Common use of Employee Plan Compliance Clause in Contracts

Employee Plan Compliance. Inovio and the Inovio ERISA Affiliates have performed in all material respects all obligations required to be performed by them under, are not in default or violation of, and have no Knowledge of any default or violation by any other party to each Inovio Employee Plan, and each Inovio Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable Legal Requirements, including but not limited to ERISA or the Code. Any Inovio Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination, and (ii) incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. The remedial amendment period under Section 401(b) of the Code has not expired with respect to any amendment to any such Inovio Employee Plan adopted after the date of the most recent such determination, notification, advisory and/or opinion letter. For each Inovio Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Knowledge of Inovio, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. 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 Inovio Employee Plan, which would individually or in the aggregate result in material liability to Inovio. There are no material actions, suits or claims pending, or, to the Knowledge of Inovio, threatened or reasonably anticipated (other than routine claims for benefits) against any Inovio Employee Plan or against the assets of any Inovio Employee Plan. Neither Inovio nor any Inovio ERISA Affiliate has received any written notice that any Inovio Employee Plan or any fiduciary thereof is presently the direct or indirect subject of an audit, investigation or examination by any governmental or quasi-governmental agency, and no such action has been threatened. Neither Inovio nor any Inovio ERISA Affiliate has incurred any liability or civil penalty under ERISA or liability for any tax or excise tax arising under the Code with respect to any Inovio Employee Plan, and no event has occurred and no condition or circumstance exists that could reasonably be expected to give rise to any such liability with respect to any such Inovio Employee Plan.

Employee Plan Compliance. Inovio VGX and the Inovio VGX ERISA Affiliates have performed in all material respects all obligations required to be performed by them under, are not in default or violation of, and have no Knowledge of any default or violation by any other party to each Inovio VGX Employee Plan, and each Inovio VGX Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable Legal Requirements, including but not limited to ERISA or the Code. Any Inovio VGX Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination, and (ii) incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. The remedial amendment period under Section 401(b) of the Code has not expired with respect to any amendment to any such Inovio VGX Employee Plan adopted after the date of the most recent such determination, notification, advisory and/or opinion letter. For each Inovio VGX Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Knowledge of InovioVGX, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Inovio VGX Employee Plan, which would individually or in the aggregate result in material liability to InovioVGX or any of its Subsidiaries. There are no material actions, suits or claims pending, or, to the Knowledge of InovioVGX, threatened or reasonably anticipated (other than routine claims for benefits) against any Inovio VGX Employee Plan or against the assets of any Inovio VGX Employee Plan. Neither Inovio VGX nor any Inovio VGX ERISA Affiliate has received any written notice that any Inovio VGX Employee Plan or any fiduciary thereof is presently the direct or indirect subject of an audit, investigation or examination by any governmental or quasi-governmental agency, and no such action has been threatened. Neither Inovio VGX nor any Inovio VGX ERISA Affiliate has incurred any liability or civil penalty under ERISA or liability for any tax or excise tax arising under the Code with respect to any Inovio VGX Employee Plan, and no event has occurred and no condition or circumstance exists that could reasonably be expected to give rise to any such liability with respect to any such Inovio VGX Employee Plan.

Employee Plan Compliance. Inovio The Company and the Inovio each ERISA Affiliates Affiliate have performed in all material respects all obligations required to be performed by them under, are not in material default or material violation of, and have the Company has no Knowledge of any default or violation by any other party to each Inovio to, any Company Employee Plan, and each Inovio Company Employee Plan has been registered, established and maintained in all material respects materially in accordance with its terms and in material compliance with all applicable Legal RequirementsLaws, including including, but not limited to to, ERISA or the Code. Any Inovio Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination, and (ii) incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. The remedial amendment legislation or still has a remaining period under Section 401(b) of the Code has not expired with respect time to any amendment to any make such Inovio Employee Plan adopted after the date of the most recent such determination, notification, advisory and/or opinion letteramendments. For each Inovio Company Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Knowledge of Inovio, Code there has been no event, condition or circumstance that has adversely affected or is reasonably likely to adversely affect such qualified status. No "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Inovio Company Employee PlanPlan for which the Company is or will be liable. Each Company Employee Plan can be amended, which would individually terminated, or otherwise discontinued after the Effective Time in the aggregate result in material accordance with its terms, without liability to InovioParent, the Company or any ERISA Affiliate (other than ordinary administration expenses). There are no material actions, suits or claims pending, pending or, to the Knowledge of Inoviothe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Inovio Company Employee Plan or against the assets of any Inovio Company Employee Plan. There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company or any ERISA Affiliate, threatened by the IRS, DOL, or any other Governmental Entity with respect to any Company Employee Plan. Neither Inovio the Company nor any Inovio ERISA Affiliate has received is subject to any written notice that any Inovio Employee Plan penalty or any fiduciary thereof is presently the direct or indirect subject of an audit, investigation or examination by any governmental or quasi-governmental agency, and no such action has been threatened. Neither Inovio nor any Inovio ERISA Affiliate has incurred any liability or civil penalty under ERISA or liability for any tax or excise tax arising under the Code Tax with respect to any Inovio Company Employee Plan, Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company has timely made all contributions and no event has occurred other payments required by and no condition or circumstance exists that could reasonably be expected to give rise to any such liability with respect to any such Inovio due under the terms of each Company Employee Plan.

