Common use of Employee Plan Compliance Clause in Contracts

Employee Plan Compliance. Each Company Employee Plan has been established and maintained in accordance with its material terms and in all material respects in compliance with all applicable Laws, including ERISA and the Code. Each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination letter or opinion letter from the IRS with respect to 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 letter, and, 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,” 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 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. There are no audits, inquiries or proceedings pending or, to the Company’s Knowledge, threatened by the IRS, DOL or any other Governmental Entity with respect to any Company Employee Plan. The Company has complied in all material respects with the reporting and disclosure obligations of ERISA and the Code. All contributions required to be made under the terms of the Company Employee Plans have been timely made or, if not yet due, have been or will be properly accrued as liabilities of the Company on the Company’s Financial Statement.

Employee Plan Compliance. (i) Each Company Employee Plan has been established established, administered, and maintained in accordance with its material terms and 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. Each ; (ii) all the Company Employee Plan Plans that are intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is are so qualified and has either have received a favorable timely determination letter or opinion letter letters from the IRS with respect to and no such Company Employee Plan as to its qualified status under the Code or determination letter has a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter, andbeen revoked nor, to the Knowledge of the Company, nothing has occurred as to 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 Employee Plan which has resulted or no circumstance exists that is likely to result in the revocation loss of such qualification or which requires or could require action qualified status under Section 401(a) of the Code; (iii) the Company, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the compliance resolution programs terms of the IRS to preserve such qualification. No each Company Employee Plan and no party applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in interest accordance with IFRS; (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 High Tide, the Company, (other than ordinary administration expenses and in respect thereto has engaged in a “prohibited transaction,” 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(iaccrued benefits thereunder); (v) of ERISA. There there are no investigations, audits, inquiries, enforcement actions, suits, claims or proceedings Legal Actions 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 Knowledge of any Company Employee Plan nor, to the Company’s Knowledge, is there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the Company’s Knowledge, threatened by the IRS, DOL U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any other similar Governmental Entity with respect to any Company Employee Plan. The Company has complied in all ; (vi) there are no material respects with Legal Actions pending, or, to the reporting and disclosure obligations of ERISA and the Code. All contributions required to be made under the terms Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could subject the Company or any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA; and (viii) all non-US Company Employee Plans have been timely made orthat are intended to be funded or book-reserved are funded or book-reserved, if not yet dueas appropriate, have been or will be properly accrued as liabilities of the Company based on the Company’s Financial Statement.reasonable actuarial assumptions. 000-0000-0000/9/AMERICAS 20

Employee Plan Compliance. Each Company Except as set forth in Section 3.23(c) of the Disclosure Schedule, (i) B2e has performed in all material respects all obligations required to be performed by it under, is not in violation of, and has no Knowledge of any Default or violation by any other party to each B2e Employee Plan, and each B2e Employee Plan has been established and maintained in all material respects in accordance with its material terms and in all material respects in compliance with all applicable Laws, including ERISA and or the Code. Each Company ; (ii) the B2e 401(k) Plan is the only B2e Employee Plan which is intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination letter determination, opinion, notification or opinion advisory letter from the IRS with respect to such Company Employee Plan as to its qualified status under the Code or is covered by the prototype “sponsors” favorable letter; (iii) B2e has a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter, and, to the no 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,” which could subject within the Company or any meaning of Section 4975 of the Subsidiaries directly Code or indirectly to liability Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Sections 409 Section 408 of ERISA (or 502(iany administrative class exemption issued thereunder), has occurred with respect to any B2e Employee Plan; (iv) of ERISA. There there are no actions, suitssuits or claims pending, claims or proceedings pending or, to the Company’s KnowledgeKnowledge of B2e, threatened or reasonably anticipated (other than routine claims for benefits) against any Company B2e Employee Plan or fiduciary thereto or against the assets Assets of any Company B2e Employee Plan; (v) each B2e Employee Plan nor(other than any stock option plan as to grants already made) can be amended, terminated or otherwise discontinued after the Effective Time, without material Liability to the Company’s Knowledgeany B2e Group Member, is B2e or any of its ERISA Affiliates (other than ordinary administration expenses); (vi) there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the Company’s KnowledgeKnowledge of B2e or any ERISA Affiliates, threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company B2e Employee Plan. The Company has complied in all ; (vii) neither B2e nor any ERISA Affiliate is subject to any material respects penalty or Tax with the reporting and disclosure obligations respect to any B2e Employee Plan under Section 502(i) of ERISA and or Sections 4975 through 4980 of the Code. All contributions ; (viii) as required in accordance with GAAP, B2e Financial Statements as of the date of the 5/31 Balance Sheet reflect the approximate total pension, medical and other benefit expense for all B2e Employee Plans as of the date thereof, and no funding changes or irregularities not reflected thereon would cause such B2e Financial Statements to be made materially inaccurate, and (ix) no B2e Group Member has incurred Liability under the terms Section 4062, 4063 or 4064 of the Company Employee Plans have been timely made or, if not yet due, have been or will be properly accrued as liabilities of the Company on the Company’s Financial StatementERISA.

Employee Plan Compliance. Each (i) The Company and each ERISA Affiliate have in all material respects (A) performed all obligations required to be performed by them under, (B) is not in default or violation of, and (C) the Company has no Knowledge of any default or violation by any other party to, any Company Employee Plan; (ii) each Company Employee Plan has been established established, registered, qualified, amended, funded, invested and maintained administered in accordance material compliance with its material the terms of any document that affects such activity in respect of such Company Employee Plan, and in all material respects in compliance with all the applicable Lawsprovisions of ERISA, including ERISA the Code and other applicable laws, rules and regulations, to the Code. Each extent applicable to a Company Employee Plan; (iii) each Company Employee Plan which is intended to qualify under be qualified within the meaning of Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified in all material respects and has either received a favorable determination letter or determination, notification, advisory and/or opinion letter from the IRS with respect to such Company Employee Plan letter, as applicable, as to its qualified status under qualification, and nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification; (iv) no event has occurred and no condition exists that would subject the Company, either directly or by reason of its affiliation with an ERISA Affiliate, to any Tax, fine, lien, penalty or other liability imposed by ERISA, the Code or has a period of time remaining under other applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter, and, 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,” which could subject Laws; (v) neither the Company or nor any of its ERISA Affiliates has incurred any current or projected liability in respect of post-employment or post-retirement health, medical or life insurance benefits for the Subsidiaries directly or indirectly Employees, except as required to liability avoid an excise Tax under Section 4975 4980B of the Code or Sections 409 otherwise except as may be required pursuant to any other applicable Law; (vi) each Company Employee Plan can be amended, terminated or 502(i) of ERISA. There are no actionsotherwise discontinued after the Effective Time in accordance with its terms, suitswithout liability to Parent, claims or proceedings pending or, to the Company’s Knowledge, threatened the Final Surviving Entity or any ERISA Affiliate (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against ordinary administration expenses pursuant to the assets terms of any Company Employee Plan nor, existing Contract that has been disclosed to the Company’s Knowledge, is Parent); (vii) there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the Company’s KnowledgeKnowledge of the Company or any ERISA Affiliates, threatened by the IRS, DOL DOL, or any other Governmental Entity with respect to any Company Employee Plan. The ; (viii) no “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; and (ix) the Company has complied in timely made all material respects with the reporting contributions and disclosure obligations of ERISA other payments required by and the Code. All contributions required to be made due under the terms of the each Company Employee Plans have been timely made orPlan, if not yet due, have been or will be properly accrued as liabilities of the Company on the Company’s Financial Statementin all material respects.

Employee Plan Compliance. (i) Each Company Employee Plan has been established established, administered, and maintained in accordance with its material terms and 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. Each ; (ii) all the Company Employee Plan Plans that are intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is are so qualified and has either have received a favorable timely determination letter or opinion letter letters from the IRS with respect to and no such Company Employee Plan as to its qualified status under the Code or determination letter has a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter, andbeen revoked nor, to the Knowledge of the Company, nothing has occurred as to any such Company Employee Plan which has resulted 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, no circumstance exists that is likely to result in the revocation loss of such qualification or which requires or could require action qualified status under Section 401(a) of the Code; (iii) the Company and its Subsidiaries, where applicable, have timely made all contributions, and other payments required by and due under the compliance resolution programs terms of the IRS to preserve such qualification. No each Company Employee Plan and no party 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 interest accordance with respect thereto has engaged 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 a “prohibited transaction,” which could subject accordance with its terms, without material liability to Parent, the Company Company, or any of the its Subsidiaries directly or indirectly to liability under Section 4975 (other than ordinary administration expenses and in respect of the Code or Sections 409 or 502(iaccrued benefits thereunder); (v) of ERISA. There there are no investigations, audits, inquiries, enforcement actions, suits, claims or proceedings Legal Actions 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 Knowledge of any Company Employee Plan nor, to the Company’s Knowledge, is there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the Company’s Knowledge, threatened by the IRS, DOL U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any other similar Governmental Entity with respect to any Company Employee Plan. The Company has complied in all ; (vi) there are no material respects with Legal Actions pending, or, to the reporting and disclosure obligations of ERISA and the Code. All contributions required to be made under the terms Knowledge of the Company, threatened with respect to any Company Employee Plans have been timely made orPlan (in each case, if not yet due, have been or will be properly accrued as liabilities other than routine claims for benefits); and (vii) to the Knowledge of the Company, neither the Company on nor any of its Company ERISA Affiliates has engaged in a transaction that could subject the Company’s Financial StatementCompany or any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA.

Employee Plan Compliance. (i) Each Company Parent Employee Plan (including any Multiemployer Plan) has been established established, administered, and maintained in accordance with its material terms and 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. Each Company ; (ii) all Parent Employee Plan Plans that are intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is are so qualified and has either have received a favorable timely determination letters from the IRS and no such determination letter has been revoked nor has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter 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 letter, andprototype plan sponsor, to the Knowledge 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, nothing has occurred as to any such Company Employee Plan which has resulted or and no circumstance exists that is likely to result in the revocation loss of such qualification or which requires or could require action qualified status under Section 401(a) of the Code; (iii) Parent and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the compliance resolution programs terms of the IRS to preserve such qualification. No Company each Parent Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Parent Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) except to the extent limited by applicable Law, each Parent Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of their respective Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) there are no party in interest investigations, audits, inquiries, or Legal Actions pending or threatened by the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect thereto to any Parent Employee Plan; (vi) there are no material Legal Actions pending, or threatened with respect to any Parent Employee Plan (in each case, other than routine claims for benefits); and (vii) neither Parent nor any of its Parent ERISA Affiliates has engaged in a “prohibited transaction,” which transaction that could subject the Company Parent or any of the Subsidiaries directly Parent ERISA Affiliate to a tax or indirectly to liability under penalty imposed by either Section 4975 of the Code or Sections 409 or Section 502(i) of ERISA. There are no actions, suits, claims or 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. There are no audits, inquiries or proceedings pending or, to the Company’s Knowledge, threatened by the IRS, DOL or any other Governmental Entity with respect to any Company Employee Plan. The Company has complied in all material respects with the reporting and disclosure obligations of ERISA and the Code. All contributions required to be made under the terms of the Company Employee Plans have been timely made or, if not yet due, have been or will be properly accrued as liabilities of the Company on the Company’s Financial Statement.

Employee Plan Compliance. Each (i) The Company and each of its subsidiaries has performed in all material respects all obligations required to be performed by it under, is not in default or violation of; and has no knowledge of any material default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its material terms and in all material respects in compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code. Each ; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified qualified, and has either received a favorable determination letter or opinion letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code or has a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter, and, to the Knowledge of the Company, nothing no event has occurred as to any such Company Employee Plan which has resulted or is likely to result in would adversely affect the revocation status of such qualification determination letter or which requires or could require action under the compliance resolution programs qualified status of the IRS to preserve such qualification. No Company Employee Plan and Plan; (iii) no party in interest with respect thereto has engaged in a “prohibited transaction,” which could subject within the Company or any meaning of the Subsidiaries directly or indirectly to liability under Section 4975 of the Code or Sections 409 or 502(i) 406 and 407 of ERISA. There , and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suitssuits or claims pending, claims or proceedings pending or, to the knowledge of 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; (v) each Company Employee Plan norcan be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company’s Knowledge, is Company or any of its ERISA Affiliates (other than provision of accrued benefits and ordinary administration expenses typically incurred in a termination event under the Company Employee Plans); (vi) there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the knowledge of the Company’s Knowledge, threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company Employee Plan. The ; and (vii) neither the Company has complied in all material respects with the reporting and disclosure obligations of ERISA and the Code. All contributions required to be made under the terms nor any subsidiary of the Company is subject to any penalty or tax with respect to any Company Employee Plans have been timely made or, if not yet due, have been Plan under Section 402(i) of ERISA or will be properly accrued as liabilities Sections 4975 through 4980 of the Company on the Company’s Financial StatementCode.

