Common use of Employee Plan Compliance Clause in Contracts

Employee Plan Compliance. VGX and the 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 VGX Employee Plan, and each 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 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 VGX Employee Plan adopted after the date of the most recent such determination, notification, advisory and/or opinion letter. For each VGX Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Knowledge of VGX, 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 VGX Employee Plan, which would individually or in the aggregate result in material liability to VGX or any of its Subsidiaries. There are no material actions, suits or claims pending, or, to the Knowledge of VGX, threatened or reasonably anticipated (other than routine claims for benefits) against any VGX Employee Plan or against the assets of any VGX Employee Plan. Neither VGX nor any VGX ERISA Affiliate has received any written notice that any 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 VGX nor any 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 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 VGX Employee Plan.

Employee Plan Compliance. VGX The Company and the VGX 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 VGX Company Employee Plan, and each VGX 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 VGX 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 VGX Employee Plan adopted after the date of the most recent such determination, notification, advisory and/or opinion letter. For each VGX Company Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Knowledge of VGX, 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 VGX Company Employee Plan, which would individually or in the aggregate result in material liability to VGX or any of its Subsidiaries. There are no material actions, suits or claims pending, or, to the Knowledge knowledge of VGXthe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any VGX Company Employee Plan or against the assets of any VGX 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 VGX the Company nor any VGX ERISA Affiliate has received is subject to any written notice that any VGX 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 VGX nor any 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 VGX 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 VGX other payments required by and due under the terms of each Company Employee Plan.

Employee Plan Compliance. VGX and the 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 VGX Employee Plan, and each VGX 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 VGX 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 VGX Employee Plan adopted after the date of the most recent such determination, notification, advisory and/or opinion letter. For each VGX Company Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Knowledge of VGX, 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 VGX Company Employee Plan, which would individually or in the aggregate result in material liability to VGX or any of its Subsidiaries. There are no material actions, suits Actions pending or claims pending, or, to the Knowledge of VGX, reasonably threatened or reasonably anticipated (other than routine claims for benefits) against any VGX Company Employee Plan or against the assets of any VGX Company Employee Plan. Neither VGX 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 VGX ERISA Affiliate has received any written notice that any VGX 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 VGX nor any VGX 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 VGX 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 VGX 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. VGX The Company and the VGX 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 VGX to, any Company Employee Plan, and each VGX 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 VGX 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 VGX Employee Plan adopted after the date of the most recent such determination, notification, advisory and/or opinion letter. For each VGX Company Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Knowledge of VGX, 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 VGX 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 VGX Parent, the Company or any of its SubsidiariesERISA Affiliate (other than ordinary administration expenses). There are no material actions, suits or claims pending, pending or, to the Knowledge of VGXthe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any VGX Company Employee Plan or against the assets of any VGX 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 VGX the Company nor any VGX ERISA Affiliate has received is subject to any written notice that any VGX 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 VGX nor any VGX 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 VGX 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 VGX Employee Planexcept as would not result in material liability.

Employee Plan Compliance. VGX The Company and the VGX 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 VGX to, any Company Employee Plan, and each VGX 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 VGX 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 VGX Employee Plan adopted after the date of the most recent such determination, notification, advisory and/or opinion letter. For each VGX Company Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Knowledge of VGX, 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 VGX Company Employee Plan, which would individually or in the aggregate result in material liability to VGX or any of its Subsidiaries. There are no material actions, suits or claims pending, or, to the Knowledge of VGX, pending or threatened or reasonably anticipated (other than routine claims for benefits) against any VGX Company Employee Plan or against the assets of any VGX Company Employee Plan. Neither VGX 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 VGX 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 VGX 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 VGX nor any VGX 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 VGX 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 VGX 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.