Employee Plan Compliance. Inovio Fiberxon and the Inovio ERISA Affiliates its Subsidiaries have performed in all material respects all obligations required to be performed by them under, are not in default or violation of, and have no Knowledge of any default or violation by any other party to each Inovio Fiberxon Employee Plan, and each Inovio Fiberxon Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable Legal Requirements, including but not limited to ERISA or the Code. Any Inovio Fiberxon Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination, and (ii) incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. The remedial amendment period under Section 401(b) of the Code has not expired with respect to any amendment to any such Inovio Fiberxon Employee Plan adopted after the date of the most recent such determination, notification, advisory and/or opinion letter. For each Inovio Fiberxon Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Knowledge of InovioFiberxon, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Inovio Fiberxon Employee Plan, which would individually or in the aggregate result in material liability to InovioFiberxon. There are no material actions, suits or claims pending, or, to the Knowledge of InovioFiberxon, threatened or reasonably anticipated (other than routine claims for benefits) against any Inovio Fiberxon Employee Plan or against the assets of any Inovio Fiberxon Employee Plan. Neither Inovio Fiberxon nor any Inovio ERISA Affiliate of Fiberxon has received any written notice that any Inovio Fiberxon Employee Plan or any fiduciary thereof is presently the direct or indirect subject of an audit, investigation or examination by any governmental or quasi-governmental agency, and no such action has been threatened. Neither Inovio nor any Inovio ERISA Affiliate has incurred any liability or civil penalty under ERISA or liability for any tax or excise tax arising under the Code with respect to any Inovio Employee Plan, and no event has occurred and no condition or circumstance exists that could reasonably be expected to give rise to any such liability with respect to any such Inovio Employee Plan.

Employee Plan Compliance. Inovio Company, its subsidiaries and the Inovio its ERISA Affiliates have performed in all material respects all obligations required to be performed by them under, are not in default or violation of, and have no Knowledge knowledge of any default or violation by any other party to each Inovio Company Employee Plan, and each Inovio Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable Legal Requirements, including but not limited to ERISA or and the Code. Any Inovio Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination, and (ii) incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. The remedial amendment period under Section 401(b) of the Code Company has not expired with respect made available to any amendment to any such Inovio Employee Plan adopted after the date Acquiror a copy of the most recent IRS determination or opinion letter with respect to each such determination, notification, advisory and/or opinion letter. For each Inovio Company Employee Plan and nothing has occurred since the issuance of such letter that is intended could reasonably be expected to be cause the loss of tax-qualified under status of any Company Employee Plan subject to Section 401(a) of the Code, to the Knowledge of Inovio, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. 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 Inovio Company Employee Plan, which would individually or in the aggregate result in material liability to Inovio. There are no material actions, suits or claims pending, or, to the Knowledge knowledge of InovioCompany, threatened or reasonably anticipated (other than routine claims for benefits) against any Inovio Company Employee Plan or against the assets of any Inovio Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Acquiror, Company or any of its ERISA Affiliates (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or, to the knowledge of Company or any ERISA Affiliates, threatened by the IRS or DOL, or any other Governmental Entity with respect to any Company Employee Plan. Neither Inovio Company nor any Inovio ERISA Affiliate has received is subject to any written notice that any Inovio Employee Plan penalty or any fiduciary thereof is presently the direct or indirect subject of an audit, investigation or examination by any governmental or quasi-governmental agency, and no such action has been threatened. Neither Inovio nor any Inovio ERISA Affiliate has incurred any liability or civil penalty under ERISA or liability for any tax or excise tax arising under the Code with respect to any Inovio Company Employee Plan, Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. Company and no event has occurred each ERISA Affiliate have timely made all contributions and no condition or circumstance exists that could reasonably be expected to give rise to any such liability with respect to any such Inovio other payments required by and due under the terms of each Company Employee Plan.