Employee Plan Compliance. Each Company Except as set forth on Schedule 2.12(d), (i) Award has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Award Employee Plan, and each Award Employee Plan has been established and maintained in all material respects in accordance with its material terms and in compliance in all material respects in compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code. Each Company ; (ii) each Award Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination letter determination, opinion, notification or opinion advisory letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter, and, letter and make any amendments necessary to obtain a favorable determination as to the Knowledge qualified status of the Companyeach such Award Employee Plan; (iii) to Award's knowledge, 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,” which could subject " within the Company or any meaning of the Subsidiaries directly or indirectly to liability under Section 4975 of the Code or Sections 409 or 502(i) 406 and 407 of ERISA. There , and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Award Employee Plan; (iv) there are no actions, suitssuits or claims pending, claims or proceedings pending or, to the Company’s Knowledgeknowledge of Award, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Award Employee Plan or fiduciary thereto or against the assets of any Company Award Employee Plan; (v) each Award Employee Plan norcan be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Company’s KnowledgePhoenix, is Merger Sub, the Surviving Corporation, Award or any of its Affiliates (other than ordinary administration expenses); (vi) there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the Company’s Knowledgeknowledge of Award or any Affiliates, threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company Award Employee Plan. The Company has complied in all material respects ; and (vii) neither Award nor any Affiliate is subject to any penalty or tax with the reporting and disclosure obligations respect to any Award Employee Plan under Section 502(i) of ERISA and or Sections 4975 through 4980 of the Code. All contributions (e) AWARD PENSION PLAN. Neither Award nor any Affiliate has ever maintained, established, sponsored, participated in, or contributed to, any Award Pension Plan which is subject to Title IV of ERISA or Section 412 of the Code. (f) AWARD MULTIEMPLOYER PLANS. At no time has Award or any Affiliate contributed to or been required to be made under the terms of the Company Employee Plans have been timely made or, if not yet due, have been or will be properly accrued as liabilities of the Company on the Company’s Financial Statement.contribute to any Award Multiemployer Plan. A-12

Employee Plan Compliance. Each Except as set forth on SECTION 5.25(d) of the Company Disclosure Letter, (i) the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no Knowledge of any default or violation by any other Party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its material terms and in all material respects in compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code. Each ; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination letter determination, opinion, notification or opinion advisory letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letterletter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Company Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, andand not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge of the Company, nothing has occurred as to any such Company Employee Plan which has resulted threatened 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,” 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 pending or, to the Company’s Knowledge, threatened reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan; (v) each Company Employee Plan norcan be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Company’s KnowledgeParent, is Company or any of its Affiliates (other than ordinary administration expenses); (vi) there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the Company’s KnowledgeKnowledge of the Company or any Affiliates, threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company Employee Plan. The ; and (vii) neither the Company has complied in all material respects nor any Affiliate is subject to any penalty or tax with the reporting and disclosure obligations respect to any Company Employee Plan under Section 502(i) of ERISA and or Sections 4975 through 4980 of the Code. All contributions required to be made under the terms of the Company Employee Plans have been timely made or, if not yet due, have been or will be properly accrued as liabilities of the Company on the Company’s Financial Statement.

Employee Plan Compliance. Each Except as set forth in Schedule 2.25(d): (i) the Company has performed in all 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 of any other party to, each Company Employee Plan, and each Company Employee Plan has been established and maintained in all respects in accordance with its material terms and in all material respects in compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and the Code. Each ; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination letter determination, opinion, notification or opinion advisory letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter, and, letter and make any amendments necessary to obtain a favorable determination as to the Knowledge qualified status of the Company, nothing has occurred as to any each 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 Plan; (iii) no party in interest with respect thereto has engaged in a “"prohibited transaction,” which could subject " within the Company or any meaning of the Subsidiaries directly or indirectly to liability under Section 4975 of the Code or Sections 409 or 502(i) 406 and 407 of ERISA. There , and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suitssuits or claims pending, claims or proceedings pending or, to the knowledge of the Company’s Knowledge, threatened or anticipated (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan; (v) each Company Employee Plan norcan be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Company’s Knowledge, is Parent or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the Company’s Knowledgeknowledge of the Company or any Affiliates, threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company Employee Plan. The ; and (vii) neither the Company has complied in all material respects nor any Affiliate is subject to any penalty or tax with the reporting and disclosure obligations respect to any Company Employee Plan under Section 501(i) of ERISA and or Section 4975 through 4980 of the Code. All contributions required to be made under the terms of the Company Employee Plans have been timely made or, if not yet due, have been or will be properly accrued as liabilities of the Company on the Company’s Financial Statement.

Employee Plan Compliance. Each Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its material terms and in all material respects in compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code. Each ; each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of has received an opinion, determination, advisory or notification letter from the Code Internal Revenue Service that it is so qualified and has either received a favorable determination letter or opinion letter from the IRS with respect to such Company Employee Plan as to its qualified status under the Code or has remaining a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letterletter from the IRS, and, to the Knowledge of the Company, nothing and no event has occurred as to any since the date of such Company Employee Plan which has resulted or is likely determination that could reasonably be expected to result in the revocation of such qualification of, or which requires or could require action under the compliance resolution programs of the IRS to preserve materially adversely affect, such qualification. No Company Employee Plan and ; no party in interest with respect thereto has engaged in a “"prohibited transaction,” which could subject " within the Company or any meaning of the Subsidiaries directly or indirectly to liability under Section 4975 of the Code or Sections 409 or 502(i) 406 and 407 of ERISA. There , and not otherwise exempt under Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; there are no actions, suitssuits or claims pending, claims or proceedings pending or, to the knowledge of Company’s Knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan; each Company Employee Plan nor(other than currently outstanding stock options) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Company’s KnowledgeParent, is Company or any of its Affiliates (other than expenses typically incurred in a termination event); there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the knowledge of Company’s Knowledge, threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company Employee Plan. The ; neither Company has complied in all material respects nor any Affiliate is subject to any penalty or tax with the reporting and disclosure obligations respect to any Company Employee Plan under Section 402(i) of ERISA and or Sections 4975 through 4980 of the Code. All ; and all contributions required due from Company or any Affiliate with respect to be made under the terms any of the Company Employee Plans have been timely made or, if not yet due, as required under ERISA or have been or will be properly accrued as liabilities of on the Company on the Company’s Financial StatementBalance Sheet.

Employee Plan Compliance. Each The members of the Company Group have performed all obligations required to be performed by them under each Company Employee Plan and each Company Employee Plan has been established and maintained in accordance with its material terms and in compliance in all material respects in compliance with all applicable LawsLaw, including ERISA and the Code. Each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination letter or opinion letter from the IRS with respect to such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the so called “GUST” and EGTRRA legislation, or has a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter. To the Knowledge of the Company, andno non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any Company Employee Plan. There are no Actions pending, or, to the Knowledge of the Company, nothing has occurred as to any such Company Employee Plan which has resulted threatened 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,” 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 pending or, to the Company’s Knowledge, threatened anticipated (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan. Each Company Employee Plan northat is not a bilateral agreement and each Company Employee Plan that is a bilateral agreement with a third party benefits provider can be amended, terminated or otherwise discontinued after the First Effective Time in accordance with its terms subject to applicable notice requirements, without liability to the Company’s Knowledge, is there any reasonable basis thereforother member of the Company Group, Parent or any of its ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination event). There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company’s Knowledge, threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company Employee Plan. The All annual reports and other filings required by the DOL or the IRS to be made have been timely made. No member of the Company Group nor any ERISA Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 501(i) of ERISA or Section 4975 through 4980D of the Code. No Company Employee Plan is sponsored or maintained by any Co-Employer. Any Company Employee Plan that constitutes a “nonqualified deferred compensation plan” subject to Section 409A of the Code has complied been written, executed, and operated in all material respects in compliance with Section 409A of the reporting Code and disclosure obligations the regulations thereunder. No member of ERISA and the Company Group has any obligation to gross-up or otherwise reimburse any person for any tax incurred by such Person pursuant to Section 409A or Section 280G of the Code. All contributions required to be made under Each Company Option is exempt from or in compliance with the terms requirements of the Company Employee Plans have been timely made or, if not yet due, have been or will be properly accrued as liabilities of the Company on the Company’s Financial Statement.Section 409A.

Employee Plan Compliance. (i) Each Company Fab CBD Employee Plan has been established established, administered, and maintained in accordance with its material terms and 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. Each Company ; (ii) all Fab CBD Employee Plan Plans that are intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is are so qualified and has either have received a favorable timely determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of Fab CBD, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS with respect to the prototype plan sponsor, to the effect that such Company Employee Plan as to its qualified status retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code or has a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for Code, and obtain such a letter, and, to the Knowledge of the Company, nothing has occurred as to any such Company Employee Plan which has resulted or Fab CBD no circumstance exists that is likely to result in the revocation loss of such qualification or which requires or could require action qualified status under Section 401(a) of the Code; (iii) Fab CBD, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the compliance resolution programs terms of the IRS to preserve such qualification. No Company each Fab CBD Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Fab CBD 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 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 accrued benefits thereunder); (v) there are no party in interest investigations, audits, inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of Fab CBD, threatened by the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect thereto to any Fab CBD Employee Plan; (vi) there are no material Legal Actions pending, or, to the Knowledge of Fab CBD, threatened with respect to any Fab CBD Employee Plan (in each case, other than routine claims for benefits); (vii) to the Knowledge of Fab CBD, neither Fab CBD nor any of its Fab CBD ERISA Affiliates has engaged in a “prohibited transaction,” which transaction that could subject the Company Fab CBD or any of the Subsidiaries directly Fab CBD ERISA Affiliate to a tax or indirectly to liability under penalty imposed by either Section 4975 of the Code or Sections 409 or Section 502(i) of ERISA. There ; and (viii) all non-US Fab CBD Employee Plans that are no actions, suits, claims or 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. There are no audits, inquiries or proceedings pending or, to the Company’s Knowledge, threatened by the IRS, DOL or any other Governmental Entity with respect to any Company Employee Plan. The Company has complied in all material respects with the reporting and disclosure obligations of ERISA and the Code. All contributions required intended to be made under the terms of the Company Employee Plans have been timely made orfunded or book-reserved are funded or book-reserved, if not yet dueas appropriate, have been or will be properly accrued as liabilities of the Company based on the Company’s Financial Statementreasonable actuarial assumptions.

Employee Plan Compliance. Each Except as set forth on Schedule 4.23(c), (i) the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its material terms and in all material respects in compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code. Each ; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination letter determination, opinion, notification or opinion advisory letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter, and, letter and make any amendments necessary to obtain a favorable determination as to the Knowledge qualified status of the Company, nothing has occurred as to any each 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 Plan; (iii) no party in interest with respect thereto has engaged in a “"prohibited transaction,” which could subject " within the Company or any meaning of the Subsidiaries directly or indirectly to liability under Section 4975 of the Code or Sections 409 or 502(i) 406 and 407 of ERISA. There , and not otherwise exempt under Section 408 of ERISA or Section 4975 of the Code, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suitssuits or claims pending, claims or proceedings pending or, to the knowledge of the Company’s Knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan nor(other than those set forth in Schedule 4.18); (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Company’s KnowledgeParent, is the Company or any of its Affiliates (other than ordinary administration expenses); (vi) there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the Company’s Knowledgeknowledge of the Company or any Affiliates, threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The (d) Pension Plan. Except as set forth on Schedule 4.23(a), neither the Company nor any Affiliate has complied previously or currently maintains, sponsors, participates in all material respects or contributes to a Pension Plan which is subject to Title IV of ERISA or Section 412 of the Code. As of the Effective Time each such Pension Plan has been maintained in compliance with the reporting and disclosure obligations minimum funding standards of ERISA and the Code. All contributions required to be made under the terms Code where applicable and has not incurred any "accumulated funding deficiency," as defined in Section 302 of ERISA and Section 412 of the Company Employee Plans have been timely made orCode, if whether or not yet due, have been or will be properly accrued as liabilities of the Company on the Company’s Financial Statement.waived. (e)

Employee Plan Compliance. Each Except as set forth in Section 2.11(d) of the Company Schedule, (i) the Company has performed in all material respects all obligations required to be performed by it under, is not in material default or material violation of, and has no knowledge of any material default or material violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in accordance with its material terms and 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 or the Code. Each ; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination letter determination, opinion, notification or opinion advisory letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter, and, letter and make any amendments necessary to obtain a favorable determination as to the Knowledge qualified status of the Company, nothing has occurred as to any each 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 Plan; (iii) no party in interest with respect thereto has engaged in a “"prohibited transaction,” which could subject " within the Company or any meaning of Section 4975 of the Subsidiaries directly Code or indirectly to liability Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Sections 409 Section 408 of ERISA (or 502(iany administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) of ERISA. There there are no actions, suitssuits or claims pending, claims or proceedings pending or, to the knowledge of the Company’s Knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan; (v) each Company Employee Plan nor(other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time, without material liability to the Company’s KnowledgeParent, is Company or any of its Affiliates (other than ordinary administration expenses and accrued benefits); (vi) there any reasonable basis therefor. There are no audits, inquiries audits or proceedings pending or, to the Company’s Knowledgeknowledge of the Company or any Affiliates, threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company Employee Plan. The ; and (vii) neither the Company has complied in all material respects nor any Affiliate is subject to any penalty or tax with the reporting and disclosure obligations respect to any Company Employee Plan under Section 502(i) of ERISA and or Sections 4975 through 4980 of the Code. All contributions required to be made under the terms of the Company Employee Plans have been timely made or, if not yet due, have been or will be properly accrued as liabilities of the Company on the Company’s Financial Statement.

