Common use of Employee Plan Compliance Clause in Contracts

Employee Plan Compliance. (i) The Company has performed all obligations required to be performed by it under, is not in default or violation of, and the Company, Indemnitors and Stockholders have no Knowledge of any default or violation by any other party to 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 but not limited to ERISA or the Code; (ii) 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 Employee Plan; (iii) there are no actions, suits or claims pending, or, to the Knowledge of the Company, Indemnitors or the Stockholders, threatened nor, to the Knowledge of the Company, Indemnitors or the Stockholders, is there any basis therefor (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 in accordance with its terms, without liability to Parent, the Company or any Affiliate (other than ordinary administration expenses); (v) there are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, Indemnitors or the Stockholders or any Affiliates, threatened by the IRS or DOL with respect to any Employee Plan; and (vi) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company has performed all obligations required to be performed by it under, is not in default or violation of, and the Company, Indemnitors and Stockholders have no Knowledge of any default or violation by any other party to under each Employee Plan, 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 but not limited to ERISA or and the Code; (ii) each Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter with respect to each such Employee 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 amendments necessary to obtain a favorable determination; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections Section 406 and or 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Employee Plan; (iiiiv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of the Company, Indemnitors threatened or the Stockholders, threatened nor, to the Knowledge of the Company, Indemnitors or the Stockholders, is there any basis therefor anticipated (other than routine claims for benefits) ), against any Employee Plan or against the assets of any Employee Plan; (ivv) each Employee Plan can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without liability to the Company, Parent, the Company Sub or any Affiliate (other than ordinary administration expensesexpenses typically incurred in a termination event); (vvi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the Company, Indemnitors or the Stockholders Company or any Affiliates, threatened by the IRS or DOL with respect to any Employee Plan; and (vivii) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Employee Plan under Section 502(i402(i) of ERISA or Sections Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and the Company, Indemnitors and Stockholders have no Knowledge of any default or violation by any other party to under each Employee Plan, Plan and each Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance in all material respects with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or 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 Sections 406 and 407 of ERISA, and not otherwise exempt each trust intended to qualify under Section 408 501(a) of ERISA, the Code has occurred either received a favorable determination letter with respect to each such Plan from the IRS, has timely applied for such a determination 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 Employee Planamendments necessary to obtain a favorable determination; (iii) there are no material actions, suits or claims pending, or, to the Knowledge knowledge of the Company, Indemnitors Company threatened or the Stockholders, threatened nor, to the Knowledge of the Company, Indemnitors or the Stockholders, is there any basis therefor 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 in accordance with its terms, without liability to Parentthe Company, the Company NEON or any Affiliate (other than ordinary administration expensesexpenses typically incurred in a termination event); (v) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the Company, Indemnitors or the Stockholders or any Affiliates, threatened by the IRS or DOL with respect to any Employee Plan; and (vi) neither the Company nor any Affiliate is is, to the knowledge of the Company, subject to any penalty or tax with respect to any Employee Plan under Section 502(i402(i) of ERISA or Sections Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company has performed in all ------------------------ material respects all obligations required to be performed by it under, is not in default or violation of, and the Company, Indemnitors Company and Stockholders Shareholders have no Knowledge knowledge of any default or violation by any other party to each Employee Plan, and each Employee Plan has been established and maintained in accordance with its terms and in substantial compliance with all applicable laws, statutes, orders, rules and regulations, including including, but not limited to to, ERISA or the Code; (ii) 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 Employee Plan; (iii) there are no actions, suits or claims pending, or, to the Knowledge of the Company, Indemnitors pending or the Stockholders, threatened nor, to the Knowledge of the Company, Indemnitors or the Stockholders, nor is there any basis therefor (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 in accordance with its terms, without liability to Parent, the Company or any Affiliate (other than ordinary administration expenses); (v) there are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, Indemnitors or the Stockholders or any Affiliates, threatened by the IRS or DOL with respect to any Employee Plan; and (vi) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Schedule 2.23(d), (i) The the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and the Company, Indemnitors and Stockholders have no Knowledge of any default or violation by any other party to under each Company Employee Plan, and each Company Employee Plan has been established and maintained in all materials respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iii) there are no actions, suits or claims pending, or, to the Knowledge best of the Company, Indemnitors or the Stockholders's knowledge, threatened nor, to the Knowledge of the Company, Indemnitors or the Stockholders, is there any basis therefor 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 Effective Time in accordance with its terms, without liability to Parentthe Company, the Company Parent or any Affiliate of its Affiliates (other than ordinary administration expensesexpenses typically incurred in a termination event); (v) there are no audits, inquiries or proceedings pending or, to the Knowledge best of the Company, Indemnitors or the Stockholders or any Affiliates's knowledge, 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 502(i402(i) of ERISA or Sections Section 4975 through 4980 of the Code; and (vii) all contributions, including any top heavy contributions, required to be made by the Company or any ERISA affiliate to any Company Employee Plan have been made or shall be made on or before the Closing Date.