Employee Plan Compliance. Inovio The Company and the Inovio ERISA Affiliates have each of its Subsidiaries has performed in all material respects all obligations required to be performed by them under, are is not in default or violation of, and have the Company and each of its Subsidiaries has no Knowledge of any default or violation by any other party to each Inovio to, any Company Employee Plan, and each Inovio Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable Legal Requirementslaws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. Any Inovio Except as set forth in SECTION 2.22(d) of the Disclosure Schedule, any Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, for or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination, and (ii) incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. The remedial amendment period under Section 401(b) of the Code has not expired with respect to any amendment to any such Inovio Employee Plan adopted after the date of the most recent such determination, notification, advisory and/or opinion letter. For each Inovio Company Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Knowledge of Inovio, Code there has been no event, condition or of circumstance that has adversely affected or is likely to adversely affect such qualified status. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Inovio Company Employee Plan, which would individually or in the aggregate result in material liability to Inovio. There are no material actions, suits or claims pending, pending or, to the Knowledge of InovioCompany's Knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Inovio Company Employee Plan or against the assets of any Inovio Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company, any of its Subsidiaries or any Affiliate (other than for benefits accrued to date and ordinary administration expenses). There are no audits, inquiries or proceedings pending or to the Knowledge of the Company or any Affiliates, threatened by the IRS, DOL, or any other Governmental Entity with respect to any Company Employee Plan. Neither Inovio the Company, any of its Subsidiaries nor any Inovio ERISA Affiliate has received is subject to any written notice that any Inovio Employee Plan penalty or any fiduciary thereof is presently the direct or indirect subject of an audit, investigation or examination by any governmental or quasi-governmental agency, and no such action has been threatened. Neither Inovio nor any Inovio ERISA Affiliate has incurred any liability or civil penalty under ERISA or liability for any tax or excise tax arising under the Code with respect to any Inovio Company Employee Plan, Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and no event has occurred each of its Subsidiaries have made all contributions and no condition or circumstance exists that could reasonably be expected to give rise to any such liability with respect to any such Inovio other payments required by and due under the terms of each Company Employee Plan.

Employee Plan Compliance. Inovio The Company and the Inovio its ERISA Affiliates have performed in all material respects all obligations required to be performed by them under, are not in default or violation of, and have no Knowledge of any default or violation by any other party to each Inovio Company Employee Plan, and each Inovio Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable Legal Requirementslaws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. Any Inovio Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination, and (ii) incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. The remedial amendment period under Section 401(b) of the Code has not expired with respect to any amendment to any such Inovio Employee Plan adopted after the date of the most recent such determination, notification, advisory and/or opinion letter. For each Inovio Company Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Knowledge of Inovio, Code there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Inovio Company Employee Plan. As of the date hereof, which would individually or in the aggregate result in material liability to Inovio. There there are no material actions, suits or claims pending, or, to the Knowledge of Inoviothe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Inovio Company Employee Plan or against the assets of any Inovio Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, Company or any of its ERISA Affiliates (other than ordinary administration expenses). As of the date hereof, there are no audits, inquiries or proceedings pending or, to the Knowledge of the Company or any ERISA Affiliates, threatened by the IRS or DOL, or any other Governmental Entity with respect to any Company Employee Plan. Neither Inovio the Company nor any Inovio ERISA Affiliate has received is subject to any written notice that any Inovio Employee Plan penalty or any fiduciary thereof is presently the direct or indirect subject of an audit, investigation or examination by any governmental or quasi-governmental agency, and no such action has been threatened. Neither Inovio nor any Inovio ERISA Affiliate has incurred any liability or civil penalty under ERISA or liability for any tax or excise tax arising under the Code with respect to any Inovio Company Employee Plan, Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and no event has occurred each ERISA Affiliate have timely made all contributions and no condition or circumstance exists that could reasonably be expected to give rise to any such liability with respect to any such Inovio other payments required by and due under the terms of each Company Employee Plan.