Employee Plan Compliance. Each Company Employee Plan has been established and maintained in accordance with its material terms and maintained, in all material respects respects, in compliance with its terms and all applicable Laws, Laws (including ERISA and the CodeCode and the regulations promulgated thereunder) in all material respects. Each Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and (i) has either received (A) applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination letter or opinion letter from the IRS with respect to such Company Employee Plan determination, as to its qualified status under from the Code IRS or still has a remaining period of time remaining under applicable Treasury regulations Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination or (B) adopted a volume submitter or master and prototype plan as to which the adopter is entitled to rely on the advisory or opinion letter issued by the IRS with respect to the qualified status of such plan under Section 401 of the Code to the extent provided in Revenue Procedure 2011-49, and no amendment has been made nor has any event occurred (in the case of a letter, andPEO Company Employee Plan, to the Knowledge of the Company, nothing has occurred as ) that would reasonably be expected 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 adversely affect such qualification, and (ii) incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. No Company Employee Plan and no party in interest with respect thereto has engaged in a “prohibited transaction,” which could subject within the Company or any meaning of the Subsidiaries directly or indirectly to liability under Section 4975 of the Code or Sections 409 or 502(i) 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 actionsActions, suitsaudits, claims or proceedings investigations pending oror (in the case of a PEO Company Employee Plan, to the Knowledge of the Company’s Knowledge, ) threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan. Each Company Employee Plan norcan be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability as a result of such amendment termination or discontinuance to Acquiror, the Company’s KnowledgeCompany or any ERISA Affiliate (other than ordinary administration expenses and benefits accrued through the date of amendment, is there any reasonable basis therefortermination or discontinuance or other non-material expenses). There are no Actions, audits, inquiries or proceedings investigations pending oror threatened (in the case of a PEO Company Employee Plan, to the Knowledge of the Company’s Knowledge, threatened ) by the IRS, DOL DOL, or any other Governmental Entity with respect to any Company Employee Plan. The None of the Company has complied in all material respects nor any ERISA Affiliate is subject to any penalty or Tax with the reporting and disclosure obligations respect to any Company Employee Plan under Section 502(i) of ERISA and or Sections 4975 through 4980 of the Code. All The Company and each of its ERISA Affiliates have timely made all contributions and other payments (including, but not limited to, insurance premiums) required to be made by and due under the terms of each Company Employee Plan. Neither the Company nor any ERISA Affiliate maintains any Company Employee Plans have been timely made or, if not yet due, have been or will be properly accrued as liabilities Plan outside of the Company on the Company’s Financial StatementUnited States.

Employee Plan Compliance. Each (i) The Company has performed all obligations required to be performed by it under, and is not in default or violation of, and has no Knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in accordance with its material terms and in all material respects in compliance with all applicable Laws, including ERISA and or the Code. Each ; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received or is entitled to rely on a favorable determination letter determination, opinion, notification or opinion advisory letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letterletter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Company Employee Plan; (iii) no “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, andand not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge of the Company, nothing has occurred as to any such Company Employee Plan which has resulted Threatened 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,” 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 pending or, to the Company’s Knowledge, threatened reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan; (v) each Company Employee Plan nor(other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time, without liability to the Company’s KnowledgeParent, is the Company or any of its Affiliates (other than ordinary administration expenses); (vi) there any reasonable basis therefor. There are no audits, inquiries or proceedings Proceedings pending or, to the Company’s KnowledgeKnowledge of the Company or any Affiliates, threatened Threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company has complied in and each Affiliate have timely made all material respects with the reporting contributions and disclosure obligations of ERISA other payments required by and the Code. All contributions required to be made due under the terms of the each Company Employee Plans have been timely made or, if not yet due, have been or will be properly accrued as liabilities of the Company on the Company’s Financial StatementPlan.

Employee Plan Compliance. (i) Each Company Employee Plan has been established established, administered, maintained and maintained in accordance with its material terms and operated in all material respects in accordance with its terms and in compliance with all applicable Laws, including but not limited to ERISA and the Code. Each ; (ii) each Company Employee Plan that is intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received timely a favorable determination letter or opinion letter from the IRS with respect to and no such Company Employee Plan as to its qualified status under the Code or determination letter has a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter, andbeen revoked nor, to the Knowledge of the Company, nothing has occurred as to 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 Employee Plan which has resulted or no circumstance exists that is likely to result in the revocation loss of such qualification or which requires or could require action qualified status under Section 401(a) of the Code; (iii) the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the compliance resolution programs terms of the IRS to preserve such qualification. No each Company Employee Plan and no party applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in interest accordance with respect thereto has engaged 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 a “prohibited transaction,” which could subject accordance with its terms, without material liability to Parent, the Company Company, or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) in the Subsidiaries directly or indirectly to liability under Section 4975 of the Code or Sections 409 or 502(i) of ERISA. There are last six years, there have been no investigations, audits, inquiries, enforcement actions, suitsor Legal Actions, claims and there are currently no investigations, audits, inquiries, enforcement actions, or proceedings Legal Actions 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 Knowledge of any Company Employee Plan nor, to the Company’s Knowledge, is there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the Company’s Knowledge, threatened by the IRS, DOL U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any other similar Governmental Entity with respect to any Company Employee Plan. The Company has complied ; (vi) in all the last six years, there have been no material respects with Legal Actions pending, or, to the reporting and disclosure obligations of ERISA and the Code. All contributions required to be made under the terms Knowledge of the Company, threatened with respect to any Company Employee Plans have been timely made orPlan (in each case, if not yet due, have been or will be properly accrued as liabilities other than routine claims for benefits); and (vii) to the Knowledge of the Company, neither the Company on nor any of its Company ERISA Affiliates has in the Company’s Financial Statementpast six years engaged in a transaction that could subject the Company or any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA.

Employee Plan Compliance. Each Except as disclosed in Section 3.12(d) of ------------------------ the Company Disclosure Schedule: (i) each Company Employee Plan that is an employee benefit plan (as defined in Section 3(3) of ERISA) complies in all material respects with ERISA (ii) each Company Employee Plan has been established and maintained in all material respects in accordance with its material terms and in all material respects in compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code. Each Company Employee Plan intended to qualify under Section 401(a; (iii) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination letter or opinion letter from the IRS with respect to 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 letter, and, 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 “non-exempt "prohibited transaction,” which could subject " within the Company or any meaning of the Subsidiaries directly or indirectly to liability under Section 4975 of the Code or Sections 409 or 502(i406 and 407 of ERISA that could result in the imposition of an excise tax under Section 4975 of the Code that would have a Material Adverse Effect, has occurred with respect to any Company Employee Plan; (iv) of ERISA. There there are no actions, suitssuits or claims pending, claims or proceedings pending or, to the knowledge of 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; (v) each Company Employee Plan nor(other than currently outstanding stock options) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company’s Knowledge, is Company or any of its ERISA Affiliates (other than expenses typically incurred in a termination event); (vi) there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the knowledge of the Company’s Knowledge, threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company Employee Plan. The ; and (vii) all contributions due from Company has complied in all material respects or any ERISA Affiliate (including employee contributions withheld from pay) with the reporting and disclosure obligations respect to any of ERISA and the Code. All contributions required to be made under the terms of the Company Employee Plans have been timely made or, if not yet due, as required under ERISA or have been or will be properly accrued as liabilities of on the Company on the Company’s Financial StatementBalance Sheet, and all tax returns including annual reports (Form 5500) have been timely filed.

Employee Plan Compliance. Each Except as set forth on Schedule 2.20(d), (i) the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its material terms and in all material respects in compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code. Each ; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination letter determination, opinion, notification or opinion advisory letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter, and, letter and make any amendments necessary to obtain a favorable determination as to the Knowledge qualified status of each such Company Employee Plan, or if the Company Employee Plan is a standardized prototype plan that has not been altered by 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 it may rely on an opinion letter issued with respect thereto has engaged to a standardized prototype plan adopted in a “accordance with the requirements for such reliance; (iii) no "prohibited transaction,” which could subject " within the Company or any meaning of Section 4975 of the Subsidiaries directly Code or indirectly to liability Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Sections 409 Section 408 of ERISA (or 502(iany administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) of ERISA. There there are no actions, suitssuits or claims pending, claims or proceedings pending or, to the knowledge of the Company’s Knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan; (v) each Company Employee Plan nor(other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time, without material liability to the Company’s KnowledgeParent, is Company or any of its Affiliates (other than ordinary administration expenses); (vi) there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the Company’s Knowledgeknowledge of the Company or any Affiliates, threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company Employee Plan. The ; and (vii) neither the Company has complied in all material respects nor any Affiliate is subject to any penalty or tax with the reporting and disclosure obligations respect to any Company Employee Plan under Section 502(i) of ERISA and or Sections 4975 through 4980 of the Code. All contributions required to be made under the terms of the Company Employee Plans have been timely made or, if not yet due, have been or will be properly accrued as liabilities of the Company on the Company’s Financial Statement.

Employee Plan Compliance. Each Except as set forth in Schedule 4.17(c), (i) 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 established, administered, and maintained in accordance with its material terms and in all material respects in accordance with its terms and in compliance in all material respects with all applicable LawsLaw, including ERISA and but not limited to ERISA, the Code. Each Company Employee Plan intended to qualify under Section 401(a) of PPACA, the Code and each trust federal securities Laws; (ii) all of the Company Employee Plans that are intended to qualify be qualified under Section Sections 401(a) and 501(a) of the Code is so qualified and has either have received a favorable determination letter or opinion letter letters from the IRS 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 to its qualified status under of 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 letter, anddate hereof, to the Knowledge of the Companyany Acquired Entity, nothing no such determination letter has occurred as to been revoked nor has any such Company Employee Plan which has resulted or is likely revocation been threatened in writing, and as of the date hereof, to the Knowledge of any Acquired Entity, no circumstance exists that would reasonably be expected to result in the revocation loss of such qualification or which requires or could require action qualified status under Sections 401(a) and 501(a) of the Code; (iii) the Acquired Entities and Subsidiaries, where applicable, have timely made all material contributions and other material payments required by and due under the compliance resolution programs terms of the IRS to preserve such qualification. No 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) except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date in accordance with its terms, without material liability to the Acquired Entities or Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) as of the date hereof, there are no party legal actions pending or threatened in interest writing with respect thereto has to the Company Employee Plans (in each case, other than routine claims for benefits); and (vi) the Acquired Entities and Subsidiaries have not engaged in a “prohibited transaction,” which could transaction under Section 406 of ERISA or Section 4975 of the Code that would subject the Company Acquired Entities, Subsidiaries or any of the Subsidiaries directly ERISA Affiliate to a material Tax or indirectly to liability under material penalty imposed by either Section 4975 of the Code or Sections 409 502(a)(2) or 502(i) of ERISA. There are no actions, suits, claims or 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. There are no audits, inquiries or proceedings pending or, to the Company’s Knowledge, threatened by the IRS, DOL or any other Governmental Entity with respect to any Company Employee Plan. The Company has complied in all material respects with the reporting and disclosure obligations of ERISA and the Code. All contributions required to be made under the terms of the Company Employee Plans have been timely made or, if not yet due, have been or will be properly accrued as liabilities of the Company on the Company’s Financial Statement.