Employee Plan Compliance. Except as set forth in Schedule 2.20(d) ------------------------ of the KnowledgeWell Disclosure Letter, (i) The Company KnowledgeWell has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and the Company, Indemnitors and Stockholders have no Knowledge of any default or violation by any other party to under each KnowledgeWell Employee Plan, Plan and each KnowledgeWell Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) no "prohibited transaction," ", within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any KnowledgeWell Employee Plan; (iii) there are no actions, suits or claims pending, or, to the Knowledge knowledge of the Company, Indemnitors or the StockholdersKnowledgeWell, threatened nor, to the Knowledge of the Company, Indemnitors or the Stockholders, is there any basis therefor anticipated (other than routine claims for benefits) against any KnowledgeWell Employee Plan or against the assets of any KnowledgeWell Employee Plan; and (iv) each KnowledgeWell Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date in accordance with its terms, without liability to ParentKnowledgeWell, the Company CBT or any Affiliate of its Affiliates (other than ordinary administration expensesexpenses typically incurred in a termination event); (v) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the Company, Indemnitors or the Stockholders KnowledgeWell or any Affiliatesaffiliates, threatened by the IRS or DOL with respect to any KnowledgeWell Employee Plan; and (vi) neither the Company KnowledgeWell nor any Affiliate is subject to any penalty or tax with respect to any KnowledgeWell Employee Plan under Section 502(i402(i) of ERISA or Sections Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company Parent has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and the Company, Indemnitors and Stockholders have no Knowledge of any default or violation by any other party to under each Employee Plan, 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 compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or and the Code; (ii) no "prohibited transaction," within the meaning of each Employee Plan intended to qualify under Section 4975 401(a) of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt each trust intended to qualify under Section 408 501(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 Employee Planamendments necessary to obtain a favorable determination; (iii) there are no actions, suits or claims pending, or, to the Knowledge of the Company, Indemnitors Parent or the Stockholders, its Affiliates threatened nor, to the Knowledge of the Company, Indemnitors or the Stockholders, is there any basis therefor 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 Effective Time in accordance with its terms, without liability to the Company, any of its Subsidiaries, Parent, the Company Parent Subsidiary or any Affiliate (other than ordinary administration expensesexpenses typically incurred in a termination event); and (v) there are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, Indemnitors Parent or the Stockholders or any its Affiliates, threatened by the IRS or DOL with respect to any Employee Plan; and . (vi) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.c)

Employee Plan Compliance. (i) The Company Seller has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and the Company, Indemnitors and Stockholders have no Knowledge of any default or violation by any other party to under each Seller Employee Plan, Plan and each Seller Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Seller Employee Plan; (iii) there are no actions, suits or claims pending, or, to the Knowledge knowledge of the Company, Indemnitors or the StockholdersSeller, threatened nor, to the Knowledge of the Company, Indemnitors or the Stockholders, is there any basis therefor anticipated (other than routine claims for benefits) against any Seller Employee Plan or against the assets of any Seller Employee Plan; (iv) except as described in Schedule 2.30(d), each Seller Employee Plan can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without liability to ParentSeller, the Company Buyer or any Affiliate of its Affiliates (other than ordinary administration expensesexpenses typically incurred in a termination event); (v) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the Company, Indemnitors or the Stockholders Seller or any Affiliatesaffiliates, threatened by the IRS or DOL the U.S. Department of Labor with respect to any Seller Employee Plan; and (vi) neither the Company Seller nor any Affiliate is subject to any penalty or tax with respect to any Seller Employee Plan under Section 502(i402(i) of ERISA or Sections Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and the Company, Indemnitors and Stockholders have no Knowledge of any default or violation by any other party to under each Company Employee Plan, Plan and each Company Employee Plan has 21 26 been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 408 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, Indemnitors threatened or the Stockholders, threatened nor, to the Knowledge of the Company, Indemnitors or the Stockholders, is there any basis therefor 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 Effective Time in accordance with its terms, without liability to Parentthe Company, the Company Parent or any Affiliate of its Affiliates (other than ordinary administration expensesexpenses typically incurred in a termination event); (v) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the Company, Indemnitors or the Stockholders Company or any Affiliatesaffiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; , and (vi) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i402(i) of ERISA or Sections Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company Except as set forth in Schedule 2.18(d) hereto, Elsinore and each of its Affiliates has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and the Company, Indemnitors and Stockholders have no Knowledge of any default or violation by any other party to 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 or and the Code; (ii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISAERISA for which no class or statutory exemption is available, has occurred with respect to any Employee Plan; (iii) there are no material actions, suits or claims pending, pending or, to the Knowledge knowledge of the Company, Indemnitors or the StockholdersShareholders, threatened nor, to the Knowledge of the Company, Indemnitors or the Stockholders, is there any basis therefor anticipated (other than routine claims for benefits) against any Employee Plan or against the assets of any Employee Plan; (iv) each such Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date in accordance with its terms, without material liability to Parent, the Company Elsinore or any Affiliate of its Affiliates (other than ordinary administration expensesexpenses typically incurred in a termination event); (v) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the Company, Indemnitors or the Stockholders or any AffiliatesShareholders, threatened by the IRS or DOL with respect to any Employee Plan; and (vi) neither the Company nor any Affiliate Elsinore is not subject to any penalty or tax with respect to any Employee Plan under Section 502(i402(i) of ERISA or Sections Section 4975 through 4980 of the Code; and (vii) all contributions, including any top heavy contributions, required to be made prior to the Closing by Elsinore or any ERISA Affiliate to any Employee Plan have been made or shall be made on or before the Closing Date.