Employee Plan Compliance. Inovio The Company and the Inovio its ERISA Affiliates have performed in all material respects all obligations required to be performed by them under, are not in default or violation of, and have no Knowledge of any default or violation by any other party to each Inovio Employee Plan, and each Inovio Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable Legal Requirementslaws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. Any Inovio Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination, and (ii) incorporates or has been amended to incorporate all provisions required as of the Closing Date to comply with the Tax Reform Act of 1986 and subsequent legislation. The remedial amendment period under Section 401(b) of the Code has not expired with respect to any amendment to any such Inovio Employee Plan adopted after the date of the most recent such determination, notification, advisory and/or opinion letter. For each Inovio Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Knowledge of Inovio, Code there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Inovio Employee Plan, which would individually or in the aggregate result in material liability to Inovio. There are no material actions, suits or claims pending, or, to the Knowledge of Inoviothe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Inovio Employee Plan or against the assets of any Inovio Employee Plan. Neither Inovio nor any Inovio ERISA Affiliate has received any written notice that any Inovio Each Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to Parent, the Company or any fiduciary thereof is presently of its ERISA Affiliates (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or, to the direct Knowledge of the Company or indirect subject of an auditany ERISA Affiliates, investigation threatened by the IRS or examination by DOL, or any governmental or quasi-governmental agency, and no such action has been threatened. Neither Inovio nor any Inovio ERISA Affiliate has incurred any liability or civil penalty under ERISA or liability for any tax or excise tax arising under the Code other Governmental Entity with respect to any Inovio Employee Plan. To the Knowledge of the Company, and no event has occurred and no condition or circumstance exists that could reasonably be expected to give rise neither the Company nor any ERISA Affiliate is subject to any such liability penalty or tax with respect to any such Inovio Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and each ERISA Affiliate have timely made all contributions and other payments required by and due under the terms of each Employee Plan.

Employee Plan Compliance. Inovio Xxxxx Xxxxx and the Inovio its ERISA Affiliates have performed in all material respects all obligations required to be performed by them under, are not in default or violation of, and have no Knowledge knowledge of any default or violation by any other party to each Inovio Xxxxx Xxxxx Employee Plan, and each Inovio Xxxxx Xxxxx Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable Legal Requirementslaws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. Any Inovio Xxxxx Xxxxx Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination, and (ii) incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. The remedial amendment period under Section 401(b) of the Code has not expired with respect to any amendment to any such Inovio Employee Plan adopted after the date of the most recent such determination, notification, advisory and/or opinion letter. For each Inovio Xxxxx Xxxxx Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Knowledge of Inovio, Code there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Inovio Xxxxx Xxxxx Employee Plan, which would individually or in the aggregate result in material liability to Inovio. There are no material actions, suits or claims pending, or, to the Knowledge knowledge of InovioXxxxx Xxxxx, threatened or reasonably anticipated (other than routine claims for benefits) against any Inovio Xxxxx Xxxxx Employee Plan or against the assets of any Inovio Xxxxx Xxxxx Employee Plan. Each Xxxxx Xxxxx Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to Recruitsoft, Xxxxx Xxxxx or any of its ERISA Affiliates (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or, to the knowledge of Xxxxx Xxxxx or any ERISA Affiliates, threatened by the IRS or DOL, or any other Governmental Entity with respect to any Xxxxx Xxxxx Employee Plan. Neither Inovio Xxxxx Xxxxx nor any Inovio ERISA Affiliate has received is subject to any written notice that any Inovio Employee Plan penalty or any fiduciary thereof is presently the direct or indirect subject of an audit, investigation or examination by any governmental or quasi-governmental agency, and no such action has been threatened. Neither Inovio nor any Inovio ERISA Affiliate has incurred any liability or civil penalty under ERISA or liability for any tax or excise tax arising under the Code with respect to any Inovio Xxxxx Xxxxx Employee Plan, Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. Xxxxx Xxxxx and no event has occurred each ERISA Affiliate have timely made all contributions and no condition or circumstance exists that could reasonably be expected to give rise to any such liability with respect to any such Inovio other payments required by and due under the terms of each Xxxxx Xxxxx Employee Plan.