Employee Plan Compliance. Each The Company and each of its Subsidiaries has performed all material obligations required to be performed by them under, is not in default or violation in any material respect of, and the Company and each of its Subsidiaries has no Knowledge of any material default or violation by any other party to, or service provider for, any Company Employee Plan, and each Company Employee Plan has been established established, administered and maintained in accordance with its material terms and in all material respects in accordance with its terms and in material compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including ERISA ERISA, the Code and the Codeother federal, state and local law. Each Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received obtained a favorable determination letter (or opinion letter from the IRS with respect to such Company Employee Plan letter, if applicable) as to its current qualified status under the Code or is maintained pursuant to a prototype or volume submitter plan document. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has a period of time remaining under applicable Treasury regulations occurred with respect to any Company Employee Plan. There are no actions, suits, claims, or IRS pronouncements in which to apply for and obtain such a letter, andvoluntary correction program applications pending or, to the Knowledge of the Company, nothing has occurred as to any such Company Employee Plan which has resulted threatened 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,” 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 pending or, to the Company’s Knowledge, threatened reasonably anticipated (other than routine claims for benefits) against or with respect to any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan. Each Company Employee Plan norcan be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company’s Knowledge, is there any reasonable basis thereforof its Subsidiaries or any ERISA Affiliate (other than ordinary administration expenses or liabilities that are set forth on the Company Balance Sheet). There are no audits, inquiries or proceedings pending or, or to the Knowledge of the Company’s Knowledge, threatened by the IRS, DOL DOL, or any other Governmental Entity with respect to any Company Employee Plan. The Neither the Company, any of its Subsidiaries or ERISA Affiliates, nor any Company has complied in all Employee Plan fiduciary is subject to any material respects liability, penalty or Tax with the reporting and disclosure obligations respect to any Company Employee Plan under Section 502(i) of ERISA and ERISA, part 4 of Title I of ERISA, or Sections 4975 through 4980G of the Code. All For the three years preceding the date of this Agreement, the Company and each of its Subsidiaries have timely made all contributions (including employee payroll deduction contributions) and other payments required to be made by and due under the terms of the each Company Employee Plans have been timely made or, if not yet due, have been or will be properly accrued as liabilities of the Company on the Company’s Financial StatementPlan.

Employee Plan Compliance. Each Except as set forth on Schedule 2.25(c), (i) the Company and each Subsidiary has performed all material obligations required to be performed by it under each Company Employee Plan and each Company Employee Plan has been established and maintained in accordance material compliance with its material terms and in all material respects in compliance with all applicable LawsLaw, including ERISA and the Code. Each ; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination letter or opinion letter from the IRS with respect to such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the so called “GUST” and EGTRRA legislation, or has a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter, and, 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 ; (iii) no party in interest with respect thereto has engaged in a non-exempt “prohibited transaction,” which could subject within the Company or any meaning of the Subsidiaries directly or indirectly to liability under Section 4975 of the Code or Sections 409 or 502(i) Section 406 of ERISA. There , has occurred with respect to any Company Employee Plan; (iv) there are no actions, suitssuits or claims pending, claims or proceedings pending or, to the knowledge of the Company’s Knowledge, threatened or anticipated (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan; (v) each Company Employee Plan norcan be amended, terminated or otherwise discontinued at any time, including after the Effective Time, in accordance with its terms, without material liability to the Company’s Knowledge, is any Subsidiary, Parent or any of its ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the knowledge of the Company’s Knowledge, threatened by the IRS, IRS or DOL or any other similar Governmental Entity having jurisdiction over the Company or its Subsidiaries with respect to any Company Employee Plan. The Company has complied in ; (vii) all material respects with annual reports and other filings required by the reporting and disclosure obligations of ERISA and the Code. All contributions required to be made under the terms of DOL or IRS or any similar Governmental Entity having jurisdiction over the Company Employee Plans or any Subsidiary have been timely made or, if not yet due, have been or will be properly accrued as liabilities made; (viii) none of the Company, any Subsidiary or any ERISA Affiliate is subject to any material penalty or Tax with respect to any Company on Employee Plan under Section 501(i) of ERISA, Section 4975 through 4980D of the Company’s Financial StatementCode or any similar Laws of other jurisdictions applicable to the Company or any Subsidiary and (ix) no Company Employee Plan is sponsored or maintained by any Co-Employer.

Employee Plan Compliance. Except for such matters as would not reasonably be expected to have, individually or in the aggregate, a Company material Adverse Effect, (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 established, administered, and maintained in accordance with its material terms and in all material respects in accordance with its terms and in material compliance with all applicable Laws, including including, but not limited to ERISA and the Code. Each , where applicable; (ii) all the Company Employee Plan Plans that are intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is are so qualified and has either have received a favorable timely determination letter or opinion letter letters from the IRS with respect to and no such Company Employee Plan as to its qualified status under the Code or determination letter has a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter, andbeen revoked nor, to the Knowledge of the Company, nothing has occurred as to any such revocation been threatened, or with respect to a prototype plan, the Company Employee Plan which has resulted or 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 no circumstance exists that is likely to result in the revocation loss of such qualification or which requires or could require action qualified status under Section 401(a) of the Code; (iii) the Company, where applicable, has timely made all contributions, premiums, and other payments required by and due under the compliance resolution programs terms of the IRS to preserve such qualification. No each Company Employee Plan and no party applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in interest accordance with respect thereto has engaged in a “prohibited transaction,” 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(iGAAP; (iv) of ERISA. There there are no investigations, audits, inquiries, enforcement actions, suits, claims or proceedings Legal Actions 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 Knowledge of any Company Employee Plan nor, to the Company’s Knowledge, is there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the Company’s Knowledge, threatened by the IRS, DOL U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any other similar Governmental Entity with respect to any Company Employee Plan. The Company has complied in all material respects with ; (vi) there are no Legal Actions pending, or, to the reporting and disclosure obligations of ERISA and the Code. All contributions required to be made under the terms Knowledge of the Company, threatened with respect to any Company Employee Plans have been timely made orPlan (in each case, if not yet due, have been or will be properly accrued as liabilities other than routine claims for benefits); and (vii) to the Knowledge of the Company, neither the Company on nor any of its Company ERISA Affiliates has engaged in a transaction that could subject the Company’s Financial StatementCompany or any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA.

Employee Plan Compliance. Each (i) The Company and each ERISA Affiliate has performed all material obligations required to be performed by it under each Company Employee Plan, and each Company Employee Plan has been established and maintained in accordance with its material terms and in all material respects in compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code. Each Company Employee Plan intended to qualify under Section 401(a; (ii) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination letter or opinion letter from the IRS with respect to 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 letter, and, 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,” which could subject within the Company or any meaning of the Subsidiaries directly or indirectly to liability under Section 4975 of the Code or Sections 409 or 502(i) Section 406 of ERISA. There , has occurred with respect to any Company Employee Plan that would result in material liability to the Company; (iii) there are no actions, suitssuits or claims pending, claims or proceedings pending or, to the Company’s Knowledge, threatened or anticipated (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan nor, that would result in material liability to the Company’s Knowledge; (iv) each Company Employee Plan can be amended, is terminated or otherwise discontinued after the Closing in accordance with its terms, without material liability to the Company, or any of its ERISA Affiliates (other than for ordinary administration expenses typically incurred in a termination event and benefits accrued through the effective date of such amendment, termination or discontinuance); (v) there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the Company’s Knowledge, threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company Employee Plan. The ; (vi) the Company has complied in all material respects is not subject to any penalty or tax with the reporting and disclosure obligations respect to any Company Employee Plan under Section 502(i) of ERISA and or Section 4975 through 4980 of the Code. All contributions required to be made under the terms of ; and (vii) all contributions, premiums or other payments due and owing from the Company or its ERISA Affiliates with respect to any Company Employee Plans Plan have been timely made or, if not yet due, have been paid or will be properly accrued as liabilities of the Company adequately provided for on the Company’s Financial StatementInterim Balance Sheet.

Employee Plan Compliance. Each The Company and its Subsidiaries have in all material respects performed all obligations required to be performed by them under, and are, in all material respects, in compliance with, the requirements prescribed by any and all applicable statutory or regulatory Legal Requirements, and are not, in default of, or violation in any material respect of, and the Company has no Knowledge of any default or violation by any other party to, any Company Employee Plan, and each Company Employee Plan has been established and maintained in accordance with its material terms and is, in all material respects respects, in compliance with all applicable LawsLegal Requirements, statutes, orders, rules and regulations, including ERISA and the Code. Each Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received obtained a favorable determination letter (or opinion letter from the IRS with respect to such Company Employee Plan letter, if applicable) 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 letter, and, to the Knowledge of the Company, nothing has occurred as to any since the date of such Company Employee Plan which letter that has resulted or is reasonably 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 affect such qualification. No Company Employee Plan and no party in interest with respect thereto has engaged in a “prohibited transaction,” which could subject within the Company or any meaning of the Subsidiaries directly or indirectly to liability under Section 4975 of the Code or Sections 409 or 502(i) 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 actions, suits, suits or claims pending or proceedings pending or, to the Company’s Knowledge, Knowledge threatened or reasonably anticipated (other than routine claims for benefits) ), against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan. Each Company Employee Plan norcan be amended, terminated or otherwise discontinued after the Effective Times in accordance with its terms, without liability to Parent, the Company or any Subsidiary (other than ordinary administration expenses or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plans prior to the Company’s Knowledge, is there any reasonable basis thereforFirst Effective Time). There are no audits, inquiries or proceedings pending or, or to the Company’s Knowledge, threatened threatened, by the IRS, DOL DOL, or any other Governmental Entity with respect to any Company Employee Plan. The Neither the Company has complied in all material respects nor any Subsidiary is subject to any penalty or Tax with the reporting and disclosure obligations respect to any Company Employee Plan under Section 502(i) of ERISA and or Sections 4975 through 4980 of the Code. All The Company and its Subsidiaries have timely made all contributions and other payments required to be made by and due under the terms of the each Company Employee Plans have been timely made or, if not yet due, have been or will be properly accrued as liabilities of the Company on the Company’s Financial StatementPlan and/or pursuant to applicable Legal Requirements.

Employee Plan Compliance. Each The Company has, in all material respects, performed all obligations required to be performed by it under, is not in material default or violation of, and the Company has no Knowledge of any default or violation by any other party to, any Company Employee Plan, and each Company Employee Plan has been established and maintained in accordance with its material terms and in all material respects in accordance with its terms and in material compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including ERISA and or the Code. Each No Company Employee Plan is or has ever been a plan or arrangement that is, or intended to qualify be, qualified under Section 401(a) of the Code and each trust intended to qualify under Code. No “prohibited transaction,” within the meaning of Section 501(a) 4975 of the Code is so qualified or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has either received a favorable determination letter or opinion letter from the IRS occurred with respect to such any Company Employee Plan as to its qualified status under the Code Plan. There are no actions, suits or has a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter, andclaims pending or, to the Knowledge of the Company, nothing has occurred as to any such Company Employee Plan which has resulted threatened 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,” 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 pending or, to the Company’s Knowledge, threatened reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan. Each Company Employee Plan norcan be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company or any ERISA Affiliate (other than ordinary administration expenses or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plans prior to the Company’s Knowledge, is there any reasonable basis thereforEffective Time). There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company’s Knowledge, threatened by the IRS, DOL DOL, or any other Governmental Entity with respect to any Company Employee Plan. Neither the Company nor any ERISA Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company has complied in timely made all material respects with the reporting contributions and disclosure obligations of ERISA other payments required by and the Code. All contributions required to be made due under the terms of the each Company Employee Plans have been timely made or, if not yet due, have been or will be properly accrued as liabilities of the Company on the Company’s Financial StatementPlan.

