Common use of Employee Plan Compliance Clause in Contracts

Employee Plan Compliance. (i) The Company have performed all ------------------------ obligations required to be performed by them under each Employee Plan and each Employee Plan has been established and maintained in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including ERISA and the Code; (ii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any Company Employee Plan; (iii) there are no actions, suits or claims pending, or, to the knowledge of the Company or the Principal Shareholders threatened or anticipated (other than routine claims for benefits) against any Employee Plan or against the assets of any Employee Plan; (iv) each Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date in accordance with its terms, without liability to the Company, Parent or Sub (other than ordinary administration expenses typically incurred in a termination event); (v) there are no inquiries or proceedings pending or, to the knowledge of the Company or any Principal Shareholders threatened by the IRS or DOL with respect to any Company Employee Plan; and (vi) the Company is not subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Section 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Schedule 2.20(d), (i) The the Company have has performed in all ------------------------ material respects all obligations required to be performed by them it under each Company Employee Plan Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) no "prohibited transaction," ", within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any Company Employee Plan; (iii) there are no actions, suits or claims pending, or, to the knowledge of the Company or the Principal Shareholders Company, threatened or anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; and (iv) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date Effective Time in accordance with its terms, without liability to the Company, Parent or Sub any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (v) there are no inquiries or proceedings pending or, to the knowledge of the Company or any Principal Shareholders affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vi) neither the Company nor any Affiliate is not subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company have performed all ------------------------ obligations required to be performed by them under each Employee Plan and each Employee Plan has been established and maintained in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including ERISA and the Code; (ii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any Company Employee Plan; (iii) there are no actions, suits or claims pending, or, to the knowledge of the Company or the Principal Shareholders threatened or anticipated (other than routine claims for benefits) against any Employee Plan or against the assets of any Employee Plan; (iviii) each Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date in accordance with its terms, without liability to the Company, Parent or Sub (other than ordinary administration expenses typically incurred in a termination event); (viv) there are no inquiries or proceedings pending or, to the knowledge of the Company or any Principal Shareholders threatened by the IRS or DOL with respect to any Company Employee Plan; and (viv) the Company is not subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company have performed all ------------------------ obligations required to be performed by them under each Employee Plan and each Employee Plan has been established and maintained in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including ERISA and the Code; (ii) no "prohibited transaction," ---------------------- within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any Company Employee Plan; (iii) there are no actions, suits or claims pending, or, to the knowledge of the Company or the Principal Shareholders threatened or anticipated (other than routine claims for benefits) against any Employee Plan or against the assets of any Employee Plan; (iviii) each Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date in accordance with its terms, without liability to the Company, Parent or Sub (other than ordinary administration expenses typically incurred in a termination event); (viv) there are no inquiries or proceedings pending or, to the knowledge of the Company or any Principal Shareholders threatened by the IRS or DOL with respect to any Company Employee Plan; and (viv) the Company is not subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company and its Affiliates (as defined above) have performed in all ------------------------ material respects all obligations required to be performed by them it under each Company Employee Plan and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any Company Employee Plan; (iii) there are no actions, suits or claims pending, or, to the knowledge of the Company or the Principal Shareholders Company, threatened or anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (iv) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date Effective Time in accordance with its terms, without liability to the Company, Parent or Sub any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (v) there are no inquiries or proceedings pending or, to the knowledge of the Company or any Principal Shareholders affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vi) neither the Company nor any Affiliate is not subject to any penalty or tax with respect to any Company Employee Plan under Section 402(iSections 502(i) of ERISA or Section Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company have has performed in all ------------------------ material respects all obligations required to be performed by them it under each Company Employee Plan Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) no "prohibited transaction," ", within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any Company Employee PlanPlan which may give rise to a material liability; (iii) there are no actions, suits or claims pending, or, to the knowledge of the Company or the Principal Shareholders Company, threatened or anticipated (other than routine claims for benefits) against any Employee Plan or against the assets of any Company Employee Plan; and (iv) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date Effective Time in accordance with its terms, without material liability to the Company, Parent or Sub any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (v) there are no inquiries or proceedings pending or, to the knowledge of the Company or any Principal Shareholders affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vi) neither the Company nor any Affiliate is not subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Section Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company have has performed in ------------------------ all ------------------------ material respects all obligations required to be performed by them it under each Company Employee Plan Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any Company Employee Plan; (iii) as of the date hereof, there are no actions, suits or claims pending, or, to the knowledge of the Company or the Principal Shareholders Company, threatened or anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; and (iv) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date Effective Time in accordance with its terms, without liability to the Company, Parent or Sub any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (v) as of the date hereof, there are no inquiries or proceedings pending or, to the knowledge of the Company or any Principal Shareholders affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vi) neither the Company nor any Affiliate is not subject to any material penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company have has performed in all ------------------------ material respects all obligations required to be performed by them it under each Company Employee Plan and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any Company Employee Plan; (iii) there are no actions, suits or claims pending, or, to the knowledge of the Company or the Principal Shareholders Company, threatened or anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (iv) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date Effective Time in accordance with its terms, without liability to the Company, Parent or Sub any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (v) there are no inquiries or proceedings pending or, to the knowledge of the Company or any Principal Shareholders affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; , and (vi) neither the Company nor any Affiliate is not subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company have has performed in all ------------------------ material respects all obligations required to be performed by them it under each Employee Plan and Employee Agreement and each Employee Plan and Employee Agreement has been established and maintained in accordance material conformity with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including ERISA and the Code; (ii) no "prohibited transaction," within the meaning of each Employee Plan intended to qualify under Section 4975 401(a) of the Code or and each trust intended to qualify under Section 406 501(a) of ERISA, the Code has occurred either received a favorable determination letter with respect to each such Plan from the IRS or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any Company Employee Planamendments necessary to obtain a favorable determination; (iii) there are no actions, suits or claims pending, or, to the knowledge of the Company or the Principal Shareholders Company, threatened or anticipated (other than routine claims for benefits) against any Employee Plan or against the assets of any Employee Plan; (iv) each Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date Effective Time in accordance with its terms, without liability to the Company, Parent any of the Company Subsidiaries, Parent, Acquisition Company or Sub any Affiliate (other than ordinary administration expenses typically incurred in a termination event); and (v) there are no inquiries or proceedings pending or, to the knowledge of the Company or any Principal Shareholders Company, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vi) the Company is not subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company have has performed in all ------------------------ material respects all obligations required to be performed by them it under each Company Employee Plan and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any Company Employee Plan; (iii) there are no actions, suits or claims pending, or, to the knowledge of the Company or the Principal Shareholders Company, threatened or anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; and (iv) except as described in Schedule 2.20(d), each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date Effective Time in accordance with its terms, without liability to the Company, Parent or Sub any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (v) there are no inquiries or proceedings pending or, to the knowledge of the Company or any Principal Shareholders affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vi) neither the Company nor any Affiliate is not subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Section 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth in Exhibit C, (i) ------------------------ --------- The Company have has performed in all ------------------------ material respects all obligations required to be performed by them it under each Employee Plan and each Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including ERISA and the Code; (ii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any Company Employee Plan; (iii) there are no actions, suits or claims pending, or, to the knowledge of the Company or the Principal Shareholders threatened or anticipated (other than routine claims for benefits) against any Employee Plan or against the assets of any Employee Plan; (iviii) each Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date in accordance with its terms, without liability to the Company, Parent or Sub (other than ordinary administration expenses typically incurred in a termination event); (viv) there are no inquiries or proceedings pending or, to the knowledge of the Company or any Principal Shareholders threatened by the IRS or DOL with respect to any Company Employee Plan; and (viv) the Company is not subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company have performed all ------------------------ obligations required to be performed by them under each Employee Plan and each Employee Plan has been established and maintained in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including ERISA and the Code; (ii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any Company Employee Plan; (iii) there are no actions, suits or claims pending, or, to the knowledge of the Company or the Principal Shareholders Stockholders threatened or anticipated (other than routine claims for benefits) against any Employee Plan or against the assets of any Employee Plan; (iv) each Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date in accordance with its terms, without liability to the Company, Parent or Sub (other than ordinary administration expenses typically incurred in a termination event); (v) there are no inquiries or proceedings pending or, to the knowledge of the Company or any Principal Shareholders Stockholders threatened by the IRS or DOL with respect to any Company Employee Plan; and (vi) the Company is not subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Section 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Schedule 2.20(d), (i) The the Company and its Affiliates have performed in all ------------------------ material respects all obligations required to be performed by them it under each Company Employee Plan and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulationsApplicable Laws, including ERISA and the Code; (ii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any Company Employee Plan; (iii) there are no actions, suits or claims Proceedings pending, or, to the knowledge Knowledge of the Company or the Principal Shareholders its Affiliates, threatened or anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (iv) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date Effective Time in accordance with its terms, without liability Liability to the Company, Parent Acquiror or Sub any of its Affiliates (other than amounts accrued to be paid to the plan in the Company Financials and ordinary administration expenses typically incurred in a termination event); (v) there are no inquiries or proceedings Proceedings pending or, to the knowledge Knowledge of the Company or any Principal Shareholders Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vi) neither the Company nor any Affiliate is not subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Section 4975 through 4980 of the Code.any

Employee Plan Compliance. Except as set forth on Schedule 2.20(d), (i) The each Company have performed all ------------------------ obligations required to be performed by them under each Employee Plan and each Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) no "prohibited transaction," ", within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any Company Employee Plan; (iii) there are no actions, suits or claims pending, or, to the knowledge of the Company or the Principal Shareholders Company, threatened or anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; and (iv) each Company Employee Plan under its applicable terms can be amended, terminated or otherwise discontinued after the Closing Date Effective Time in accordance with its terms, without liability to the Company, Parent or Sub any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (v) there are no inquiries or proceedings pending or, to the knowledge of the Company or any Principal Shareholders Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vi) neither the Company nor any Affiliate is not subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company have has performed all ------------------------ obligations required to be performed by them it under each Employee Plan and each Employee Plan has been established and maintained in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including ERISA and the Code; (ii) no "prohibited transaction," ---------------------- within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any Company Employee Plan; (iii) there are no actions, suits or claims pending, or, to the knowledge of the Company or the Principal Shareholders threatened or anticipated (other than routine claims for benefits) against any Employee Plan or against the assets of any Employee Plan; (iviii) each Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date in accordance with its terms, without liability to the Company, Parent or Sub (other than ordinary administration expenses typically incurred in a termination event); (viv) there are no inquiries or proceedings pending or, to the knowledge of the Company or any Principal Shareholders threatened by the IRS or DOL with respect to any Company Employee Plan; and (viv) the Company is not subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company have has performed all ------------------------ obligations required to be performed by them under each Employee Plan and each Employee Plan has been established and maintained in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including ERISA and the Code; (ii) no "prohibited transaction," ---------------------- within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any Company Employee Plan; (iii) there are no actions, suits or claims pending, or, to the knowledge of the Company or the Principal Shareholders any Company Shareholder, threatened or anticipated (other than routine claims for benefits) against any Employee Plan or against the assets of any Employee Plan; (iviii) each Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date in accordance with its terms, without liability to the Company, Parent or Sub (other than ordinary administration expenses typically incurred in a termination event); (viv) there are no inquiries or proceedings pending or, to the knowledge of the Company or any Principal Shareholders Company Shareholder, threatened by the IRS or DOL with respect to any Company Employee Plan; and (viv) the Company is not subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Section 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Schedule 3.20(d), (i) The the Company have has performed in all ------------------------ material respects all obligations required to be performed by them it under each Company Employee Plan and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) no "prohibited transaction," ", within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any Company Employee Plan; (iii) there are no actions, suits or claims pending, or, to the knowledge of the Company or the Principal Shareholders Company Shareholders, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; and (iv) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date in accordance with its terms, without liability to the Company, Parent or Sub any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (v) there are no inquiries or proceedings pending or, to the knowledge of the Company or any Principal Shareholders the Company Shareholders, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vi) neither the Company nor any Affiliate is not subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company have has performed in all ------------------------ material respects all obligations required to be performed by them it under each Company Employee Plan and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) no "prohibited transaction," ", within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any Company Employee Plan; (iii) there are no actions, suits or claims pending, or, to the knowledge of the Company or the Principal Shareholders Company, threatened or anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; and (iv) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date Effective Time in accordance with its terms, without liability to the Company, Parent or Sub any of its Affiliates (other than ordinary administration expenses and other liabilities typically incurred in a termination event); (v) there are no inquiries or proceedings pending or, to the knowledge of the Company or any Principal Shareholders Company, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vi) neither the Company nor any Affiliate is not subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company have has performed in all ------------------------ material respects all obligations required to be performed by them it under each Company Employee Plan and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) no "prohibited transaction," ", within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any Company Employee Plan; (iii) there are no actions, suits or claims pending, or, to the knowledge of the Company or the Principal Shareholders Company, threatened or anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; and (iv) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date Effective Time in accordance with its terms, without liability to the Company, Parent or Sub any of its Affiliates (other than ordinary administration expenses and other liabilities typically incurred in a termination event); (v) there are no inquiries or proceedings pending or, to the knowledge of the Company or any Principal Shareholders Company, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vi) neither the Company nor any Affiliate is not subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company have has performed all ------------------------ obligations required to be performed by them under each Employee Plan and each Employee Plan has been established and maintained in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including ERISA and the Code; (ii) no "prohibited transaction," ---------------------- within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any Company Employee Plan; (iii) there are no actions, suits or claims pending, or, to the knowledge of the Company or the Principal Shareholders threatened or anticipated (other than routine claims for benefits) against any Employee Plan or against the assets of any Employee Plan; (iviii) each Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date in accordance with its terms, without liability to the Company, Parent or Sub (other than ordinary administration expenses typically incurred in a termination event); (viv) there are no inquiries or proceedings pending or, to the knowledge of the Company or any Principal Shareholders threatened by the IRS or DOL with respect to any Company Employee Plan; and (viv) the Company is not subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company have has performed in all ------------------------ material respects all obligations required to be performed by them it under each Employee Plan and each Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the 33 Code; (ii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any Company Employee Plan; (iii) there are no actions, suits or claims pending, or, to the knowledge of the Company or the Principal Shareholders Company, threatened or anticipated (other than routine claims for benefits) against any Employee Plan or against the assets of any Employee Plan; and (iv) each Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date in accordance with its terms, without liability to the Company, Parent the Purchaser or Sub any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (v) there are no inquiries or proceedings pending or, to the knowledge of the Company or any Principal Shareholders affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vi) neither the Company nor any Affiliate is not subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company have performed all ------------------------ obligations required to be performed by them under each Employee Plan and each Employee Plan has been established and maintained in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including ERISA and the Code; (ii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any Company Employee Plan; (iii) there are no actions, suits or claims pending, or, to the knowledge of the Company or the Principal Shareholders Shareholder threatened or anticipated (other than routine claims for benefits) against any Employee Plan or against the assets of any Employee Plan; (iviii) each Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date in accordance with its terms, without liability to the Company, Parent or Sub (other than ordinary administration expenses typically incurred in a termination event); (viv) there are no inquiries or proceedings pending or, to the knowledge of the Company or any Principal Shareholders Shareholder threatened by the IRS or DOL with respect to any Company Employee Plan; and (viv) the Company is not subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Section 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Schedule 4.18(d), (i) The the Company have has performed in all ------------------------ material respects all obligations required to be performed by them it under each the Company Employee Plan and each the Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to, ERISA and or the Code; (ii) no "prohibited transaction," ", within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any the Company Employee Plan; (iii) there are no actions, suits or claims pending, or, to the knowledge of the Company Company, Principal or the Principal Shareholders Stockholder, threatened or reasonably anticipated (other than routine claims for benefits) against any the Company Employee Plan or against the assets of any the Company Employee Plan; and (iv) each the Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing Merger Date in accordance with its terms, without liability to the Company, Parent any Company Affiliate, Subsidiary or Sub any Subsidiary Affiliate (other than ordinary administration expenses typically incurred in a termination event); (v) there are no inquiries or proceedings pending or, to the knowledge of the Company Company, Principal or any Principal Shareholders Stockholder, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vi) the neither Company nor any Company Affiliate is not subject to any penalty or tax with respect to any the Company Employee Plan under Section 402(i) of ERISA or Section 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Schedule 2.20(d), (i) The Company have has performed in all ------------------------ material respects all obligations required to be performed by them it under each Company Employee Plan Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) no "prohibited transaction," ", within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any Company Employee Plan; (iii) there are no actions, suits or claims pending, or, to the knowledge of the Company or the Principal Shareholders Company, threatened or anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; and (iv) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date Effective Time in accordance with its terms, without liability to the Company, Parent or Sub any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (v) there are no inquiries or proceedings pending or, to the knowledge of the Company or any Principal Shareholders Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vi) the neither Company nor any Affiliate is not subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Section Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Schedule 2.20(d), (i) The the Company have has performed all ------------------------ obligations required to be performed by them it under each Company Employee Plan and each Company Employee Plan has been established and maintained in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) no "prohibited transaction," ", within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any Company Employee Plan; (iii) there are no actions, suits or claims pending, or, to the knowledge of the Company or the Principal Shareholders Company, threatened or anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; and (iv) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date Effective Time in accordance with its terms, without liability to the Company, Parent or Sub any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (v) there are no inquiries or proceedings pending or, to the knowledge of the Company or any Principal Shareholders affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vi) neither the Company nor any Affiliate is not subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company have has performed all ------------------------ obligations required to be performed by them it under each Employee Plan and each Employee Plan has been established and maintained in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including ERISA and the Code, in all material respects; (ii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any Company Employee Plan; (iii) there are no actions, suits or claims pending, or, to the knowledge of the Company or the Principal Shareholders threatened or anticipated (other than routine claims for benefits) against any Employee Plan or against the assets of any Employee Plan; (iv) each Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date in accordance with its terms, without liability to the Company, Parent or Sub (other than ordinary administration expenses typically incurred in a termination event); (v) there are no inquiries or proceedings pending or, to the knowledge of the Company or any Principal Shareholders threatened by the IRS or DOL with respect to any Company Employee Plan; and (vi) the Company is not subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company have has performed in all ------------------------ material respects all obligations required to be performed by them it under each Company Employee Plan and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) no 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; (iii) there are no actions, suits or claims pending, or, to the knowledge Knowledge of the Company or the Principal Shareholders Company, threatened or anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; and (iv) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date Effective Time in accordance with its terms, without liability to the Company, Parent or Sub any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (v) there are no inquiries or proceedings pending or, to the knowledge Knowledge of the Company or any Principal Shareholders affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vi) the neither Company nor any Affiliate is not subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Section 4975 through 4980 of the Code.