Employee Plan Compliance. (i) The Company has performed all obligations required to be performed by it under, is not in default or violation of, and the Company, Indemnitors and Stockholders have has no Knowledge of any default or violation by any other party to 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 but not limited to ERISA or the Code; (ii) 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 Employee Plan; (iii) there are no actions, suits or claims pending, or, to the Knowledge of the Company, Indemnitors Company or the StockholdersPrincipal Shareholders, threatened nor, to the Knowledge of the Company, Indemnitors or the Stockholders, is there any basis therefor reasonably 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 Effective Time in accordance with its terms, without liability to Parent, the Company or any Affiliate (other than ordinary administration expenses); (v) there are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, Indemnitors Company or the Stockholders Principal Shareholders or any Affiliates, threatened by the IRS or DOL with respect to any Employee Plan; and (vi) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Schedule 4.18(d), (i) The the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, under the Company Employee Plan and the Company, Indemnitors and Stockholders have no Knowledge of any default or violation by any other party to each 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 to, ERISA or the Code; (ii) no "prohibited transaction," ", within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 408 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 knowledge of the Company, Indemnitors Company or the StockholdersAmari, threatened nor, to the Knowledge of the Company, Indemnitors or the Stockholders, is there any basis therefor 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 on the Closing Merger Date or within a reasonable time thereafter in accordance with its terms, without liability to Parentthe Company, the any Company Affiliate, Subsidiary or any Subsidiary Affiliate (other than ordinary administration expensesexpenses typically incurred in a termination event); (v) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the Company, Indemnitors Company or the Stockholders or any AffiliatesAmari, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vi) neither the Company nor any Company Affiliate is subject to any penalty or tax with respect to any the Company Employee Plan under Section 502(i402(i) of ERISA or Sections Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company has performed all obligations required to be performed by it under, is not in default or violation of, and the Company, Indemnitors and Stockholders have has no Knowledge knowledge of any default or violation by any other party to 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 but not limited to ERISA or the Code; (ii) 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 Employee Plan; (iii) there are no actions, suits or claims pending, or, to the Knowledge knowledge of the Company, Indemnitors Company or the StockholdersPrincipal Shareholders, threatened nor, to the Knowledge of the Company, Indemnitors or the Stockholders, is there any basis therefor reasonably 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 Effective Time in accordance with its terms, without liability to Parent, the Company or any Affiliate (other than ordinary administration expenses); (v) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the Company, Indemnitors Company or the Stockholders Principal Shareholders or any Affiliates, threatened by the IRS or DOL with respect to any Employee Plan; and (vi) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth in Schedule 2.20(d) of the KnowledgeWell Disclosure Letter, (i) The Company KnowledgeWell has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and the Company, Indemnitors and Stockholders have no Knowledge of any default or violation by any other party to under each KnowledgeWell Employee Plan, Plan and each KnowledgeWell Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) no "prohibited transaction," ", within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any KnowledgeWell Employee Plan; (iii) there are no actions, suits or claims pending, or, to the Knowledge knowledge of the Company, Indemnitors or the StockholdersKnowledgeWell, threatened nor, to the Knowledge of the Company, Indemnitors or the Stockholders, is there any basis therefor anticipated (other than routine claims for benefits) against any KnowledgeWell Employee Plan or against the assets of any KnowledgeWell Employee Plan; and (iv) each KnowledgeWell Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date in accordance with its terms, without liability to ParentKnowledgeWell, the Company CBT or any Affiliate of its Affiliates (other than ordinary administration expensesexpenses typically incurred in a termination event); (v) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the Company, Indemnitors or the Stockholders KnowledgeWell or any Affiliatesaffiliates, threatened by the IRS or DOL with respect to any KnowledgeWell Employee Plan; and (vi) neither the Company KnowledgeWell nor any Affiliate is subject to any penalty or tax with respect to any KnowledgeWell Employee Plan under Section 502(i402(i) of ERISA or Sections Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and the Company, Indemnitors and Stockholders have has no Knowledge knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iii) there are no actions, suits or claims pending, or, to the Knowledge knowledge of the Company, Indemnitors threatened or the Stockholders, threatened nor, to the Knowledge of the Company, Indemnitors or the Stockholders, is there any basis therefor reasonably 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 Effective Time in accordance with its terms, without liability to Parent, the Company or any Affiliate (other than ordinary administration expenses); (v) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the Company, Indemnitors or the Stockholders Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vi) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