Employee Plan Compliance. Each Except as set forth on Schedule 4.24(d), (i) the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation of any other party to, each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its material terms and in all material respects in compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code. Each ; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination letter or opinion letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code required by the Tax Reform Act of 1986 and subsequent legislation, or has a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter, and, letter and make any retroactive amendments necessary to obtain a favorable determination as to the Knowledge qualified status of the Company, nothing has occurred as to any each 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 Plan; (iii) no party in interest with respect thereto has engaged in a “"prohibited transaction,” which could subject " within the Company or any meaning of the Subsidiaries directly or indirectly to liability under Section 4975 of the Code or Sections 409 or 502(i) 406 and 407 of ERISA. There , and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suitssuits or claims pending, claims or proceedings pending or, to the knowledge of 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; and (v) each Company Employee Plan norcan be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Company’s Knowledge, is Parent or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the Company’s Knowledgeknowledge of the Company or any Affiliates, threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company Employee Plan. The ; and (vii) neither the Company has complied in all material respects nor any Affiliate is subject to any penalty or tax with the reporting and disclosure obligations respect to any Company Employee Plan under Section 501(i) of ERISA and or Section 4975 through 4980 of the Code. All contributions required to be made under the terms of the Company Employee Plans have been timely made or, if not yet due, have been or will be properly accrued as liabilities of the Company on the Company’s Financial Statement.

Employee Plan Compliance. Each (i) The Company has performed in all material respects all obligations required to be performed by it under each Company Employee Plan and each Company Employee Plan has been established and maintained in all material respects in accordance with its material terms and in all material respects in compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code. Each ; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received or relies on a favorable determination letter determination, opinion, notification or opinion advisory letter from the IRS with respect to such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation (or has remaining a period of time remaining under the Code or applicable Treasury regulations or IRS pronouncements in which to apply for request, and obtain make any amendments necessary to obtain, such a letter, and, to letter from 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 IRS); (iii) no party in interest with respect thereto has engaged in a “prohibited transaction,” which could subject within the Company or any meaning of the Subsidiaries directly or indirectly to liability under Section 4975 of the Code or Sections 409 or 502(i) 406 and 407 of ERISA. There , and not otherwise exempt under Section 408 of ERISA (or an exemption issued thereunder) has occurred with respect to any Company Employee Plan; (iv) there are no actions, suitssuits or claims pending, claims or proceedings pending or, to the knowledge of the Company’s Knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan; (v) each Company Employee Plan norcan be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Company’s Knowledge, is Parent or Surviving Entity (other than ordinary administration and termination expenses); (vi) there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the knowledge of the Company’s Knowledge, threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company has complied in satisfied all material respects with overdue liabilities, including any fines and/or penalties owing to the reporting and disclosure obligations of ERISA IRS under the Q2 Retirement Savings Plan (Money Purchase Plan) and the Code. All Q2 Retirement Savings Plan (401(k) Profit Sharing Plan) and has timely made all contributions and other payments required to be made by and due from it under the terms of the each Company Employee Plans have been timely made or, if not yet due, have been or will Plan. For each Company Employee Plan that is intended to be properly accrued as liabilities qualified under Section 401(a) of the Company on Code, to the knowledge of Company’s Financial Statement, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status.

Employee Plan Compliance. Each Except as set forth on Schedule ------------------------ 2.26(d), (i) the Company has performed in all material respects all obligations required to be performed by it under each Company Employee Plan and each Company Employee Plan has been established and maintained in all material respects in accordance with its material terms and in all material respects in compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code. Each ; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination letter determination, opinion, notification or opinion advisory letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter, and, 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 ; (iii) no party in interest with respect thereto has engaged in a “non-exempt "prohibited transaction,” which could subject ", within the Company or any meaning of the Subsidiaries directly or indirectly to liability under Section 4975 of the Code or Sections 409 or 502(i) Section 406 of ERISA. There , has occurred with respect to any Company Employee Plan; (iv) there are no actions, suitssuits or claims pending, claims or proceedings pending or, to the knowledge of the Company’s Knowledge, threatened or anticipated (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan; and (v) each Company Employee Plan norcan be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Company’s Knowledge, is Parent or any of its Affiliates and its (other than ordinary administration expenses typically incurred in a termination event); (vi) there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the Company’s Knowledgeknowledge of the Company or any affiliates, threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company Employee Plan. The ; and (vii) neither the Company has complied in all material respects nor any Affiliate is subject to any penalty or tax with the reporting and disclosure obligations respect to any Company Employee Plan under Section 501(i) of ERISA and or Section 4975 through 4980 of the Code. All contributions required to be made under the terms of the Company Employee Plans have been timely made or, if not yet due, have been or will be properly accrued as liabilities of the Company on the Company’s Financial Statement.

Employee Plan Compliance. (i) Each Company Parent Employee Plan has been established established, administered, and maintained in accordance with its material terms and 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. Each Company ; (ii) all Parent Employee Plan Plans that are intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is are so qualified and has either have received a favorable timely determination letters from the IRS and no such determination letter has been revoked nor has any such revocation been threatened, or with respect to a preapproved plan, can rely on an opinion letter 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 letter, andprototype plan sponsor, to the Knowledge 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, nothing has occurred as to any such Company Employee Plan which has resulted or and no circumstance exists that is likely to result in the revocation loss of such qualification or which requires or could require action qualified status under Section 401(a) of the Code; (iii) Parent and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the compliance resolution programs terms of the IRS to preserve such qualification. No Company each Parent Employee Plan and no party applicable Law and accounting principles, and all benefits accrued under any unfunded Parent Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in interest accordance with respect thereto has engaged GAAP; (iv) except to the extent limited by applicable Law, each Parent Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in a “prohibited transaction,” which could subject accordance with its terms, without material liability to Parent, the Company Company, or any of the their respective Subsidiaries directly or indirectly to liability under Section 4975 (other than ordinary administration expenses and in respect of the Code or Sections 409 or 502(iaccrued benefits thereunder); (v) of ERISA. There there are no actionsinvestigations, suitsaudits, claims inquiries, or proceedings Legal Actions pending oror threatened by the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Parent Employee Plan; (vi) there are no material Legal Actions pending, or threatened, to the Company’s KnowledgeKnowledge of Parent, threatened with respect to any Parent Employee Plan (in each case, 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 and there any reasonable basis therefor. There are no auditsfacts that would give rise to or could reasonably be expected to give rise to any such Legal Action; and (vii) neither Parent nor any of its Parent ERISA Affiliates has engaged in an act, inquiries omission or proceedings pending or, to the Company’s Knowledge, threatened by the IRS, DOL transaction that could subject Parent or any other Governmental Entity with respect Parent ERISA Affiliate to any Company Employee Plan. The Company has complied in all material respects with the reporting and disclosure obligations of ERISA and the Code. All contributions required to be made under the terms a tax or penalty imposed by either Section 4975 of the Company Employee Plans have been timely made or, if not yet due, have been Code or will be properly accrued as liabilities Section 502(i) of the Company on the Company’s Financial StatementERISA.

Employee Plan Compliance. (i) Each Company Employee Plan has been established established, administered, and maintained in accordance with its material terms and 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. Each ; (ii) all the Company Employee Plan Plans that are intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is are so qualified and has either have received a favorable timely determination letter or opinion letter letters from the IRS with respect to and no such Company Employee Plan as to its qualified status under the Code or determination letter has a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter, andbeen revoked nor, to the Knowledge of the Company, nothing has occurred as to 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 Employee Plan which has resulted or no circumstance exists that is likely to result in the revocation loss of such qualification or which requires or could require action qualified status under Section 401(a) of the Code; (iii) the Company, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the compliance resolution programs terms of the IRS to preserve such qualification. No each Company Employee Plan and no party applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in interest accordance with respect thereto has engaged 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 a “prohibited transaction,” which could subject accordance with its terms, without material liability to Parent or the Company or any (other than ordinary administration expenses and in respect of the Subsidiaries directly or indirectly to liability under Section 4975 of the Code or Sections 409 or 502(iaccrued benefits thereunder); (v) of ERISA. There there are no investigations, audits, inquiries, enforcement actions, suits, claims or proceedings Legal Actions 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 Knowledge of any Company Employee Plan nor, to the Company’s Knowledge, is there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the Company’s Knowledge, threatened by the IRS, DOL U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any other similar Governmental Entity with respect to any Company Employee Plan. The Company has complied in all ; (vi) there are no material respects with Legal Actions pending, or, to the reporting and disclosure obligations of ERISA and the Code. All contributions required to be made under the terms Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); (vii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could subject the Company or any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA; and (viii) all non-US Company Employee Plans have been timely made orthat are intended to be funded or book-reserved are funded or book-reserved, if not yet dueas appropriate, have been or will be properly accrued as liabilities of the Company based on the Company’s Financial Statementreasonable actuarial assumptions.

Employee Plan Compliance. Each Acquired Company Employee Plan and each Subsidiary thereof has been established and maintained in accordance with its material terms and performed in all material respects all obligations required to be performed by it under, is not in material default or violation of, and, as of the date hereof, no Seller has Knowledge of any default or violation by any other party to, any Acquired Company Employee Plan. Each Acquired Company Employee Plan is and has been funded, operated, established, administered and maintained in compliance in all material respects with its terms and all applicable Laws, Laws (including ERISA and the Code. Each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination letter or opinion letter from the IRS with respect to 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 letter, and, 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,” which could subject within the Company or any meaning of the Subsidiaries directly or indirectly to liability under Section 4975 of the Code or Sections 409 or 502(i) 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Acquired Company Employee Plan. No breaches of fiduciary duty or other failures to act or comply in connection with the administration or investment of the assets of any Acquired Company Employee Plan have occurred. There are no actionsclaims, suitsaudits, claims inquiries or proceedings Legal Proceedings pending or, to the Company’s KnowledgeKnowledge of the Sellers, threatened against or with respect to any Acquired Company Employee Plan or the assets, fiduciaries or administrators of any Acquired Company Employee Plan, including any audit or inquiry by any Governmental Entity, including by the IRS or DOL. None of the Acquired Companies nor any of their Subsidiaries is or has become subject to any penalty or Tax with respect to any Acquired Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. All payments, benefits, premiums, contributions and other payments related to each Acquired Company Employee Plan have been timely made or paid in full or, to the extent not yet due, properly accrued on the Current Balance Sheet in accordance with the terms of the Acquired Company Employee Plan and all applicable Laws and accounting standards. Each Acquired Company Employee Plan can be amended, terminated or otherwise discontinued after the applicable Closing in accordance with its terms, without material Liability to any Acquired Company (other than ordinary administration expenses or routine claims for benefits) against ). No lien has been imposed under the Code, ERISA or any Company Employee Plan other applicable Law on or fiduciary thereto or against with respect to the assets of any Company Employee Plan nor, to the Company’s Knowledge, is there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the Company’s Knowledge, threatened by the IRS, DOL or any other Governmental Entity with respect to any Acquired Company Employee Plan. The Neither any Acquired Company nor any Subsidiary thereof has complied made any filing in all material respects with the reporting and disclosure obligations respect of ERISA and the Code. All contributions required to be made any Acquired Company Employee Plan under the terms of the Company Employee Plans have been timely made orCompliance Resolution System, if not yet due, have been the Department of Labor Delinquent Filer Program or will be properly accrued as liabilities of the Company on the Company’s Financial Statementany other voluntary correction program.

Employee Plan Compliance. Each The Company and each of the Subsidiaries and ERISA Affiliates in all material respects, have performed all obligations required to be performed by them under the terms of the Company Employee Plan has been established and maintained in accordance with its material terms and in all material respects in compliance with all applicable LawsLegal Requirements (including, including but not limited to ERISA and the Code. Each ), including (i) funding, administering and maintaining, in form and in operation, each Company Employee Plan and (ii) timely making all required contributions, payments and accruals for all periods ending prior to or as of the Closing Date or, to the extent not yet required to be accrued, properly accrued on the Books and Records (and in each case, will be subsequently made). For each Company Employee Plan that is intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of Code, the Code is so qualified and Company has either received obtained a favorable determination letter and/or opinion or opinion advisory letter 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 letter, and, to the Knowledge of the Company, nothing there has occurred as to any such Company Employee Plan which been no event, condition or circumstances that has resulted or is likely to result in the revocation of such qualification or which requires adversely affected or could require action under the compliance resolution programs of the IRS reasonably be expected to preserve adversely affect such qualificationqualified status. No Company Employee Plan and no party in interest with respect thereto has engaged in a non-exempt “prohibited transaction,” which could subject within the Company or any meaning of the Subsidiaries directly or indirectly to liability under Section 4975 of the Code or Sections 409 or 502(i) 406 and 407 of ERISA, has occurred or to the Knowledge of the Company could reasonably expected to occur with respect to any Company Employee Plan or any Person who is a fiduciary with respect to any Company Employee Plan. There are no actions, suits, claims Actions pending or proceedings pending or, to the Company’s Knowledge, Knowledge of the Company threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan. Each Company Employee Plan norcan be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Company’s Knowledge, any Subsidiary or any ERISA Affiliate (other than ordinary administration expenses or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plans prior to the Effective Time). None of the Company, any Subsidiary or any ERISA Affiliate is there any reasonable basis therefor. There are no audits, inquiries or proceedings pending subject or, could reasonably be expected to the Company’s Knowledge, threatened by the IRS, DOL be subject to any penalty or any other Governmental Entity Tax with respect to any Company Employee Plan. The Company has complied in all material respects with the reporting and disclosure obligations Plan under Section 502(i) of ERISA and or Sections 4975 through 4980 of the Code. All contributions required to be made under the terms of the Company Employee Plans have been timely made or, if not yet due, have been or will be properly accrued as liabilities of the Company on the Company’s Financial Statement.