Employee Plan Compliance. Inovio and the Inovio ERISA Affiliates have performed in all material respects all obligations required to be performed by them under, are not in default or violation of, and have no Knowledge of any default or violation by any other party to each Inovio Employee Plan, and each Inovio Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable Legal Requirements, including but not limited to ERISA or the Code. Any Inovio Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination, and (ii) incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. The remedial amendment period under Section 401(b) of the Code has not expired with respect to any amendment to any such Inovio Employee Plan adopted after the date of the most recent such determination, notification, advisory and/or opinion letter. For each Inovio Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Knowledge of Inovio, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. 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 Inovio Employee Plan, which would individually or in the aggregate result in material liability to Inovio. There are no material actions, suits or claims pending, or, to the Knowledge of Inovio, threatened or reasonably anticipated (other than routine claims for benefits) against any Inovio Employee Plan or against the assets of any Inovio Employee Plan. Neither Inovio nor any Inovio ERISA Affiliate has received any written notice that any Inovio Employee Plan or any fiduciary thereof is presently the direct or indirect subject of an audit, investigation or examination by any governmental or quasi-governmental agency, and no such action has been threatened. Neither Inovio nor any Inovio ERISA Affiliate has incurred any liability or civil penalty under ERISA or liability for any tax or excise tax arising under the Code with respect to any Inovio Employee Plan, and no event has occurred and no condition or circumstance exists that could reasonably be expected to give rise to any such liability with respect to any such Inovio Employee Plan.

Employee Plan Compliance. Inovio VGX and the Inovio VGX ERISA Affiliates have performed in all material respects all obligations required to be performed by them under, are not in default or violation of, and have no Knowledge of any default or violation by any other party to each Inovio VGX Employee Plan, and each Inovio VGX Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable Legal Requirements, including but not limited to ERISA or the Code. Any Inovio VGX Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination, and (ii) incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. The remedial amendment period under Section 401(b) of the Code has not expired with respect to any amendment to any such Inovio VGX Employee Plan adopted after the date of the most recent such determination, notification, advisory and/or opinion letter. For each Inovio VGX Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Knowledge of InovioVGX, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Inovio VGX Employee Plan, which would individually or in the aggregate result in material liability to InovioVGX or any of its Subsidiaries. There are no material actions, suits or claims pending, or, to the Knowledge of InovioVGX, threatened or reasonably anticipated (other than routine claims for benefits) against any Inovio VGX Employee Plan or against the assets of any Inovio VGX Employee Plan. Neither Inovio VGX nor any Inovio VGX ERISA Affiliate has received any written notice that any Inovio VGX Employee Plan or any fiduciary thereof is presently the direct or indirect subject of an audit, investigation or examination by any governmental or quasi-governmental agency, and no such action has been threatened. Neither Inovio VGX nor any Inovio VGX ERISA Affiliate has incurred any liability or civil penalty under ERISA or liability for any tax or excise tax arising under the Code with respect to any Inovio VGX Employee Plan, and no event has occurred and no condition or circumstance exists that could reasonably be expected to give rise to any such liability with respect to any such Inovio VGX Employee Plan.

Employee Plan Compliance. Inovio The Company and the Inovio each ERISA Affiliates Affiliate have performed in all material respects all obligations required to be performed by them under, are not in default or violation in any material respect of, and have the Company has no Knowledge of any default or violation in any material respect by any other party to each Inovio to, any Company Employee Plan, and each Inovio Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance in all material respects with all applicable Legal RequirementsLaws, including including, but not limited to to, ERISA or the Code. Any Inovio Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained obtained, a favorable determination, notification, advisory and/or determination (or opinion letter, as applicable, ) as to its qualified status from the IRS or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination, and (ii) incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. The remedial amendment period under Section 401(b) of the Code has not expired with respect to any amendment to any such Inovio Employee Plan adopted after the date of the most recent such determination, notification, advisory and/or opinion letter. For each Inovio Company Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Knowledge of Inovio, Code there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No "“prohibited transaction," within ” with 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 Inovio Company Employee Plan. Each Company Employee Plan can be amended, which would individually terminated, or otherwise discontinued after the Effective Time in the aggregate result in material accordance with its terms, without liability to InovioParent, the Company or any ERISA Affiliate (other than ordinary administration expenses). There are no material actions, suits or claims pending, pending or, to the Knowledge of Inoviothe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Inovio Company Employee Plan or against the assets of any Inovio Company Employee Plan. There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company or any ERISA Affiliate, threatened by the IRS, DOL, or any other Governmental Entity with respect to any Company Employee Plan. Neither Inovio the Company nor any Inovio ERISA Affiliate has received is subject to any written notice that any Inovio Employee Plan penalty or any fiduciary thereof is presently the direct or indirect subject of an audit, investigation or examination by any governmental or quasi-governmental agency, and no such action has been threatened. Neither Inovio nor any Inovio ERISA Affiliate has incurred any liability or civil penalty under ERISA or liability for any tax or excise tax arising under the Code Tax with respect to any Inovio Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan, and no event has occurred and no condition or circumstance exists that could reasonably be expected to give rise to any such liability with respect to any such Inovio Employee Planexcept as would not result in material liability.