Employee Plan Compliance. VGX Inovio and the VGX 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 VGX Inovio Employee Plan, and each VGX 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 VGX 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 VGX Inovio Employee Plan adopted after the date of the most recent such determination, notification, advisory and/or opinion letter. For each VGX Inovio Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Knowledge of VGXInovio, 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 VGX Inovio Employee Plan, which would individually or in the aggregate result in material liability to VGX or any of its SubsidiariesInovio. There are no material actions, suits or claims pending, or, to the Knowledge of VGXInovio, threatened or reasonably anticipated (other than routine claims for benefits) against any VGX Inovio Employee Plan or against the assets of any VGX Inovio Employee Plan. Neither VGX Inovio nor any VGX Inovio ERISA Affiliate has received any written notice that any VGX 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 VGX Inovio nor any VGX 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 VGX 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 VGX Inovio Employee Plan.

Employee Plan Compliance. VGX The Acquired Companies and the VGX 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 VGX Employee Plan, and each VGX 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 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 VGX Employee Plan adopted after the date of the most recent such determination, notification, advisory and/or opinion letter. For each VGX Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Knowledge of VGX, 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 VGX Employee Plan, which would individually or in the aggregate result in material liability to VGX or any of its Subsidiaries. There are no material actions, suits or claims pending, or, to the Knowledge knowledge of VGXthe Acquired Companies, threatened or reasonably anticipated (other than routine claims for benefits) against any VGX Employee Plan or against the assets of any VGX 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 VGX the Acquired Companies nor any VGX ERISA Affiliate has received are subject to any written notice that any VGX 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 VGX nor any 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 VGX 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 VGX other payments required by and due under the terms of each Employee Plan.

Employee Plan Compliance. VGX The Company and the VGX 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 VGX Employee Plan, and each VGX 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 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 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 VGX Employee Plan adopted after the date of the most recent such determination, notification, advisory and/or opinion letter. For each VGX Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Knowledge of VGX, 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 VGX Employee Plan, which would individually or in the aggregate result in material liability to VGX or any of its Subsidiaries. There are no material actions, suits or claims pending, or, to the Knowledge of VGXthe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any VGX Employee Plan or against the assets of any VGX Employee Plan. Neither VGX nor any VGX ERISA Affiliate has received any written notice that any VGX 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 VGX nor any VGX 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 VGX 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 VGX 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. VGX Company, its subsidiaries and the VGX 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 VGX Company Employee Plan, and each VGX 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 VGX 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 VGX 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 VGX 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 VGX, 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 VGX Company Employee Plan, which would individually or in the aggregate result in material liability to VGX or any of its Subsidiaries. There are no material actions, suits or claims pending, or, to the Knowledge knowledge of VGXCompany, threatened or reasonably anticipated (other than routine claims for benefits) against any VGX Company Employee Plan or against the assets of any VGX 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 VGX Company nor any VGX ERISA Affiliate has received is subject to any written notice that any VGX 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 VGX nor any 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 VGX 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 VGX other payments required by and due under the terms of each Company Employee Plan.

Employee Plan Compliance. VGX The Company and the VGX 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 VGX Company Employee Plan, and each VGX 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 VGX 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 VGX Employee Plan adopted after the date of the most recent such determination, notification, advisory and/or opinion letter. For each VGX Company Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Knowledge of VGX, 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 VGX Company Employee Plan. As of the date hereof, which would individually or in the aggregate result in material liability to VGX or any of its Subsidiaries. There there are no material actions, suits or claims pending, or, to the Knowledge of VGXthe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any VGX Company Employee Plan or against the assets of any VGX 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 VGX the Company nor any VGX ERISA Affiliate has received is subject to any written notice that any VGX 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 VGX nor any 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 VGX 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 VGX other payments required by and due under the terms of each Company Employee Plan.