Employee Plan Compliance. Except as set forth on Schedule 2.20, (i) The Company GAR has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and the Company, Indemnitors and Stockholders have no Knowledge of any default or violation by any other party to under each GAR Employee Plan, and each GAR Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) no "prohibited transaction," ", within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any GAR Employee Plan; (iii) there are no actions, suits or claims pending, or, to the Knowledge knowledge of the Company, Indemnitors or the StockholdersGAR, threatened nor, to the Knowledge of the Company, Indemnitors or the Stockholders, is there any basis therefor anticipated (other than routine claims for benefits) against any GAR Employee Plan or against the assets of any GAR Employee Plan; and (iv) each GAR Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to ParentGAR, the Company Neoforma or any Affiliate of its Affiliates (other than ordinary administration expensesexpenses typically incurred in a termination event); (v) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the Company, Indemnitors or the Stockholders GAR or any Affiliatesaffiliates, threatened by the IRS or DOL with respect to any GAR Employee Plan; and (vi) neither the Company GAR nor any Affiliate is subject to any penalty or tax with respect to any GAR Employee Plan under Section 502(i402(i) of ERISA or Sections Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company Except as set forth in Schedule 3.18(d) hereto, Neversoft and each of its Affiliates has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and the Company, Indemnitors and Stockholders have no Knowledge of any default or violation by any other party to 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 or and the Code; (ii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISAERISA for which no class or statutory exemption is available, has occurred with respect to any Employee Plan; (iii) there are no material actions, suits or claims pending, pending or, to the Knowledge knowledge of the Company, Indemnitors or the StockholdersShareholders, threatened nor, to the Knowledge of the Company, Indemnitors or the Stockholders, is there any basis therefor anticipated (other than routine claims for benefits) against any Employee Plan or against the assets of any Employee Plan; (iv) each such Employee Plan can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without material liability to Parent, the Company Neversoft or any Affiliate of its Affiliates (other than ordinary administration expensesexpenses typically incurred in a termination event); (v) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the Company, Indemnitors or the Stockholders or any AffiliatesShareholders, threatened by the IRS or DOL with respect to any Employee Plan; and (vi) neither the Company nor any Affiliate Neversoft is not subject to any penalty or tax with respect to any Employee Plan under Section 502(i) of ERISA or Sections Section 4975 through 4980 4980B of the Code; (vii) all contributions, including any top heavy contributions, required to be made prior to the Closing by Neversoft or any ERISA Affiliate to any Employee Plan have been made or shall be made on or before the Closing Date; and (viii) Neversoft and its Affiliates are in compliance in all respects with the requirements of Part 6 of Subtitle A of Title I of ERISA and any similar state laws concerning group health care continuation coverage.

Employee Plan Compliance. (i) The Company has have performed all ------------------------ obligations required to be performed by it under, is not in default or violation of, and the Company, Indemnitors and Stockholders have no Knowledge of any default or violation by any other party to them under each Employee Plan, Plan and each Employee Plan has been established estab lished 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 or and the Code; (ii) no "prohibited transaction," ---------------------- within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 408 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, Indemnitors Company or the Stockholders, Principal Shareholders threatened nor, to the Knowledge of the Company, Indemnitors or the Stockholders, is there any basis therefor 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 Parentthe Company, the Company Parent or any Affiliate Sub (other than ordinary administration expensesexpenses typically incurred in a termination event); (viv) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the Company, Indemnitors or the Stockholders Company or any Affiliates, Principal Shareholders threatened by the IRS or DOL with respect to any Company Employee Plan; and (viv) neither the Company nor any Affiliate is not subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i402(i) of ERISA or Sections Section 4975 through 4980 of the Code.