Employee Plan Compliance. Each Except as set forth on Section 5.24(d) of the Company Disclosure Letter, (i) the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no Knowledge of any default or violation by any other Party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its material terms and in all material respects in compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code. Each ; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination letter determination, opinion, notification or opinion advisory letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letterletter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Company Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, andand not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge of the Company, nothing has occurred as to any such Company Employee Plan which has resulted threatened 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,” 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 pending or, to the Company’s Knowledge, threatened reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan; (v) each Company Employee Plan norcan be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Company’s KnowledgeParent, is Company or any of its Affiliates (other than ordinary administration expenses); (vi) there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the Company’s KnowledgeKnowledge of the Company or any Affiliates, threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company Employee Plan. The ; and (vii) neither the Company has complied in all material respects nor any Affiliate is subject to any penalty or tax with the reporting and disclosure obligations respect to any Company Employee Plan under Section 502(i) of ERISA and or Sections 4975 through 4980 of the Code. All contributions required to be made under the terms of the Company Employee Plans have been timely made or, if not yet due, have been or will be properly accrued as liabilities of the Company on the Company’s Financial Statement.

Employee Plan Compliance. Each Company (i) Seller and each ERISA Affiliate have performed all obligations required to be performed by it under each Seller Employee Plan, and each Seller Employee Plan has been established and maintained in accordance with its material terms and in all material respects in compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code. Each Company Employee Plan intended to qualify under Section 401(a; (ii) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination letter or opinion letter from the IRS with respect to 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 letter, and, 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,” which could subject " within the Company or any meaning of the Subsidiaries directly or indirectly to liability under Section 4975 of the Code or Sections 409 or 502(i) Section 406 of ERISA. There , has occurred with respect to any Seller Employee Plan that would result in liability to Seller; (iii) there are no actions, suitssuits or claims pending, claims or proceedings pending or, to the Company’s Knowledgeknowledge of Seller, threatened or anticipated (other than routine claims for benefits) against any Company Seller Employee Plan or fiduciary thereto or against the assets of any Company Seller Employee Plan northat would result in liability to Purchaser; (iv) except as provided under COBRA, each Seller Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to Seller, or any of its ERISA Affiliates (other than for ordinary administration expenses typically incurred in a termination event and benefits accrued through the Company’s Knowledgeeffective date of such amendment, is termination or discontinuance); (v) there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the Company’s Knowledgeknowledge of the Seller or Stockholders, threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company Seller Employee Plan. The Company has complied in all material respects ; (vi) the Seller is not subject to any penalty or tax with the reporting and disclosure obligations respect to any Seller Employee Plan under Section 502(i) of ERISA and or Section 4975 through 4980 of the Code. All contributions required ; and (vii) all contributions, premiums or other payments due and owing from Seller or its ERISA Affiliates with respect to be made under the terms of the Company any Seller Employee Plans Plan have been timely made or, if not yet due, have been paid or will be properly accrued as liabilities of the Company adequately provided for on the Company’s Financial Statement12-31-04 Balance Sheet.

Employee Plan Compliance. 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 and maintained in accordance with its material terms and in all material respects in compliance with all applicable Laws, including ERISA and the Code. Each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination letter or opinion letter from the IRS with respect to 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 Code, and obtain such a letter, and, 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 reasonably be expected to 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,” 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 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. 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. The Company has not undertaken to maintain any Company Employee Plan for any period of time and each Employee Plan can be amended, terminated or otherwise discontinued on or after the Closing Date in accordance with its terms, without liability to the Company, any of the Subsidiaries, 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 pending or, to the Company’s Knowledge, threatened by the IRS, DOL or any other Governmental Entity having jurisdiction over the Company or any of the Subsidiaries with respect to any Company Employee Plan. The All annual reports and other filings required by the IRS, DOL or any other similar Governmental Entity having jurisdiction over the Company has complied in all material respects with the reporting and disclosure obligations of ERISA and the Code. All contributions required to be made under the terms or any of the Company Employee Plans Subsidiaries have been timely made or, if not yet due, have been or will be properly accrued as liabilities made. Neither the Company nor any of the Subsidiaries nor any ERISA Affiliate is subject to any penalty or Tax with respect to any Company on Employee Plan under Section 501(i) of ERISA or Section 4975 through 4980D of the Company’s Financial StatementCode or any similar Laws of other jurisdictions applicable to the Company or any of the Subsidiaries and no Company Employee Plan is sponsored or maintained by any Person that is or was considered to be a co-employer with the Company or any of the Subsidiaries.

Employee Plan Compliance. Each Except as set forth on Schedule 2.20(d), (i) the Company and its Affiliates have performed in all material respects all obligations required to be performed by it under each Company Employee Plan and each Company Employee Plan has been established and maintained in accordance with its material terms and in all material respects in accordance with its terms and in compliance with all applicable Applicable Laws, including ERISA and the Code. Each Company Employee Plan intended to qualify under ; (ii) no "prohibited transaction," within the meaning of Section 401(a) 4975 of the Code and each trust intended to qualify under or Section 501(a) 406 of the Code is so qualified and ERISA, has either received a favorable determination letter or opinion letter from the IRS occurred with respect to such any 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 letterPlan; (iii) there are no Proceedings pending, andor, 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,” 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 pending or, to the Company’s Knowledgeits Affiliates, threatened or anticipated (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan; (iv) each Company Employee Plan norcan be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability to the Company’s Knowledge, is Acquiror or any of its Affiliates (other than amounts accrued to be paid to the plan in the Company Financials and ordinary administration expenses incurred in a termination event); (v) there any reasonable basis therefor. There are no audits, inquiries or proceedings Proceedings pending or, to the Company’s KnowledgeKnowledge of the Company or any Affiliates, threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company Employee Plan. The ; (vi) neither the Company has complied in all material respects nor any Affiliate is subject to any penalty or tax with the reporting and disclosure obligations respect to any Company Employee Plan under Section 4975 through 4980 of ERISA and the Code. All contributions required ; (vii) each Company Employee Plan that is intended to be made qualified under Section 401(a) of the terms Code is and has always been so qualified and has received a favorable determination letter with respect to such status from the IRS, and no act or omission has occurred since the date of the most recent favorable determination issued with respect to a Company Employee Plan which resulted or is likely to result in the revocation of the Company Employee Plans have been timely made or, if not yet due, have been or will be properly accrued as liabilities of the Company on the Company’s Financial Statement.Plan's qualified status; and (viii)

Employee Plan Compliance. Each (i) The Company and Forefront have performed in all material respects all obligations required to be performed by them under, are not in default or violation of, and, to the knowledge of the Company and the Shareholder, there has been no material default or violation by any other party to, each Company Employee Plan and/or Employee Agreement, and each Company Employee Plan has been established and maintained in all material respects in accordance with its material terms and in all material respects in compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and the Code. Each ; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination letter or opinion letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code or has remaining a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter, and, determination letter and make any amendments necessary to the Knowledge of the Company, nothing obtain a favorable determination and no event has occurred as to any such Company Employee Plan which has resulted or is likely to result in would adversely affect the revocation status of such qualification determination letter or which requires or could require action under the compliance resolution programs qualified status of the IRS to preserve such qualification. No Company Employee Plan and Plan; (iii) no party in interest with respect thereto has engaged in a “prohibited transaction,” which could subject within the Company or any meaning of the Subsidiaries directly or indirectly to liability under Section 4975 of the Code or Sections 409 or 502(i) 406 and 407 of ERISA. There , and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suitssuits or claims pending, claims or proceedings pending or, to the Company’s Knowledgeknowledge of the Company and the Shareholder, threatened or reasonably anticipated (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 Knowledgeknowledge of the Company and the Shareholder, is there any reasonable basis therefor. There ; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued either before or after the Closing in accordance with its terms, without liability to the Buyer, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Company’s Knowledgeknowledge of the Company and the Shareholder, threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company Employee Plan. The Plan nor, to the knowledge of the Company has complied in all material respects and the Shareholder, is there any reasonable basis therefor; (vii) neither the Company nor any Affiliate is subject to any penalty or tax with the reporting and disclosure obligations respect to any Company Employee Plan under Section 402(i) of ERISA and or Sections 4975 through 4980 of the Code. All ; (viii) all contributions required due from the Company or any Affiliate with respect to be made under the terms any of the Company Employee Plans have been timely made oras required under ERISA or have been accrued on the Company Balance Sheet and no further contributions will be due or will have accrued thereunder as of the Closing Date; (ix) all Employees who, if pursuant to the terms of any Employee Plan or Employee Agreement, are entitled to participate in any such Employee Plan or Employee Agreement are currently participating in such Employee Plan or Employee Agreement, or have been given the opportunity to do so and have declined; and (x) there has been no amendment to, written interpretation or authorized announcement (whether or not yet duewritten) by the Company or any Affiliate relating to, or change in employee participation or coverage under, any Employee Plan or Employee Agreement that would increase materially the expense of maintaining such Employee Plan or Employee Agreement above the level of the expense incurred in respect thereof during the fiscal year ended September 30, 2002. The Company and Forefront have performed in all material respects all obligations required to be performed by them under, and are not in default or violation of, each Parent Company Plan, and, with respect to each Parent Company Plan, have been or will made all contributions required to be properly accrued as liabilities of the Company on the Company’s Financial Statementmade by them in a timely manner.

Employee Plan Compliance. Each Except as set forth on Schedule 2.20(d), (i) the Company and its Affiliates have performed in all material respects all obligations required to be performed by it under each Company Employee Plan and each Company Employee Plan has been established and maintained in accordance with its material terms and in all material respects in accordance with its terms and in compliance with all applicable Applicable Laws, including ERISA and the Code. Each Company Employee Plan intended to qualify under ; (ii) no "prohibited transaction", within the meaning of Section 401(a) 4975 of the Code and each trust intended to qualify under or Section 501(a) 406 of the Code is so qualified and ERISA, has either received a favorable determination letter or opinion letter from the IRS occurred with respect to such any 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 letterPlan; (iii) there are no Proceedings pending, andor, 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,” 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 pending or, to the Company’s Knowledgeits Affiliates, threatened or anticipated (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan; (iv) each Company Employee Plan norcan be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability to the Company’s Knowledge, is Parent or any of its Affiliates (other than amounts accrued to be paid to the plan in the Company Financials and ordinary administration expenses incurred in a termination event); (v) there any reasonable basis therefor. There are no audits, inquiries or proceedings Proceedings pending or, to the Company’s KnowledgeKnowledge of the Company or any Affiliates, threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company Employee Plan. The ; (vi) neither the Company has complied in all material respects nor any Affiliate is subject to any penalty or tax with the reporting and disclosure obligations respect to any Company Employee Plan under Section 4975 through 4980 of ERISA and the Code. All contributions required ; and (vii) each Company Employee Plan that is intended to be made qualified under Section 401(a) of the terms Code is and has always been so qualified and has received a favorable determination letter with respect to such status from the IRS, and no act or omission has occurred since the date of the most recent favorable determination issued with respect to a Company Employee Plan which resulted or is likely to result in the revocation of the Company Employee Plans have been timely made or, if not yet due, have been or will be properly accrued as liabilities of the Company on the Company’s Financial StatementPlan's qualified status.

Employee Plan Compliance. Each Except as set forth on Schedule ------------------------ 2.20(d), (i) the Company has performed in all material respects all obligations required to be performed by it under each Company Employee Plan and each Company Employee Plan has been established and maintained in all material respects in accordance with its material terms and in all material respects in compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code. Each ; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination letter determination, opinion, notification or opinion advisory letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Acts of 1986 and subsequent legislation, or has a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter, and, 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 ; (iii) no party in interest with respect thereto has engaged in a “"prohibited transaction,” which could subject ", within the Company or any meaning of the Subsidiaries directly or indirectly to liability under Section 4975 of the Code or Sections 409 or 502(i) Section 406 of ERISA. There , has occurred with respect to any Company Employee Plan; (iv) there are no actions, suitssuits or claims pending, claims or proceedings pending or, to the knowledge of the Company’s Knowledge, threatened or anticipated (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan; and (v) each Company Employee Plan norcan be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Company’s Knowledge, is Parent or any of its Affiliates and its (other than ordinary administration expenses typically incurred in a termination event); (vi) there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the Company’s Knowledgeknowledge of the Company or any affiliates, threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company Employee Plan. The ; and (vii) neither the Company has complied in all material respects nor any Affiliate is subject to any penalty or tax with the reporting and disclosure obligations respect to any Company Employee Plan under Section 501(i) of ERISA and or Section 4975 through 4980 of the Code. All contributions required to be made under the terms of the Company Employee Plans have been timely made or, if not yet due, have been or will be properly accrued as liabilities of the Company on the Company’s Financial Statement.

Employee Plan Compliance. Each Except as set forth on Schedule ------------------------ 2.26(d), (i) the Company has performed in all material respects all obligations required to be performed by it under each Company Employee Plan and each Company Employee Plan has been established and maintained in all material respects in accordance with its material terms and in all material respects in compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code. Each ; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination letter determination, opinion, notification or opinion advisory letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter, and, 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 ; (iii) no party in interest with respect thereto has engaged in a “"prohibited transaction,” which could subject ", within the Company or any meaning of the Subsidiaries directly or indirectly to liability under Section 4975 of the Code or Sections 409 or 502(i) Section 406 of ERISA. There , has occurred with respect to any Company Employee Plan; (iv) there are no actions, suitssuits or claims pending, claims or proceedings pending or, to the knowledge of the Company’s Knowledge, threatened or anticipated (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan; and (v) each Company Employee Plan norcan be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Company’s Knowledge, is Parent or any of its Affiliates and its (other than ordinary administration expenses typically incurred in a termination event); (vi) there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the Company’s Knowledgeknowledge of the Company or any affiliates, threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company Employee Plan. The ; and (vii) neither the Company has complied in all material respects nor any Affiliate is subject to any penalty or tax with the reporting and disclosure obligations respect to any Company Employee Plan under Section 501(i) of ERISA and or Section 4975 through 4980 of the Code. All contributions required to be made under the terms of the Company Employee Plans have been timely made or, if not yet due, have been or will be properly accrued as liabilities of the Company on the Company’s Financial Statement.

Employee Plan Compliance. Each (i) The Company and each of its subsidiaries has performed in all material respects all obligations required to be performed by it under, is not in default or violation of; and has no knowledge of any material default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its material terms and in all material respects in compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code. Each ; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified qualified, and has either received a favorable determination letter or opinion letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code or has a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter, and, to the Knowledge of the Company, nothing no event has occurred as to any such Company Employee Plan which has resulted or is likely to result in would adversely affect the revocation status of such qualification determination letter or which requires or could require action under the compliance resolution programs qualified status of the IRS to preserve such qualification. No Company Employee Plan and Plan; (iii) no party in interest with respect thereto has engaged in a “"prohibited transaction,” which could subject " within the Company or any meaning of the Subsidiaries directly or indirectly to liability under Section 4975 of the Code or Sections 409 or 502(i) 406 and 407 of ERISA. There , and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suitssuits or claims pending, claims or proceedings pending or, to the knowledge of 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; (v) each Company Employee Plan norcan be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company’s Knowledge, is Company or any of its ERISA Affiliates (other than provision of accrued benefits and ordinary administration expenses typically incurred in a termination event under the Company Employee Plans); (vi) there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the knowledge of the Company’s Knowledge, threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company Employee Plan. The ; and (vii) neither the Company has complied in all material respects with the reporting and disclosure obligations of ERISA and the Code. All contributions required to be made under the terms nor any subsidiary of the Company is subject to any penalty or tax with respect to any Company Employee Plans have been timely made or, if not yet due, have been Plan under Section 402(i) of ERISA or will be properly accrued as liabilities Sections 4975 through 4980 of the Company on the Company’s Financial StatementCode.

Employee Plan Compliance. (i) Each Company Employee Plan in the United States has been established and maintained in accordance with its material terms and in material compliance with applicable Laws, including but not limited to, ERISA and the Code, and 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 all applicable Laws, including ERISA and ; (ii) all of the Code. Each Company Employee Plan Plans that are intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either have received a favorable timely determination letter or opinion letter letters from the IRS with respect to and, as of the date hereof, no such Company Employee Plan as to its qualified status under the Code or determination letter has a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter, andbeen revoked nor, to the Knowledge of the Company, nothing has occurred as to any such revocation been threatened; (iii) to the Knowledge of the Company, the Company and its Subsidiaries and Company ERISA Affiliates, where applicable, have timely made all contributions and other material payments required by and due under the terms of each Company Employee Plan; (iv) except to the extent limited by applicable Law, each 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 (other than a Company Employee Plan constituting a Contract between the Company or a Subsidiary thereof and no party a Company Employee) can be amended, terminated or otherwise discontinued after the Effective Time in interest accordance with respect thereto has engaged in a “prohibited transaction,” which could subject its terms, without liability to Parent, the Company or any of the its Subsidiaries directly or indirectly to liability under Section 4975 (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) as of the Code or Sections 409 or 502(i) of ERISA. There date hereof, there are no actionsaudits, suits, claims inquiries or proceedings Legal Actions pending or, to the Knowledge of the Company’s Knowledge, threatened by the IRS or the Department of Labor, or any similar Governmental Entity with respect to any Company Employee Plan; (vi) as of the date hereof, there are no Legal Actions pending, or, to the Knowledge of the Company, threatened (other than routine claims for benefits) against any Company Employee Plan Plan. and (vii) no “prohibited transaction,” within the meaning of Section 4975 of the Code or fiduciary thereto Section 406 of ERISA, has occurred or against is expected to occur with respect to the assets of any Company Employee Plan nor, to the Company’s Knowledge, is there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the Company’s Knowledge, threatened by the IRS, DOL or any other Governmental Entity with respect to any Company Employee Plan. The Company has complied in all material respects with the reporting and disclosure obligations of ERISA its related trust (and the Code. All contributions required to be made under the terms consummation of the Company Employee Plans have been timely made or, if transactions contemplated by this Agreement will not yet due, have been directly or will be properly accrued as liabilities of the Company on the Company’s Financial Statementindirectly result in such a “prohibited transaction”).

Employee Plan Compliance. (i) Each Company DSD Employee Plan has been established established, administered, and maintained in accordance with its material terms and 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. Each Company ; (ii) all DSD Employee Plan Plans that are intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is are so qualified and has either have received a favorable timely determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of DSD, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS with respect to the prototype plan sponsor, to the effect that such Company Employee Plan as to its qualified status retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code or has a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for Code, and obtain such a letter, and, to the Knowledge of the Company, nothing has occurred as to any such Company Employee Plan which has resulted or DSD no circumstance exists that is likely to result in the revocation loss of such qualification or which requires or could require action qualified status under Section 401(a) of the Code; (iii) DSD, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the compliance resolution programs terms of the IRS to preserve such qualification. No Company each DSD Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded DSD 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 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 accrued benefits thereunder); (v) there are no party in interest investigations, audits, inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of DSD, threatened by the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect thereto to any DSD Employee Plan; (vi) there are no material Legal Actions pending, or, to the Knowledge of DSD, threatened with respect to any DSD Employee Plan (in each case, other than routine claims for benefits); (vii) to the Knowledge of DSD, neither DSD nor any of its DSD ERISA Affiliates has engaged in a “prohibited transaction,” which transaction that could subject the Company DSD or any of the Subsidiaries directly DSD ERISA Affiliate to a tax or indirectly to liability under penalty imposed by either Section 4975 of the Code or Sections 409 or Section 502(i) of ERISA. There ; and (viii) all non-US DSD Employee Plans that are no actions, suits, claims or 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. There are no audits, inquiries or proceedings pending or, to the Company’s Knowledge, threatened by the IRS, DOL or any other Governmental Entity with respect to any Company Employee Plan. The Company has complied in all material respects with the reporting and disclosure obligations of ERISA and the Code. All contributions required intended to be made under the terms of the Company Employee Plans have been timely made orfunded or book-reserved are funded or book-reserved, if not yet dueas appropriate, have been or will be properly accrued as liabilities of the Company based on the Company’s Financial Statementreasonable actuarial assumptions.

Employee Plan Compliance. Each Except as set forth on Schedule 2.25(d), (i) the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation of any other party to, each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its material terms and in all material respects in compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code. Each ; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination letter determination, opinion, notification or opinion advisory letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter, and, letter and make any amendments necessary to obtain a favorable determination as to the Knowledge qualified status of the Company, nothing has occurred as to any each 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 Plan; (iii) no party in interest with respect thereto has engaged in a “"prohibited transaction,” which could subject ", within the Company or any meaning of the Subsidiaries directly or indirectly to liability under Section 4975 of the Code or Sections 409 or 502(i) 406 and 407 of ERISA. There , and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suitssuits or claims pending, claims or proceedings pending or, to the knowledge of 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; and (v) each Company Employee Plan norcan be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Company’s Knowledge, is Parent or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the Company’s Knowledgeknowledge of the Company or any Affiliates, threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company Employee Plan. The ; and (vii) neither the Company has complied in all material respects nor any Affiliate is subject to any penalty or tax with the reporting and disclosure obligations respect to any Company Employee Plan under Section 501(i) of ERISA and or Section 4975 through 4980 of the Code. All contributions required to be made under the terms of the Company Employee Plans have been timely made or, if not yet due, have been or will be properly accrued as liabilities of the Company on the Company’s Financial Statement.

Employee Plan Compliance. Each Except as set forth on Section 5.25(d) of the Company Disclosure Letter, (i) the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no Knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its material terms and in all material respects in compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code. Each ; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination letter determination, opinion, notification or opinion advisory letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letterletter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Company Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, andand not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge of the Company, nothing has occurred as to any such Company Employee Plan which has resulted threatened 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,” 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 pending or, to the Company’s Knowledge, threatened reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan; (v) each Company Employee Plan norcan be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Company’s KnowledgeParent, is the Sub, the Company or any of its Affiliates (other than ordinary administration expenses); (vi) there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the Company’s KnowledgeKnowledge of the Company or any Affiliates, threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company Employee Plan. The ; and (vii) neither the Company has complied in all material respects nor any Affiliate is subject to any penalty or tax with the reporting and disclosure obligations respect to any Company Employee Plan under Section 502(i) of ERISA and or Sections 4975 through 4980 of the Code. All contributions required to be made under the terms of the Company Employee Plans have been timely made or, if not yet due, have been or will be properly accrued as liabilities of the Company on the Company’s Financial Statement.

Employee Plan Compliance. Each (i) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its material terms and in all material respects in compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code. Each ; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination letter determination, opinion, notification or opinion advisory letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter, and, letter and make any amendments necessary to obtain a favorable determination as to the Knowledge qualified status of the Company, nothing has occurred as to any each 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 Plan; (iii) no party in interest with respect thereto has engaged in a “"prohibited transaction,” which could subject " within the Company or any meaning of the Subsidiaries directly or indirectly to liability under Section 4975 of the Code or Sections 409 or 502(i) 406 and 407 of ERISA. There , and not otherwise exempt under Section 4975 or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) there are no actions, suitssuits or claims pending, claims or proceedings pending or, to the knowledge of the Company’s Knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan; (v) each Company Employee Plan nor(other than any Stock Option Plans) can be amended, terminated or otherwise discontinued after the Effective Time, without material liability to the Company’s KnowledgeParent, is Company or any of its Affiliates (other than ordinary administration expenses); (vi) there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the Company’s Knowledgeknowledge of the Company or any Affiliates, threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company Employee Plan. The ; and (vii) neither the Company has complied in all material respects nor any Affiliate is subject to any penalty or tax with the reporting and disclosure obligations respect to any Company Employee Plan under Section 502(i) of ERISA and or Sections 4975 through 4980 of the Code. All contributions required to be made under the terms of the Company Employee Plans have been timely made or, if not yet due, have been or will be properly accrued as liabilities of the Company on the Company’s Financial Statement.

