respect to any Company Employee Plan or any trust which serves as a funding medium for such Company Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan or the assets thereof (in each case, other than routine claims for benefits); ) and (vi) to the Knowledge of the Company, Company no facts or circumstances exist that would reasonably be expected to give rise to any such Legal Action; (vii) neither the Company nor any of its Company ERISA Affiliates has not engaged in a transaction that could subject the Company or any Subsidiary Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA; and (viii) all non-US Company Employee Plans that are intended to be funded or book-reserved are funded or book-reserved, as appropriate, based on reasonable actuarial assumptions; (ix) except as set for in Schedule 3.12(c)(ix) of the Company Disclosure Schedule, none of the assets of any Company Employee Plan are invested in employer securities or employer real property; (x) there have been no acts or omissions by the Company or any Company ERISA Affiliate which have given rise to or to the Company’s Knowledge may give rise to interest, fines, penalties, taxes or related charges under Section 502 of ERISA or Chapters 43, 47, 68 or 100 of the Code for which the Company or the Company ERISA Affiliates are or may be liable; (xi) neither the Company nor any Company ERISA Affiliate is a nonqualified entity within the meaning of Section 457A of the Code; and (xii) no Company Employee Plan or any other contract, agreement, plan, policy, or arrangement with any employee, officer, director, consultant, or contractor of the Company or its Subsidiaries provides for a “Civil monitory penalty/Nongross-qualified plan”)up” or similar payment in respect of any taxes that may become payable under Sections 409A or 4999 of the Code.

Employee Plan Compliance. (i) Each Company Employee Plan (including any multiemployer plans within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, and no such determination letter has been revoked nor, to the Knowledge of the Company, nor has any such revocation been threatened, and or with respect to a prototype plan, can rely on an opinion letter from the IRS to the Knowledge prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the CompanyCode, as of the date hereof, and no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has and its Subsidiaries, where applicable, have timely made all material contributions contributions, benefits, premiums, and other material payments required by and due under the terms of each Company Employee Plan and applicable LawLaw and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated, or otherwise discontinued in accordance with its terms, without material liability to Parent, the Merger Subs, the Company, or any of the date hereof, their respective Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) there are no material investigations, audits, inquiries inquiries, or Legal Actions pending or, to the Knowledge of the Company, or threatened by the IRS or the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, or threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has not engaged in a transaction that could subject the Company or any Subsidiary Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)ERISA.

Employee Plan Compliance. (i) Each Company Employee Plan (including any multiemployer plans within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, and no such determination letter has been revoked nor, to the Knowledge of the Company, 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 are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company, as of the date hereof, Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has and its Subsidiaries, where applicable, have timely made all material contributions contributions, benefits, premiums, and other material payments required by and due under the terms of each Company Employee Plan and applicable LawLaw and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to AQSP or the Company (other than ordinary administration Expenses and in respect of the date hereof, accrued benefits 25030699.1412 thereunder); (v) there are no material investigations, audits, inquiries inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has not engaged in a transaction that could subject the Company or any Subsidiary Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)ERISA.

Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, administered and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including including, but not limited to to, ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely favorable determination letters or opinion letters from the IRS and, as of the date hereof, no such determination letter or opinion letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, and and, to the Knowledge of the Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has and its Subsidiaries, where applicable, have timely made all material contributions and other material payments required by and due under the terms of each Company Employee Plan and applicable Law, Law and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAPreserved; (iv) as of the date hereof, there are no material audits, inquiries inquiries, investigations or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or IRS, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any similar Governmental Entity with respect to any Company Employee Plan; (v) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened in writing with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vi) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has not engaged in a transaction that could subject the Company or any Subsidiary of the Company to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA; and (vii) no “prohibited transaction,” as defined in Section 406 of ERISA (“Civil monitory penalty/Non-qualified plan”)or Section 4975 of the Code, or, to the Knowledge of the Company, other breach of fiduciary duty with respect to which the Company or any of its Subsidiaries may have Liability, has occurred with respect to any Company Employee Plan.

Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS received a favorable and current determination letter from the IRS, or with respect to a prototype or volume submitter plan, can rely upon an opinion or advisory letter from the IRS to the prototype or volume submitter plan sponsor, and, as of the date hereof, no such determination letter (or applicable opinion or advisory letter) has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, and to the Knowledge of the Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has and its Subsidiaries, where applicable, have timely made all material contributions and other material payments required by and due under the terms of each Company Employee Plan and applicable Law, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Buyer, the Company or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) as of the date hereof, there are no material audits, inquiries or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the U.S. Department of Labor, or any similar Governmental Entity with respect to any Company Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has not engaged in a transaction that could subject the Company or any Subsidiary to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA ERISA; and (“Civil monitory penalty/Non-qualified plan”)viii) each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Company Employee Plan.

Employee Plan Compliance. (i) Each Company Jantibody Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Jantibody Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of United States Internal Revenue Service (the date hereof, “IRS”) and no such determination letter has been revoked nor, to the Knowledge knowledge of the CompanyJantibody, 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 are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge knowledge of the Company, as of the date hereof, Jantibody no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company Jantibody, as applicable, has timely made all material contributions contributions, benefits, premiums, and other material payments required by and due under the terms of each Company Jantibody Employee Plan and applicable LawLaw and accounting principles, and all benefits accrued under any unfunded Company Jantibody Employee Plan have been paid, accrued accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as except to the extent limited by applicable Law, each Jantibody Employee Plan can be amended, terminated, or otherwise discontinued after the Closing Date in accordance with its terms, without material Liability to H-Cyte or Jantibody (other than ordinary administration expenses and in respect of the date hereof, accrued benefits thereunder); (v) there are no material investigations, audits, inquiries inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge knowledge of the CompanyJantibody, threatened by the IRS or the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Jantibody Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge knowledge of the CompanyJantibody, threatened with respect to any Company Jantibody Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge knowledge of the CompanyJxxxxxxxx, the Company neither Jxxxxxxxx nor any of its Jxxxxxxxx XXXXX Xxxxxxxxxx has not engaged in a transaction that could subject the Company Jantibody or any Subsidiary Jxxxxxxxx XXXXX Affiliate to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA ERISA; and (“Civil monitory penalty/Nonviii) all non-qualified plan”)U.S. Jantibody Employee Plans that are intended to be funded or book-reserved are funded or book-reserved, as appropriate, based on reasonable actuarial assumptions.

Employee Plan Compliance. (i) Each Company Parent Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Parent Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, and no such determination letter has been revoked nor, to the Knowledge of the Company, nor has any such revocation been threatened, and or with respect to a preapproved plan, can rely on an opinion letter from the IRS to the Knowledge prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal Income Taxes under Sections 401(a) and 501(a), respectively, of the CompanyCode, as of the date hereof, and no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has Parent and its Subsidiaries, where applicable, have timely made all material contributions contributions, benefits, premiums, and other material payments required by and due under the terms of each Company Parent Employee Plan and applicable LawLaw and accounting principles, and all benefits accrued under any unfunded Company Parent Employee Plan have been paid, accrued accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as except to the extent limited by applicable Law, 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, the Company, or any of the date hereof, their respective Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) there are no material investigations, audits, inquiries inquiries, or Legal Actions pending or, to the Knowledge of the Company, or threatened by the IRS or the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Parent Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, oror threatened, to the Knowledge of the CompanyParent, threatened with respect to any Company Parent Employee Plan (in each case, other than routine claims for benefits)) and there are no facts that would give rise to or could reasonably be expected to give rise to any such Legal Action; and (vivii) to the Knowledge neither Parent nor any of the Company, the Company its Parent ERISA Affiliates has not engaged in a an act, omission or transaction that could subject the Company Parent or any Subsidiary Parent ERISA Affiliate to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)ERISA.

Employee Plan Compliance. (i) Each Company Parent Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; . (ii) all All the Company Parent Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, and no such determination letter has been revoked nor, to the Knowledge of the CompanyParent, 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 are exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the CompanyParent, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; . (iii) As of the Company has date hereof, the Parent and its Subsidiaries, where applicable, have timely made all material contributions contributions, and other material payments required by and due under the terms of each Company Parent Employee Plan and applicable Law, and all benefits accrued under any unfunded Company Parent Employee Plan have been paid, accrued accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP; . (iv) as Except to the extent limited by applicable Law, 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 Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder). (v) As of the date hereof, there are no material investigations, audits, inquiries inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the CompanyParent, threatened by the IRS or the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Parent Employee Plan; . (vvi) as As of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the CompanyParent, threatened with respect to any Company Parent Employee Plan (in each case, other than routine claims for benefits); . (vii) Each Parent Employee Plan is in compliance in all material respects with the ACA and (vi) the rules and regulations promulgated thereunder, and no federal income Taxes or penalties have been imposed or are reasonably expected to be incurred or are due for noncompliance with ACA or for failure to provide minimum coverage to Parent Employees. Neither the Knowledge Parent nor any of the Companyits Subsidiaries sponsors or maintains any self-funded employee benefit plan, the Company has not engaged in including any plan to which a transaction that could subject the Company or any Subsidiary to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Nonstop-qualified plan”)loss policy applies.

Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, and no such determination letter has been revoked nor, to the Knowledge of the Company, 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 are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company, as of the date hereof, Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has and its Subsidiaries, where applicable, have timely made all material contributions contributions, benefits, premiums, and other material payments required by and due under the terms of each Company Employee Plan and applicable LawLaw and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as of the date hereof, there are no material investigations, audits, inquiries inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (v) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vi) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has not engaged in a transaction that could subject the Company or any Subsidiary Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA ERISA; and (“Civil monitory penalty/Nonvii) all non-qualified plan”)US Company Employee Plans that are intended to be funded or book-reserved are funded or book-reserved, as appropriate, based on reasonable actuarial assumptions.

Employee Plan Compliance. (i) Each The Company has performed all material obligations required to be performed by it under each Company Employee Plan, and each Company Employee Plan has been established, administered, established and maintained in all material respects in accordance with its terms and in all material respects in compliance with all applicable Laws, including but not limited to ERISA and the Code; (ii) all the . Each Company Employee Plans that are Plan intended to be qualified qualify under Section 401(a) (“Qualified Pension Plan”of the Code and each trust intended to qualify under Section 501(a) of the Code are is so qualified and have has either received timely a favorable determination letters letter, or opinion letter on which the Company is entitled to rely from the IRS with respect to such Company Employee Plan as to its qualified status under the Code or has a period of time remaining under applicable Treasury Regulations or IRS pronouncements in which to apply for and obtain such a determination letter, and, as of the date hereof, no such determination letter has been revoked nor, to the Knowledge knowledge of the Company, nothing has occurred as to any such revocation been threatened, and to the Knowledge of the Company, as of the date hereof, no circumstance exists that Company Employee Plan which has resulted or is likely to result in the loss revocation of such qualified status qualification or which requires or could require action under Section 401(a) the compliance resolution programs of the Code; IRS to preserve such qualification. All payments, benefits, premiums and/or contributions (iiiincluding all employer contributions and employee salary reduction contributions) that are due and owing by the Company has have been timely made all material contributions and other material payments required by and due under the terms of paid to each Company Employee Plan and applicable Law(or a related trust), and all benefits accrued under payments, benefits, premiums and/or contributions for any unfunded period ending on or before the Closing Date that are not yet due have been paid to each Company Employee Plan (or a related trust) or have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as GAAP or other local law accounting requirements. No Company Employee Plan and no party in interest with respect thereto has engaged in a “prohibited transaction,” which could subject the Company directly or indirectly to liability under Section 4975 of the date hereof, there are Code or Sections 409 or 502(i) of ERISA. There is no material audits, inquiries or Legal Actions Litigation pending or, to the Knowledge Company’s Knowledge, threatened (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan nor, to the Company’s Knowledge, is there any reasonable basis therefor. 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. Each Company Employee Plan sponsored or maintained solely by the Company can be amended, terminated or otherwise discontinued on or after the Closing Date in accordance with its terms, without liability to the Company (other than ordinary administration expenses typically incurred in a termination event). There is no Litigation pending or, to the Company’s Knowledge, threatened by the IRS or the U.S. Department of LaborIRS, DOL or any similar other Governmental Entity having jurisdiction over the Company with respect to any Company Employee Plan; (v) as of . All annual reports and other filings required by the date hereofIRS, there are no material Legal Actions pending, or, DOL or any other similar Governmental Entity having jurisdiction over the Company have been timely made. Neither the Company nor any ERISA Affiliate is subject to the Knowledge of the Company, threatened any penalty or Tax with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (viunder Section 502(l) to the Knowledge of the Company, the Company has not engaged in a transaction that could subject the Company ERISA or any Subsidiary to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of through 4980D of the Code or Section 502(i) any similar Laws of ERISA (“Civil monitory penalty/Nonother jurisdictions applicable to the Company and no Company Employee Plan is sponsored or maintained by any Person that is or was considered to be a co-qualified plan”)employer with the Company.

Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, and to the Knowledge of the Company, as of the date hereof, Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has and its Subsidiaries, where applicable, have timely made all material contributions and other material payments required by and due under the terms of each Company Employee Plan and applicable Law, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Surviving Corporation, the Company, or any of the date hereof, their respective Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) there are no material audits, inquiries or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the U.S. Department of Labor, or any similar Governmental Entity with respect to any Company Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has not engaged in a transaction that could subject the Company or any Subsidiary to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)ERISA.

Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS or, in the case of a prototype plan, the Company Employee Plan can rely on an opinion letter from the IRS to the prototype plan sponsor that the plan is so qualified and, as of the date hereof, no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, and to the Knowledge of the Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has and its Subsidiaries, where applicable, have timely made all material contributions and other material payments required by and due under the terms of each Company Employee Plan and applicable Law, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent or the Company (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) as of the date hereof, there are no material audits, inquiries or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the U.S. Department of Labor, or any similar Governmental Entity with respect to any Company Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has not engaged in a transaction that could subject the Company or any Subsidiary to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)ERISA.

Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, and no such determination letter has been revoked nor, to the Knowledge of the Company, nor has any such revocation been threatened, and or with respect to a preapproved plan, can rely on an opinion letter from the IRS to the Knowledge prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the CompanyCode, as of the date hereof, and no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has and its Subsidiaries, where applicable, have timely made all material contributions contributions, benefits, premiums, and other material payments required by and due under the terms of each Company Employee Plan and applicable LawLaw and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated, or otherwise discontinued in accordance with its terms, without material liability to Parent, the Merger Sub, the Company, or any of the date hereof, their respective Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) there are no material investigations, audits, inquiries inquiries, or Legal Actions pending or, to the Knowledge of the Company, or threatened by the IRS or the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, oror threatened, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits)) and there are no facts that would give rise to or could reasonably be expected to give rise to any such Legal Action; and (vivii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has not engaged in a an act, omission or transaction that could subject the Company or any Subsidiary Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)or a Tax, penalty or assessment imposed pursuant to Chapter 43 of Subtitle D of the Code.

Employee Plan Compliance. (i) Each Company Employee Plan has within the last six years been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype or volume submitter plan, can rely on an opinion or advisory letter from the IRS to the prototype or volume submitter plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company, as of the date hereof, Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company Company, where applicable, has timely made all material contributions contributions, benefits, premiums, and other material payments required by and due under the terms of each Company Employee Plan and applicable LawLaw and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued accrued, or otherwise adequately reserved to the extent required byby GAAP, and in accordance with GAAPCompany’s historic accounting practices; (iv) as except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Buyer or Company (other than ordinary administration expenses and in respect of the date hereof, accrued benefits thereunder); (v) there are no material investigations, audits, inquiries inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the Company, the neither Company nor any of its Company ERISA Affiliates has not engaged in a transaction that could would reasonably be expected to subject the Company or any Subsidiary Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)ERISA.

Employee Plan Compliance. (i) Each Company DSD Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company DSD Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, and no such determination letter has been revoked nor, to the Knowledge of the CompanyDSD, 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 are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company, as of the date hereof, DSD no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has DSD, where applicable, have timely made all material contributions contributions, benefits, premiums, and other material payments required by and due under the terms of each Company DSD Employee Plan and applicable LawLaw and accounting principles, and all benefits accrued under any unfunded Company DSD Employee Plan have been paid, accrued accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as except to the extent limited by applicable Law, each DSD Employee Plan can be amended, terminated, or otherwise discontinued after the Closing Date in accordance with its terms, without material liability to High Tide or DSD (other than ordinary administration expenses and in respect of the date hereof, accrued benefits thereunder); (v) there are no material investigations, audits, inquiries inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the CompanyDSD, threatened by the IRS or the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company DSD Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the CompanyDSD, threatened with respect to any Company DSD Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the CompanyDSD, the Company neither DSD nor any of its DSD ERISA Affiliates has not engaged in a transaction that could subject the Company DSD or any Subsidiary DSD ERISA Affiliate to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA ERISA; and (“Civil monitory penalty/Nonviii) all non-qualified plan”)US DSD Employee Plans that are intended to be funded or book-reserved are funded or book-reserved, as appropriate, based on reasonable actuarial assumptions.

Employee Plan Compliance. Except as set forth in Section 4.12(c) of the Company Disclosure Letter, (i) Each each Company Employee Plan (other than any multiemployer plans within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA ERISA, the Code and federal securities Laws, and to the CodeKnowledge of the Company, each Multiemployer Plan has been established and maintained in all respects in accordance with its terms and in compliance with applicable Laws, except, in either case, for such non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (ii) all the Company Employee Plans that are intended to be qualified under Section Sections 401(a) (“Qualified Pension Plan”and 501(a) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, and to the Knowledge of the Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section Sections 401(a) and 501(a) of the Code; (iii) the Company, its Subsidiaries and Company has ERISA Affiliates, where applicable, have timely made all material contributions and other material payments required by and due under the terms of each Company Employee Plan and applicable Law, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as of the date hereof, there are no material audits, inquiries or Legal Actions pending or, except to the Knowledge of extent limited by applicable Law, each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, threatened by the IRS any of its Subsidiaries or the U.S. Department Company ERISA Affiliates (other than ordinary administration expenses and in respect of Labor, or any similar Governmental Entity with respect to any Company Employee Planaccrued benefits thereunder); (v) as of the date hereof, there are no material Legal Actions pending with respect to any Company Employee Plan; (vi) as of the date hereof, there are no Legal Actions pending, or, or to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has not engaged in a transaction under Section 406 of ERISA or Section 4975 of the Code that could subject the Company, any Subsidiary of the Company or any Subsidiary Company ERISA Affiliate to a tax Tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section Sections 502(a)(2) or 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)ERISA.

Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, and to the Knowledge of the Company, as of the date hereof, Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has and its Subsidiaries, where applicable, have timely made all material contributions contributions, benefits, premiums, and other material payments required by and due under the terms of each Company Employee Plan and applicable LawLaw and accounting principles, and all material benefits accrued under any unfunded Company Employee Plan have been paid, accrued accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of the date hereof, its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) there are no material known investigations, known audits, inquiries known inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has not engaged in a transaction that could subject the Company or any Subsidiary Company ERISA Affiliate to a material tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)ERISA.

Employee Plan Compliance. (i) Each Company Employee Plan has been established, administeredmaintained, funded, and maintained administered in all material respects in accordance with its the terms of the applicable controlling documents and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Legal Requirements. Each Company Employee Plans Plan that are is intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are is so qualified and have has received timely a favorable determination letters letter from the IRS andor is the subject of a favorable opinion letter from the IRS on the form of such Company Employee Plan, as in either case, on which the Company can rely and there are no facts or circumstances that could be reasonably likely to adversely affect the qualified status of any such Company Employee Plan. No material “prohibited transaction,” within the meaning of Section 4975 of the date hereofCode or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no such determination letter has been revoked noractions, suits or claims pending, or, to the Knowledge of the Company, has threatened or could reasonably be expected to be commenced (other than routine undisputed claims for benefits) against any such revocation been threatened, and to the Knowledge of the Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has timely made all material contributions and other material payments required by and due under the terms of each Company Employee Plan and applicable Law, and all benefits accrued under or against the assets of any unfunded Company Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as of the date hereof, there Plan. There are no material audits, inquiries or Legal Actions proceedings pending or, to the Knowledge of the Company, threatened by the IRS or the U.S. IRS, Department of Labor, or any similar other Governmental Entity Authority with respect to any Company Employee Plan; (v) as . None of the date hereof, there are no Acquired Companies is subject to any material Legal Actions pending, or, to the Knowledge of the Company, threatened penalty or Tax with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vi) to the Knowledge of the Company, the Company has not engaged in a transaction that could subject the Company or any Subsidiary to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of the Code or under Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)or Sections 4975 through 4980 of the Code. The Acquired Companies have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan.

Employee Plan Compliance. Except as set forth in Schedule 4.17(c), (i) Each each Company Employee Plan (other than any multiemployer plans within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has been established, administered, and maintained in all material respects in accordance with its terms and in compliance in all material compliance respects with applicable LawsLaw, including but not limited to ERISA ERISA, the PPACA, the Code and the Codefederal securities Laws; (ii) all of the Company Employee Plans that are intended to be qualified under Section Sections 401(a) (“Qualified Pension Plan”and 501(a) of the Code are so qualified and have received timely determination letters from the Internal Revenue Service (“IRS”) with respect to such qualification (or, in the case of a Company Employee Plan maintained pursuant to the adoption of a prototype or volume submitter plan document, there is an opinion or notification letter issued by the National Office of the IRS to the effect that the plan document is acceptable in form for the establishment of a qualified retirement plan) and, as of the date hereof, to the Knowledge of any Acquired Company, no such determination letter has been revoked nornor has any such revocation been threatened in writing, and as of the date hereof, to the Knowledge of the Company, has any such revocation been threatened, and to the Knowledge of the Company, as of the date hereofAcquired Companies, no circumstance exists that is likely would reasonably be expected to result in the loss of such qualified status under Section Sections 401(a) and 501(a) of the Code; (iii) the Company has Acquired Companies, where applicable, have timely made all material contributions and other material payments required by and due under the terms of each Company Employee Plan and applicable Law, and all material benefits accrued under any unfunded Company Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as of the date hereof, there are no material audits, inquiries or Legal Actions pending or, except to the Knowledge of the Companyextent limited by applicable Law, threatened by the IRS or the U.S. Department of Labor, or any similar Governmental Entity with respect to any each Company Employee PlanPlan can be amended, terminated or otherwise discontinued after the Closing Date in accordance with its terms, without material liability to the Acquired Companies (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, legal actions pending or threatened in writing with respect to any the Company Employee Plan Plans (in each case, other than routine claims for benefits); and (vi) to the Knowledge of the Company, the Company has Acquired Companies have not engaged in a transaction under Section 406 of ERISA or Section 4975 of the Code that could would subject the Company Acquired Companies or any Subsidiary ERISA Affiliate to a tax material Tax or material penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section Sections 502(a)(2) or 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)ERISA.

Employee Plan Compliance. Except as would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect, (i) Each each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and its Subsidiaries, where applicable, have received timely determination letters from the IRS and, as of the date hereof, no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, and to the Knowledge of the Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has timely made all material contributions and other material payments required by and due under the terms of each Company Employee Plan and applicable Law, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iviii) as of the date hereof, there are no material audits, inquiries or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the U.S. Department of Labor, or any similar Governmental Entity with respect to any Company Employee Plan; (viv) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (viv) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has not engaged in a transaction that could subject the Company or any Subsidiary to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-ERISA. To the Knowledge of the Company, all of the Company Employee Plans that are intended to be qualified plan”)under Section 401(a) of the Code are so qualified and have received timely determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, and to the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code.

Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, and no such determination letter has been revoked nor, to the Knowledge of the Company, 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 are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has and its Subsidiaries, where applicable, have timely made all material contributions contributions, and other material payments required by and due under the terms of each Company Employee Plan and applicable Law, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) as of the date hereof, there are no material investigations, audits, inquiries inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has not engaged in a transaction that could subject the Company or any Subsidiary Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)ERISA.

Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, and no such determination letter has been revoked nor, to the Knowledge of the Company, 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 are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company, as of the date hereof, Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has and its Subsidiaries, where applicable, have timely made all material contributions contributions, benefits, premiums, and other material payments required by and due under the terms of each Company Employee Plan and applicable LawLaw and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAPpast practice of the Company; (iv) as except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of the date hereof, its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) there are no material investigations, audits, inquiries inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vi) to the Knowledge of the Company, the Company has not engaged in a transaction that could subject the Company or any Subsidiary to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”).

Employee Plan Compliance. Except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) Each each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, and no such determination letter has been revoked nor, to the Knowledge of the Company, 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 are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company, as of the date hereof, Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has and its Subsidiaries, where applicable, have timely made all material contributions contributions, benefits, premiums, and other material payments required by and due under the terms of each Company Employee Plan and applicable LawLaw and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company, or any of the date hereof, its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) there are no material investigations, audits, inquiries inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has not engaged in a transaction that could subject the Company or any Subsidiary Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)ERISA.

Employee Plan Compliance. Except as set forth in Section 3.21(d) of the DSW Disclosure Schedule, (i) Each Company DSW 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 DSW Employee Plan; (ii) each DSW Employee Plan has been established, administered, established and maintained in all material respects in accordance with its terms and in material compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, and to the Knowledge of the Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of or the Code; (iii) there are no actions, suits or claims pending, or, to the Company has timely made all material contributions and knowledge of DSW, threatened or reasonably anticipated (other material payments required by and due under the terms of each Company than routine claims for benefits) against any DSW Employee Plan and applicable Law, and all benefits accrued under or against the assets of any unfunded Company DSW Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAPPlan; (iv) as 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 the date hereof, its Affiliates (other than ordinary administration expenses); (v) there are no material audits, inquiries or Legal Actions proceedings pending or, to the Knowledge knowledge of the CompanyDSW or any Affiliates, threatened by the IRS or the U.S. Department of Labor, or any similar Governmental Entity DOL with respect to any Company DSW Employee Plan; (vvi) as neither DSW nor any subsidiary or any Affiliate is subject to any liability or penalty under Sections 4976 through 4980 of the date hereof, 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 are has been no material Legal Actions pending, or, to the Knowledge prohibited transaction as such term is defined in Section 406 of ERISA and Section 4975 of the CompanyCode; (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, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits)4063 or 4041 of ERISA has occurred; and (vix) no DSW Employee Plan is covered by, and neither Company nor any subsidiary or Affiliate has incurred or expects to the Knowledge incur any liability under, Title IV of ERISA or Section 412 of the Company, the Company has not engaged in a transaction that could subject the Company or any Subsidiary to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)Code.

Employee Plan Compliance. (i) Each Company Seller has performed all material obligations required to be performed by it under, and is not in any material respect in default under or in material violation of, any Employee Plan or Employee Contract, and each Employee Plan has been established, administered, operated and maintained administered in all material respects in accordance with its terms and in material compliance with all applicable Laws, including but not limited to ERISA and the Code; (ii) all there has been no non-exempt “prohibited transaction” (within the Company meaning of Section 406 of ERISA and Section 4975 of the Code) with respect to any Employee Plans that are Plan; (iii) each Employee Plan intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, and to the Knowledge of the Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status qualify under Section 401(a) of the Code; (iiiCode and each trust intended to be exempt from tax under Section 501(a) of the Company Code has timely made all material contributions and other material payments required by and due received a favorable determination letter from the IRS with respect to its qualified status under the terms Code, and no event has occurred since the date of each Company such determination letter or condition exists that could reasonably be expected to give rise to disqualification or loss of tax-exempt status of any such Employee Plan and applicable Law, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAPits related trust; (iv) as of the date hereof, there are no material audits, inquiries or Legal Actions pending or, to the Knowledge of the CompanySeller, threatened there is currently no audit or investigation by the IRS or the U.S. Department of Labor, any Governmental Entity or any similar Governmental Entity with respect to claim (other than routine claims for benefits in the ordinary course) or action against or involving any Company Employee Plan; (v) Each Employee Plan that is a “group health plan” (as such term is defined in Section 5000(b)(1) of the date hereof, there are no Code) complies in all material Legal Actions pending, or, to respects with the Knowledge applicable requirements of Section 4980B of the Company, threatened with respect Code and Sections 601 to 608 of ERISA (“COBRA”) or any Company Employee Plan (in each case, other than routine claims similar applicable Law providing for benefits)health continuation coverage; and (vi) all contributions and premium payments required to the Knowledge have been paid under or with respect to any Employee Plan have been timely paid. Seller does not sponsor or maintain any self-funded Employee Plan. None of the Company, Employee Plans or Employee Contracts covers or has been entered into with an employee or person who performs services for or on behalf of the Company has not engaged in a transaction that could subject Business outside the Company or any Subsidiary to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)United States.

Employee Plan Compliance. (i) Each Except as set forth in Section 3.12(c) of the Company Disclosure Letter, each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, and no such determination letter has been revoked nor, to the Knowledge of the Company, 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 are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company, as of the date hereof, Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has and its Subsidiaries, where applicable, have timely made all material contributions contributions, benefits, premiums, and other material payments required by and due under the terms of each Company Employee Plan and applicable LawLaw and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Surviving Corporation or any of the date hereof, its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) there are no material investigations, audits, inquiries or Legal Actions enforcement actions pending or, to the Knowledge of the Company, threatened by the IRS or the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, pending or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has not engaged in a transaction that could would reasonably be expected to subject the Company or any Subsidiary Company ERISA Affiliate to a material tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)ERISA. No Company Employee Plan provides benefits to employees or other services providers located in a country other than the United States or is subject to the Laws of any country other than the United States.

Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, and to the Knowledge of the Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has and its Subsidiaries, where applicable, have timely made all material contributions and other material payments required by and due under the terms of each Company Employee Plan and applicable Law, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material Liability to Parent, the Company or any of the date hereof, its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) there are no material audits, inquiries or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the U.S. Department of Labor, or any similar Governmental Entity with respect to any Company Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has not engaged in a transaction that could would reasonably be expected to subject the Company or any Subsidiary to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)ERISA.

Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, and no such determination letter has been revoked nor, to the Knowledge of the Company, 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 are exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) as of the date hereof, the Company has and its Subsidiaries, where applicable, have timely made all material contributions contributions, and other material payments required by and due under the terms of each Company Employee Plan and applicable Law, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) as of the date hereof, there are no material investigations, audits, inquiries inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vivii) to each Company Employee Plan is in compliance in all material respects with the Knowledge of the CompanyPatient Protection and Affordable Care Act and its companion bill, the Health Care and Education Reconciliation Act of 2010 (together known as the “ACA”) and the rules and regulations promulgated thereunder, and no federal income Taxes or penalties have been imposed or are reasonably expected to be incurred or are due for noncompliance with ACA or for failure to provide minimum coverage to Company has not engaged in a transaction that could subject Employees. Neither the Company nor any of its Subsidiaries sponsors or maintains any Subsidiary self-funded employee benefit plan, including any plan to which a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Nonstop-qualified plan”)loss policy applies.

Employee Plan Compliance. (i) Each The Company and each of the Subsidiaries has performed all material obligations required to be performed by it under each Company Employee Plan, and each Company Employee Plan has been established, administered, established and maintained in all material respects in accordance with its terms and in all material respects in material compliance with all applicable Laws, including but not limited to ERISA and the Code; Code (iiwhether as a matter of substantive law or as necessary to secure favorable tax treatment) all the as applicable. Each Company Employee Plans that are Plan intended to be qualified qualify under Section 401(a) (“Qualified Pension Plan”of the Code and each trust intended to qualify under Section 501(a) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, no such determination letter has been revoked noris, to the Knowledge of the Company, so qualified and has any either received a favorable determination or opinion letter from the IRS with respect to such revocation been threatened, and Company Employee Plan as to the Knowledge of the Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such its qualified status under Section 401(a) of the Code; (iii) the Company has timely made all material contributions and other material payments required by and due under the terms of each Company Employee Plan and applicable Law, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as of the date hereof, there are no material audits, inquiries or Legal Actions pending orand, to the Knowledge of the Company, nothing has occurred as to any such Company Employee Plan which has resulted or is likely to result in the revocation of such qualification or which requires or could require action under the compliance resolution programs of the IRS to preserve such qualification. No Company Employee Plan and no party in interest with respect thereto has engaged in a “prohibited transaction,” (that is not otherwise exempt) which could subject the Company or any of the Subsidiaries directly or indirectly to liability under Section 4975 of the Code or Sections 409 or 502(i) of ERISA. There are no actions, suits, claims or proceedings (including administrative proceedings) pending or, to the Company’s Knowledge, threatened (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan nor, to the Company’s Knowledge, is there any reasonable basis therefor. The Company has not undertaken to maintain any Employee Benefit 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, any of the Subsidiaries, Buyer or any of its ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination event). There are no audits, inquiries or proceedings (including administrative proceedings) pending or, to the Company’s Knowledge, threatened by the IRS or the U.S. Department of LaborIRS, DOL or any similar other Governmental Entity having jurisdiction over the Company or any of the Subsidiaries with respect to any Company Employee Plan; (v) as . All annual reports and other filings required by the IRS, DOL or any other similar Governmental Entity having jurisdiction over the Company or any of the date hereof, there are no material Legal Actions pending, or, to Subsidiaries have been timely made. Neither the Knowledge Company nor any of the Company, threatened Subsidiaries nor any ERISA Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (viunder Section 501(i) to the Knowledge of ERISA or Section 4975 through 4980D of the Company, the Company has not engaged in a transaction that could subject Code or any similar Laws of other jurisdictions applicable to the Company or any Subsidiary of the Subsidiaries and no Company Employee Plan is sponsored or maintained by any Person that is or was considered to be a tax co-employer with the Company or penalty imposed by either Section 4975 (“Exercise Tax”)of any of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)Subsidiaries.

Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, maintained and maintained operated in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the each Company Employee Plans Plan that are is intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are is so qualified and have has received timely a determination letters letter from the IRS and, as of the date hereof, and no such determination letter has been revoked nor, to the Knowledge of the Company, 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 are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company, as of the date hereof, Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has and its Subsidiaries, where applicable, have timely made all material contributions contributions, benefits, premiums, and other material payments required by and due under the terms of each Company Employee Plan and applicable LawLaw and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) in the date hereoflast six years, there are have been no material investigations, audits, inquiries inquiries, enforcement actions, or Legal Actions, and there are currently no investigations, audits, inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (vvi) as of in the date hereoflast six years, there are have been no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has not in the past six years engaged in a transaction that could subject the Company or any Subsidiary Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)ERISA.

Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, no such determination letter has been revoked nor, to the Knowledge of the Company, nor has any such revocation been threatened, and to the Knowledge of the Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has timely made all material contributions and other material payments required by and due under the terms of each Company Employee Plan and applicable Law, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with by GAAP; (iv) except to the extent set forth on Section 3.12(c) of the Company Disclosure Letter or as otherwise limited by applicable Law, each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) as of the date hereof, there are no material audits, inquiries or Legal Actions pending or, to the Knowledge of the Company, or threatened by the IRS or the U.S. Department of Labor, or any similar Governmental Entity with respect to any Company Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, or threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vi) to the Knowledge of the Company, the Company has not engaged in a transaction that could subject for which the Company or any Subsidiary is subject to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)ERISA.

Employee Plan Compliance. (i) Each Company Employee Plan (other than any multi-employer plans within the meaning of Section 3(37) of ERISA (each a “Multi-employer Plan”)) has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination or opinion letters from the IRS to the effect that such Company Employee Plans are so qualified and, as of the date hereof, no such determination or opinion letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, and to the Knowledge of the Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has and its ERISA Affiliates, where applicable, have timely made all material contributions and other material payments required by and due under the terms of each Company Employee Plan and applicable Law, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as of the date hereof, there are no material audits, inquiries or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the U.S. Department of Labor, or any similar Governmental Entity with respect to any Company Employee Plan; (v) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for individual benefits); and (vi) to the Knowledge of the Company, neither the Company nor any of its ERISA Affiliates has not engaged in a transaction that could would subject the Company or any Subsidiary ERISA Affiliate to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”)ERISA.

Employee Plan Compliance. (i) Each Company Fab CBD Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Fab CBD Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, and no such determination letter has been revoked nor, to the Knowledge of the CompanyFab CBD, 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 are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company, as of the date hereof, Fab CBD no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has Fab CBD, where applicable, have timely made all material contributions contributions, benefits, premiums, and other material payments required by and due under the terms of each Company Fab CBD Employee Plan and applicable LawLaw and accounting principles, and all benefits accrued under any unfunded Company Fab CBD Employee Plan have been paid, accrued accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as except to the extent limited by applicable Law, each Fab CBD Employee Plan can be amended, terminated, or otherwise discontinued after the Closing Date in accordance with its terms, without material liability to High Tide or Fab CBD (other than ordinary administration expenses and in respect of the date hereof, accrued benefits thereunder); (v) there are no material investigations, audits, inquiries inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the CompanyFab CBD, threatened by the IRS or the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Fab CBD Employee Plan; (vvi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the CompanyFab CBD, threatened with respect to any Company Fab CBD Employee Plan (in each case, other than routine claims for benefits); and (vivii) to the Knowledge of the CompanyFab CBD, the Company neither Fab CBD nor any of its Fab CBD ERISA Affiliates has not engaged in a transaction that could subject the Company Fab CBD or any Subsidiary Fab CBD ERISA Affiliate to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of of the Code or Section 502(i) of ERISA ERISA; and (“Civil monitory penalty/Nonviii) all non-qualified plan”)US Fab CBD Employee Plans that are intended to be funded or book-reserved are funded or book-reserved, as appropriate, based on reasonable actuarial assumptions.