Employee Plan Compliance. VGX The Company and the VGX 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 VGX to, any Company Employee Plan, and each VGX 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 VGX 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 VGX Employee Plan adopted after the date of the most recent such determination, notification, advisory and/or opinion letter. For each VGX Company Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Knowledge of VGX, 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 VGX Company Employee Plan, which would individually or in the aggregate result in material liability to VGX or any of its Subsidiaries. There are no material actions, suits or claims pending, pending or, to the Knowledge of VGXCompany's Knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any VGX Company Employee Plan or against the assets of any VGX 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 VGX the Company, any of its Subsidiaries nor any VGX ERISA Affiliate has received is subject to any written notice that any VGX 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 VGX nor any 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 VGX 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 VGX other payments required by and due under the terms of each Company Employee Plan.

Employee Plan Compliance. VGX and the 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 VGX Employee Plan, and each 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 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 VGX Employee Plan adopted after the date of the most recent such determination, notification, advisory and/or opinion letter. For each VGX Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Knowledge of VGX, 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 VGX Employee Plan, which would individually or in the aggregate result in material liability to VGX or any of its Subsidiaries. There are no material actions, suits or claims pending, or, to the Knowledge of VGX, threatened or reasonably anticipated (other than routine claims for benefits) against any VGX Employee Plan or against the assets of any VGX Employee Plan. Neither VGX nor any VGX ERISA Affiliate has received any written notice that any 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 VGX nor any 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 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 VGX Employee Plan.

Employee Plan Compliance. VGX Fiberxon and the VGX 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 VGX Fiberxon Employee Plan, and each VGX 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 VGX 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 VGX Fiberxon Employee Plan adopted after the date of the most recent such determination, notification, advisory and/or opinion letter. For each VGX Fiberxon Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Knowledge of VGXFiberxon, 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 VGX Fiberxon Employee Plan, which would individually or in the aggregate result in material liability to VGX or any of its SubsidiariesFiberxon. There are no material actions, suits or claims pending, or, to the Knowledge of VGXFiberxon, threatened or reasonably anticipated (other than routine claims for benefits) against any VGX Fiberxon Employee Plan or against the assets of any VGX Fiberxon Employee Plan. Neither VGX Fiberxon nor any VGX ERISA Affiliate of Fiberxon has received any written notice that any VGX 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 VGX nor any 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 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 VGX Employee Plan.

Employee Plan Compliance. VGX Xxxxx Xxxxx and the VGX 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 VGX Xxxxx Xxxxx Employee Plan, and each VGX 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 VGX 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 VGX Employee Plan adopted after the date of the most recent such determination, notification, advisory and/or opinion letter. For each VGX Xxxxx Xxxxx Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Knowledge of VGX, 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 VGX Xxxxx Xxxxx Employee Plan, which would individually or in the aggregate result in material liability to VGX or any of its Subsidiaries. There are no material actions, suits or claims pending, or, to the Knowledge knowledge of VGXXxxxx Xxxxx, threatened or reasonably anticipated (other than routine claims for benefits) against any VGX Xxxxx Xxxxx Employee Plan or against the assets of any VGX 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 VGX Xxxxx Xxxxx nor any VGX ERISA Affiliate has received is subject to any written notice that any VGX 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 VGX nor any 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 VGX 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 VGX other payments required by and due under the terms of each Xxxxx Xxxxx Employee Plan.

Employee Plan Compliance. VGX The Company and the VGX 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 VGX to, any Company Employee Plan, and each VGX 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 VGX 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 VGX Employee Plan adopted after the date of the most recent such determination, notification, advisory and/or opinion letteramendments. For each VGX Company Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Knowledge of VGX, 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 VGX 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 VGX Parent, the Company or any of its SubsidiariesERISA Affiliate (other than ordinary administration expenses). There are no material actions, suits or claims pending, pending or, to the Knowledge of VGXthe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any VGX Company Employee Plan or against the assets of any VGX 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 VGX the Company nor any VGX ERISA Affiliate has received is subject to any written notice that any VGX 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 VGX nor any VGX 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 VGX 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 VGX due under the terms of each Company Employee Plan.