Employee Plan Compliance. Inovio The Acquired Companies and the Inovio their ERISA Affiliates have performed in all material respects all obligations required to be performed by them under, are not in default or violation of, and have no Knowledge knowledge of any default or violation by any other party to each Inovio Employee Plan, and each Inovio Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable Legal Requirementslaws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. Any Inovio Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination, and (ii) incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. The remedial amendment period under Section 401(b) of the Code has not expired with respect to any amendment to any such Inovio Employee Plan adopted after the date of the most recent such determination, notification, advisory and/or opinion letter. For each Inovio Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Knowledge of Inovio, Code there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Inovio Employee Plan, which would individually or in the aggregate result in material liability to Inovio. There are no material actions, suits or claims pending, or, to the Knowledge knowledge of Inoviothe Acquired Companies, threatened or reasonably anticipated (other than routine claims for benefits) against any Inovio Employee Plan or against the assets of any Inovio Employee Plan. Each Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date in accordance with its terms, without liability to Buyer, the Acquired Companies or any of their ERISA Affiliates (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or, to the knowledge of the Acquired Companies or any ERISA Affiliates, threatened by the IRS or DOL, or any other governmental entity with respect to any Employee Plan. Neither Inovio the Acquired Companies nor any Inovio ERISA Affiliate has received are subject to any written notice that any Inovio Employee Plan penalty or any fiduciary thereof is presently the direct or indirect subject of an audit, investigation or examination by any governmental or quasi-governmental agency, and no such action has been threatened. Neither Inovio nor any Inovio ERISA Affiliate has incurred any liability or civil penalty under ERISA or liability for any tax or excise tax arising under the Code with respect to any Inovio Employee Plan, Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Acquired Companies and no event has occurred each ERISA Affiliate have timely made all contributions and no condition or circumstance exists that could reasonably be expected to give rise to any such liability with respect to any such Inovio other payments required by and due under the terms of each Employee Plan.

Employee Plan Compliance. Inovio The Company and the Inovio its ERISA Affiliates have performed in all material respects all obligations required to be performed by them under, are not in default or violation of, and have no Knowledge knowledge of any default or violation by any other party to each Inovio Company Employee Plan, and each Inovio Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable Legal Requirementslaws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. Any Inovio Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i1) has either applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination, and (ii2) incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. The remedial amendment period under Section 401(b) of the Code has not expired with respect to any amendment to any such Inovio Employee Plan adopted after the date of the most recent such determination, notification, advisory and/or opinion letter. For each Inovio Company Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Knowledge of Inovio, Code there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Inovio Company Employee Plan, which would individually or in the aggregate result in material liability to Inovio. There are no material actions, suits or claims pending, or, to the Knowledge knowledge of Inoviothe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Inovio Company Employee Plan or against the assets of any Inovio Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to Buyer, Company or any of its ERISA Affiliates (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any ERISA Affiliates, threatened by the IRS or DOL, or any other Governmental Entity with respect to any Company Employee Plan. Neither Inovio the Company nor any Inovio ERISA Affiliate has received is subject to any written notice that any Inovio Employee Plan penalty or any fiduciary thereof is presently the direct or indirect subject of an audit, investigation or examination by any governmental or quasi-governmental agency, and no such action has been threatened. Neither Inovio nor any Inovio ERISA Affiliate has incurred any liability or civil penalty under ERISA or liability for any tax or excise tax arising under the Code with respect to any Inovio Company Employee Plan, Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and no event has occurred each ERISA Affiliate have timely made all contributions and no condition or circumstance exists that could reasonably be expected to give rise to any such liability with respect to any such Inovio other payments required by and due under the terms of each Company Employee Plan.