Employee Plan Compliance. Each Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect in the case of (i), (ii), (v) and (vi), (i) and except as identified in Section 4.12(c) of the Company Disclosure Letter, each Company Employee Plan has been established established, administered, and maintained in accordance with its material terms and in all material respects in accordance with its terms and in material compliance with all applicable Laws, including ERISA and the Code. Each ; (ii) all the Company Employee Plan Plans that are intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is are so qualified and has either have received a favorable timely determination letter or opinion letter letters from the IRS with respect to and no such Company Employee Plan as to its qualified status under the Code or determination letter has a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter, andbeen revoked nor, to the Knowledge of the Company, nothing has occurred as to 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 Employee Plan which has resulted or no circumstance exists that is likely to result in the revocation loss of such qualification or which requires or could require action qualified status under Section 401(a) of the Code; (iii) the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the compliance resolution programs terms of the IRS to preserve such qualification. No each Company Employee Plan and no party applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in interest accordance with respect thereto has engaged 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 a “prohibited transaction,” which could subject accordance with its terms, without material liability to Parent, the Company Company, or any of the its Subsidiaries directly or indirectly to liability under Section 4975 (other than ordinary administration expenses and in respect of the Code or Sections 409 or 502(iaccrued benefits thereunder); (v) of ERISA. There there are no investigations, audits, inquiries, enforcement actions, suits, claims or proceedings Legal Actions 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 Knowledge of any Company Employee Plan nor, to the Company’s Knowledge, is there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the Company’s Knowledge, threatened by the IRS, DOL U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any other similar Governmental Entity with respect to any Company Employee Plan. The Company has complied in all material respects with ; (vi) there are no Legal Actions pending, or, to the reporting and disclosure obligations of ERISA and the Code. All contributions required to be made under the terms Knowledge of the Company, threatened in writing with respect to any Company Employee Plans have been timely made orPlan (in each case, if not yet due, have been or will be properly accrued as liabilities other than routine claims for benefits); (vii) to the Knowledge of the Company, neither the Company on nor any of its Company ERISA Affiliates has engaged in a transaction that could subject the Company’s Financial StatementCompany or any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA, and (viii) no Company Employee Plan is the subject of an application or filing under, or is a participant in, an amnesty, voluntary compliance, self-correction, or similar program sponsored by any Governmental Entity.

Employee Plan Compliance. Each Except as set forth on Schedule 3.11(d), (i) Company has performed in all respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan and each International Employee Plan, except where such non-performance, default or violation does not or could not reasonably be expected to have a Material Adverse Effect, and each Company Employee Plan and each International Employee Plan has been established and maintained in all material respects in accordance with its material terms and in all material respects in compliance with all applicable Laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code. Each ; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received (or was adopted using a prototype plan that received) a favorable determination letter determination, opinion, notification or opinion advisory letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter, and, letter and make any amendments necessary to obtain a favorable determination as to the Knowledge qualified status of the Company, nothing has occurred as to any each such Company Employee Plan and each International Plan meets, and since its establishment has met, the requirements for tax exemption or contributions, benefits, and/or invested assets which has resulted or is likely to result apply under local law (in the revocation jurisdiction in which the relevant plan operates), and the tax exempt status of such qualification no International Plan is the subject of examination or which requires or could require action under the compliance resolution programs of the IRS to preserve such qualification. No Company Employee Plan and pending cancellation, (iii) no party in interest with respect thereto has engaged in a “"prohibited transaction,” which could subject " within the Company or any meaning of Section 4975 of the Subsidiaries directly Code or indirectly to liability Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Sections 409 Section 408 of ERISA (or 502(iany administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) of ERISA. There there are no actions, suitssuits or claims pending, claims or proceedings pending or, to the knowledge of Company’s Knowledge, threatened (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or International Employee Plan against the assets of any Company Employee Plan noror International Employee Plan; (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time, without material liability to the Company’s KnowledgeParent, is Company or any of its Affiliates (other than ordinary administration expenses); (vi) there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the Company’s Knowledgeknowledge of Company or any Affiliates, threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company Employee Plan or International Employee Plan. The ; and (vii) neither Company has complied in all material respects nor any Affiliate is subject to any penalty or tax with the reporting and disclosure obligations respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4978 and the Code. All contributions required to be made under the terms 4980 of the Company Employee Plans have been timely made or, if not yet due, have been or will be properly accrued as liabilities of Code and neither the Company on the Company’s Financial Statementnor any subsidiary or Affiliate of it is subject to any penalty or tax with respect to any International Employee Plan.

Employee Plan Compliance. Each Except as set forth on Schedule 2.25(d), (i) the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation of any other party to, each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its material terms and in all material respects in compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code. Each ; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination letter determination, opinion, notification or opinion advisory letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter, and, letter and make any amendments necessary to obtain a favorable determination as to the Knowledge qualified status of the Company, nothing has occurred as to any each 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 Plan; (iii) no party in interest with respect thereto has engaged in a “"prohibited transaction,” which could subject ", within the Company or any meaning of the Subsidiaries directly or indirectly to liability under Section 4975 of the Code or Sections 409 or 502(i) 406 and 407 of ERISA. There , and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suitssuits or claims pending, claims or proceedings pending or, to the Company’s Knowledge, knowledge of the Company threatened (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan; and (v) each Company Employee Plan norcan be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Company’s Knowledge, is Parent or any of its Company Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the Company’s Knowledgeknowledge of the Company or any Company Affiliates, threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company Employee Plan. The ; and (vii) neither the Company has complied in all material respects nor any Company Affiliate is subject to any penalty or tax with the reporting and disclosure obligations respect to any Company Employee Plan under Section 501(i) of ERISA and or Section 4975 through 4980 of the Code. All contributions required to be made under the terms of the Company Employee Plans have been timely made or, if not yet due, have been or will be properly accrued as liabilities of the Company on the Company’s Financial Statement.

Employee Plan Compliance. Each Except in each case, as would not, individually or in the aggregate, result in a material liability to Company or as set forth on Part 3.12 of the Company Disclosure Letter: (i) Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its material terms and in all material respects in compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code. Each ; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of has received an opinion, determination, advisory or notification letter from the Code Internal Revenue Service that it is so qualified and has either received a favorable determination letter or opinion letter from the IRS with respect to such Company Employee Plan as to its qualified status under the Code or has remaining a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letterletter from the IRS, and, to the Knowledge of the Company, nothing and no event has occurred as to any since the date of such Company Employee Plan which has resulted or is likely determination that could reasonably be expected to result in the revocation of such qualification of, or which requires or could require action under the compliance resolution programs of the IRS to preserve materially adversely affect, such qualification. No Company Employee Plan and ; (iii) no party in interest with respect thereto has engaged in a “"prohibited transaction,” which could subject " within the Company or any meaning of the Subsidiaries directly or indirectly to liability under Section 4975 of the Code or Sections 409 or 502(i) 406 and 407 of ERISA. There , and not otherwise exempt under Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) there are no actions, suitssuits or claims pending, claims or proceedings pending or, to the knowledge of Company’s Knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan; (v) each Company Employee Plan nor(other than currently outstanding stock options) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Company’s KnowledgeParent, is Company or any of its Affiliates (other than expenses typically incurred in a termination event); (vi) there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the knowledge of Company’s Knowledge, threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company Employee Plan. The ; (vii) neither Company has complied in all material respects nor any Affiliate is subject to any penalty or tax with the reporting and disclosure obligations respect to any Company Employee Plan under Section 402(i) of ERISA and or Sections 4975 through 4980 of the Code. All ; and (viii) all contributions required due from Company or any Affiliate with respect to be made under the terms any of the Company Employee Plans have been timely made or, if not yet due, as required under ERISA or have been or will be properly accrued as liabilities of on the Company on the Company’s Financial StatementBalance Sheet.

Employee Plan Compliance. (i) Each Company Employee Plan has within the last six years been established established, administered, and maintained in accordance with its material terms and 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. Each ; (ii) all Company Employee Plan Plans that are intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is are so qualified and has either have received a favorable timely determination letter or opinion letter letters from the IRS with respect to and no such Company Employee Plan as to its qualified status under the Code or determination letter has a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter, andbeen revoked nor, to the Knowledge of the Company, nothing has occurred as to 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 Company Employee Plan which has resulted or no circumstance exists that is likely to result in the revocation loss of such qualification or which requires or could require action qualified status under Section 401(a) of the Code; (iii) Company, where applicable, has timely made all material contributions, benefits, premiums, and other material payments required by and due under the compliance resolution programs terms of the IRS to preserve such qualification. No each Company Employee Plan and no party applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by GAAP, and in interest accordance with Company’s historic accounting practices; (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 or Company (other than ordinary administration expenses and in respect thereto has engaged in a “prohibited transaction,” 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(iaccrued benefits thereunder); (v) of ERISA. There there are no investigations, audits, inquiries, enforcement actions, suits, claims or proceedings Legal Actions pending or, to the Knowledge of 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. There are no audits, inquiries or proceedings pending or, to the Company’s Knowledge, threatened by the IRS, DOL U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any other similar Governmental Entity with respect to any Company Employee Plan. The ; (vi) there are no material Legal Actions pending, or, to the Knowledge of Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vii) to the Knowledge of Company, neither Company nor any of its Company ERISA Affiliates has complied engaged in all material respects with the reporting and disclosure obligations of a transaction that would reasonably be expected to subject Company or any Company ERISA and the Code. All contributions required Affiliate to be made under the terms a tax or penalty imposed by either Section 4975 of the Company Employee Plans have been timely made or, if not yet due, have been Code or will be properly accrued as liabilities Section 502(i) of the Company on the Company’s Financial StatementERISA.

Employee Plan Compliance. Each (i) The Company has performed in all material respects all obligations required to be performed by it under each Company Employee Plan and each Company Employee Plan has been established and maintained in all material respects in accordance with its material terms and in all material respects in compliance with all applicable LawsLaw, including ERISA and the Code. Each ; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination letter or opinion letter from the IRS with respect to such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the so called “GUST” and EGTRRA legislation, or has a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter, and, letter or has been established under a standardized prototype plan for which an IRS opinion letter has been obtained by the plan sponsor and is valid as 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 adopting employer; (iii) no party in interest with respect thereto has engaged in a non-exempt “prohibited transaction,” which could subject within the Company or any meaning of the Subsidiaries directly or indirectly to liability under Section 4975 of the Code or Sections 409 or 502(i) Section 406 of ERISA. There , has occurred with respect to any Company Employee Plan; (iv) there are no actions, suitssuits or claims pending, claims or proceedings pending or, to the Company’s Knowledge, threatened or anticipated (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan; (v) each Company Employee Plan norcan be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Company’s Knowledge, is Parent or any of its ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the Company’s Knowledge, threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company Employee Plan. The Company has complied in ; (vii) all material respects with annual reports and other filings required by the reporting and disclosure obligations of ERISA and DOL or the Code. All contributions required to be made under the terms of the Company Employee Plans IRS have been timely made or, if not yet due, have been made; (viii) neither the Company or will be properly accrued as liabilities any ERISA Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 501(i) of ERISA or Section 4975 through 4980D of the Code; and (ix) no Company on the Company’s Financial StatementEmployee Plan is sponsored or maintained by any Co-Employer.

Employee Plan Compliance. Each (i) The Company and each Subsidiary has performed all obligations required to be performed by it under each Company Employee Plan in all material respects and each Company Employee Plan has been established and maintained in accordance with its material terms and in all material respects in compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code. Each ; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination letter or opinion letter from the IRS with respect to such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the so called "GUST" and EGTRRA legislation, or has a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a letter, and, 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 ; (iii) no party in interest with respect thereto has engaged in a “non-exempt "prohibited transaction,” which could subject " within the Company or any meaning of the Subsidiaries directly or indirectly to liability under Section 4975 of the Code or Sections 409 or 502(i) Section 406 of ERISA. There , has occurred with respect to any Company Employee Plan; (iv) there are no actions, suitssuits or claims pending, claims or proceedings pending or, to the knowledge of the Company’s Knowledge, threatened or anticipated (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan; and (v) each Company Employee Plan norcan be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Company’s Knowledge, is any of its Subsidiaries, Parent or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there any reasonable basis therefor. There are no audits, inquiries or proceedings pending or, to the knowledge of the Company’s Knowledge, threatened by the IRS, IRS or DOL or any other Governmental Entity with respect to any Company Employee Plan. The Company has complied in ; (vii) all material respects with annual reports and other filings required by the reporting and disclosure obligations of ERISA and DOL or the Code. All contributions required to be made under the terms of the Company Employee Plans IRS have been timely made or, if not yet due, have been made; and (viii) neither the Company nor any of its Subsidiaries nor any Affiliate is subject to any penalty or will be properly accrued as liabilities tax with respect to any Company Employee Plan under Section 501(i) of ERISA or Section 4975 through 4980D of the Company on the Company’s Financial StatementCode.