Employee Plan Compliance. Inovio and the Inovio ERISA Affiliates have performed in all material respects all obligations required to be performed by them under, are not in default or violation of, and have no Knowledge of any default or violation by any other party to each Inovio Employee Plan, and each Inovio Each Company Employee Plan has been established and maintained maintained, in all material respects respects, in accordance compliance with its terms and in compliance with all applicable Legal Requirements, Laws (including but not limited to ERISA or and the CodeCode and the regulations promulgated thereunder). Any Inovio Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either (A) applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determinationdetermination 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 that could reasonably be expected to 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. The remedial amendment period under Section 401(b) of the Code has not expired with respect to any amendment to any such Inovio Employee Plan adopted after the date of the most recent such determination, notification, advisory and/or opinion letter. For each Inovio Company Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Knowledge of Inovio, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. 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 Inovio Company Employee Plan, which would individually or in the aggregate result in material liability to Inovio. There are no material actions, suits Actions pending or claims pending, or, to the Knowledge of Inovio, reasonably threatened or reasonably anticipated (other than routine claims for benefits) against any Inovio Company Employee Plan or against the assets of any Inovio Company Employee Plan. Neither Inovio nor Each Company Employee Plan can 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 or any Inovio ERISA Affiliate has received any written notice that any Inovio Employee Plan (other than ordinary administration expenses and benefits accrued through the date of amendment, termination or discontinuance). There are no Actions pending or threatened by the IRS, DOL, or any fiduciary thereof is presently the direct or indirect subject of an audit, investigation or examination by any governmental or quasi-governmental agency, and no such action has been threatened. Neither Inovio nor any Inovio ERISA Affiliate has incurred any liability or civil penalty under ERISA or liability for any tax or excise tax arising under the Code other Governmental Entity with respect to any Inovio Company Employee Plan, and no event has occurred and no condition or circumstance exists that could reasonably be expected to give rise . None of the Company nor any ERISA Affiliate is subject to any such liability penalty or Tax with respect to any such Inovio Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and each of its ERISA Affiliates have timely made all contributions and other payments (including, but not limited to, insurance premiums) required by and due under the terms of each Company Employee Plan.

Employee Plan Compliance. Inovio The Company and the Inovio each of its ERISA Affiliates have performed has, in all material respects respects, performed all obligations required to be performed by them under, are is not in default or violation of, and have the Company and each of its ERISA Affiliates has no Knowledge of any default or violation by any other party to each Inovio to, any Company Employee Plan, and each Inovio Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable Legal Requirementslaws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. Any Inovio Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination, and (ii) incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. The remedial amendment period under Section 401(b) of the Code has not expired with respect to any amendment to any such Inovio Employee Plan adopted after the date of the most recent such determination, notification, advisory and/or opinion letter. For each Inovio Company Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Knowledge of Inovio, Code there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Inovio Company Employee Plan, which would individually or in the aggregate result in material liability to Inovio. There are no material actions, suits or claims pending, or, to the Knowledge of Inovio, pending or threatened or reasonably anticipated (other than routine claims for benefits) against any Inovio Company Employee Plan or against the assets of any Inovio Company Employee Plan. Neither Inovio nor Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Buyer, the Company or any Inovio ERISA Affiliate has received any written notice (other than ordinary administration expenses or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that any Inovio were previously earned, vested or accrued under Company Employee Plan Plans prior to the Effective Time). There are no audits, inquiries or proceedings pending or threatened by the IRS, DOL, or any fiduciary thereof is presently the direct or indirect subject of an audit, investigation or examination by any governmental or quasi-governmental agency, and no such action has been threatened. Neither Inovio nor any Inovio ERISA Affiliate has incurred any liability or civil penalty under ERISA or liability for any tax or excise tax arising under the Code other Governmental Entity with respect to any Inovio Company Employee Plan, and no event has occurred and no condition or circumstance exists that could reasonably be expected to give rise . None of the Company nor any ERISA Affiliate is subject to any such liability penalty or Tax with respect to any such Inovio Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and each of its ERISA Affiliates have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan.