Common use of Employee Plans and Arrangements Clause in Contracts

Employee Plans and Arrangements. (a) Neither Company nor any Related Party (i.e., any entity which is considered a single employer with Company under applicable law) sponsors, maintains, administers, contributes to or has or could reasonably be expected to have any Liability with respect to any ERISA benefit plan other than an ERISA benefit plan specifically listed on Schedule 4.25(a) (a “Company ERISA Benefit Plan”). No Company ERISA Benefit Plan is subject to Code Section 412 or Part 3 of Subtitle B of Title I of ERISA or Title IV of ERISA. Neither Company nor any Related Party has or could reasonably be expected to have any liability to any person in connection with any “voluntary employees’ beneficiary association” within the meaning of Code Section 501(c)(9), “welfare benefit fund” within the meaning of Code Section 419, “qualified asset account” within the meaning of Code Section 419A or “multiple employer welfare arrangement” within the meaning of ERISA Section 3(40). As used herein, “Code” means the Internal Revenue Code of 1986, as amended, and “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. (b) Except as disclosed on Schedule 4.25(b), neither Company nor any Related Party sponsors, maintains, administers, contributes to, is a party to or has or could reasonably be expected to have any liability with respect to (i) any non-ERISA benefit arrangement other than a non-ERISA benefit arrangement specifically listed on Schedule 4.25(b) (a “Company Non-ERISA Benefit Arrangement”), or (ii) employment agreement, collective bargaining agreement, consulting agreement, confidentiality agreement, agreement not to compete or other labor agreement between either Company or a Related Party and any individual who provides or provided personal services to either Company or a Related Party as an employee or otherwise or such individual’s employer or agent. (c) True and complete copies of each of the following documents have been made available to Buyer: (i) each Company Non-ERISA Benefit Arrangement or a complete description of any non-ERISA benefit arrangement that is not in writing and a complete and accurate description of the individuals covered by each such arrangement; (ii) all written documents of any nature reflecting contractual terms and conditions of any person’s employment with the Company (an “Employee Agreement”) or a complete description of any Employee Agreement that is not in writing; (iii) all written documents of any nature establishing the terms and conditions of each Company ERISA Benefit Plan and related trust or insurance agreements or contracts evidencing any funding vehicle with respect thereto; (iv) the three most recent annual reports on Treasury Form 5500, including all schedules and attachments, with respect to any plan for which such a report is required; (v) the form of summary plan description, including any summary of material modifications thereto or other modifications communicated to participants; and (vi) the most recent determination letter with respect to each Company ERISA Benefit Plan intended to qualify under Section 401(a) of the Code and the full and complete application therefor submitted to the Internal Revenue Service. (d) Each Company ERISA Benefit Plan and Company Non-ERISA Benefit Arrangement and Employee Agreement is and has been maintained and administered in accordance in all material respects with the documents or instruments governing the plan, arrangement or agreement (or in accordance with the written descriptions thereof provided in Schedule 4.25(d) in the case of an unwritten Company Non-ERISA Benefit Arrangement or Employee Agreement), except in the case of any change in applicable governing laws that are not yet required to be incorporated into the instruments or documents governing the plan, arrangement or agreement, in which case the plan, arrangement or agreement has in operation been maintained and administered in accordance with applicable laws at all times on and after the effective date of such change. Each Company ERISA Benefit Plan that is intended to be qualified under Code Section 401(a) is and has at all times been so qualified in form and, in all material respects, in operation. (e) There are no facts or circumstances relating to any Company ERISA Benefit Plan or Company Non-ERISA Benefit Arrangement that could, directly or indirectly, subject Company or any Related Party to (i) any excise tax or other liability under Chapters 43 or 47 of Subtitle D of the Code, (ii) any penalty, tax or other liability under Code Sections 6651, 6652 and 6690 or (iii) any civil penalty or other liability under Section 502(c) of ERISA. (f) No payment made or benefit provided pursuant to any Company ERISA Benefit Plan, Company Non-ERISA Benefit Arrangement or Employee Agreement will be nondeductible to Company or any Related Party because of the applicability of Code Section 280G, nor will either Company or any Related Party be required to gross up or otherwise compensate any recipient in connection with the imposition of any excise tax (including any interest or penalties related thereto) pursuant to Code Section 4999. Neither Company nor any Related Party will incur any Liability in connection with severance benefits which become payable solely by reason of the transactions contemplated by this Agreement. Other than as expressly provided herein, such transactions will not result in the acceleration of accruals, funding, vesting or payment of any contribution or benefit under any Company ERISA Benefit Plan, Company Non-ERISA Benefit Arrangement or Employee Agreement. (g) Other than as required by COBRA, Company does not provide or maintain, or provide nor is it obligated to maintain or provide, post-retirement or post-termination health, medical, life or other welfare benefits for employees or former employees of Company. No promise or other commitment exists that would prevent either Buyer or Company or Stockholder from amending or terminating any arrangement providing health, medical, life, or other welfare benefits in respect of any current or former employee of Company without liability therefor. Except as set forth in the applicable government instruments or as required by law, neither Company nor any other person has created any impediment to the amendment, termination, merger of or transfer of assets and liabilities with respect to any Company ERISA Benefit Plan, Company Non-ERISA Benefit Arrangement or Employee Agreement. (h) All contributions or benefit obligations in connection with any Company ERISA Benefit Plan, Company Non-ERISA Benefit Arrangement or Employee Agreement have been fully paid or properly accrued in accordance with GAAP in the Financial Statements of Company. All obligations to provide medical, dental, vision, life, accidental death and dismembership or long-term disability benefits pursuant to any Company ERISA Benefit Plan, Company Non-ERISA Benefit Arrangement or Employee Agreement are either fully insured (except for amounts not covered by reason of co-payments, deductibles, participant contributions or similar allowances) or will be provided by an HMO with respect to which Company’s sole liability is to pay premiums. (i) There are no pending or, to Stockholder’s knowledge, threatened audits or investigations by any governmental entity, claims (other than undisputed claims for benefits arising in the ordinary course), suits, grievances or other proceedings, and Company is unaware of any facts or circumstances that could give rise thereto, involving, directly or indirectly, any Company ERISA Benefit Plan, Company Non-ERISA Benefit Arrangement, or Employment Agreement.

Employee Plans and Arrangements. (a) Neither Company nor any Related Party (i.e., any entity which is considered a single employer with Company under applicable law) sponsors, maintains, administers, contributes to or has or could reasonably be expected to have any Liability with respect to any ERISA benefit plan Benefit Plan other than an ERISA benefit plan Benefit Plan specifically listed on Schedule 4.25(a) (a “"Company ERISA Benefit Plan”"). No Company ERISA Benefit Plan is subject to Code Section 412 or Part 3 of Subtitle B of Title I of ERISA or Title IV of ERISA. Neither Company nor any Related Party has or could reasonably be expected to have any liability Liability to any person Person in connection with any “"voluntary employees’ ' beneficiary association” " within the meaning of Code Section 501(c)(9), “"welfare benefit fund” " within the meaning of Code Section 419, “"qualified asset account” " within the meaning of Code Section 419A or “"multiple employer welfare arrangement” " within the meaning of ERISA Section 3(40). As used herein, “Code” means the Internal Revenue Code of 1986, as amended, and “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. (b) Except as disclosed on Schedule 4.25(b), neither Company nor any Related Party sponsors, maintains, administers, contributes to, is a party to or has or could reasonably be expected to have any liability Liability with respect to (i) any nonNon-ERISA benefit arrangement Benefit Arrangement other than a nonNon-ERISA benefit arrangement Benefit Arrangement specifically listed on Schedule 4.25(b) (a “"Company Non-ERISA Benefit Arrangement”"), or (ii) employment agreement, collective bargaining agreement, consulting agreement, confidentiality agreement, agreement not to compete or other labor agreement between either Company or a Related Party and any individual who provides or provided personal services to either Company or a Related Party as an employee or otherwise or such individual’s 's employer or agent. (c) True and complete copies of each of the following documents have been made available to Buyer: Digital Angel: (i) each Company Non-ERISA Benefit Arrangement or a complete description of any nonNon-ERISA benefit arrangement Benefit Arrangement that is not in writing and a complete and accurate description of the individuals covered by each such arrangement; (ii) all written documents of any nature reflecting contractual terms and conditions of any person’s 's employment with the Company (an “"Employee Agreement”") or a complete description of any Employee Agreement that is not in writing; (iii) all written documents of any nature establishing the terms and conditions of each Company ERISA Benefit Plan and related trust or insurance agreements or contracts evidencing any funding vehicle with respect thereto; (iv) the three most recent annual reports on Treasury Form 5500, including all schedules and attachments, with respect to any plan for which such a report is required; (v) the form of summary plan description, including any summary of material modifications thereto or other modifications communicated to participants; and (vi) the most recent determination letter with respect to each Company ERISA Benefit Plan intended to qualify under Section 401(a) of the Code and the full and complete application therefor submitted to the Internal Revenue Service. (d) Each Company ERISA Benefit Plan and Company Non-ERISA Benefit Arrangement and Employee Agreement is and has been maintained and administered in accordance in all material respects with the documents or instruments governing the plan, arrangement or agreement (or in accordance with the written descriptions thereof provided in Schedule 4.25(d) in the case of an unwritten Company Non-ERISA Benefit Arrangement or Employee Agreement), except in the case of any change in applicable governing laws Laws that are not yet required to be incorporated into the instruments or documents governing the plan, arrangement or agreement, in which case the plan, arrangement or agreement has in operation been maintained and administered in accordance with applicable laws Laws at all times on and after the effective date of such change. Each Company ERISA Benefit Plan that is intended to be qualified under Code Section 401(a) is and has at all times been so qualified in form and, in all material respects, in operation. (e) There are no facts or circumstances relating to any Company ERISA Benefit Plan or Company Non-ERISA Benefit Arrangement that could, directly or indirectly, subject Company or any Related Party to (i) any excise tax or other liability under Chapters 43 or 47 of Subtitle D of the Code, (ii) any penalty, tax or other liability under Code Sections 6651, 6652 and 6690 or (iii) any civil penalty or other liability under Section 502(c) of ERISA. (f) No payment made or benefit provided pursuant to any Company ERISA Benefit Plan, Company Non-ERISA Benefit Arrangement or Employee Agreement will be nondeductible to Company or any Related Party because of the applicability of Code Section 280G, nor will either Company or any Related Party be required to gross up or otherwise compensate any recipient in connection with the imposition of any excise tax (including any interest or penalties related thereto) pursuant to Code Section 4999. Neither Company nor any Related Party will incur any Liability in connection with severance benefits which become payable solely by reason of the transactions contemplated by this AgreementTransaction. Other than as expressly provided herein, such transactions the Transaction will not result in the acceleration of accruals, funding, vesting or payment of any contribution or benefit under any Company ERISA Benefit Plan, Company Non-ERISA Benefit Arrangement or Employee Agreement. (g) Other than as required by COBRA, Company does not provide or maintain, or provide nor is it obligated to maintain or provide, post-retirement or post-termination health, medical, life or other welfare benefits for employees or former employees of Company. No promise or other commitment exists that would prevent either Buyer Digital Angel or Company or Stockholder from amending or terminating any arrangement providing health, medical, life, or other welfare benefits in respect of any current or former employee of Company without liability therefor. Except as set forth in the applicable government instruments or as required by law, neither Company nor any other person Person has created any impediment to the amendment, termination, merger of or transfer of assets and liabilities with respect to any Company ERISA Benefit Plan, Company Non-ERISA Benefit Arrangement or Employee Agreement. (h) All contributions or benefit obligations in connection with any Company ERISA Benefit Plan, Company Non-ERISA Benefit Arrangement or Employee Agreement have been fully paid or properly accrued in accordance with GAAP in the Financial Statements of Company. All obligations to provide medical, dental, vision, life, accidental death and dismembership or long-term disability benefits pursuant to any Company ERISA Benefit Plan, Company Non-ERISA Benefit Arrangement or Employee Agreement are either fully insured (except for amounts not covered by reason of co-payments, deductibles, participant contributions or similar allowances) or will be provided by an HMO with respect to which Company’s 's sole liability Liability is to pay premiums. (i) There are no pending or, to Stockholder’s knowledgeCompany's Best Knowledge, threatened audits or investigations by any governmental entityGovernmental Entity, claims (other than undisputed claims for benefits arising in the ordinary course), suits, grievances or other proceedings, and Company is unaware of any facts or circumstances that could give rise thereto, involving, directly or indirectly, any Company ERISA Benefit Plan, Company Non-ERISA Benefit Arrangement, or Employment Agreement.

Employee Plans and Arrangements. (a) Neither Company nor any Related Party (i.e., any entity which is considered a single employer with Company under applicable law) sponsors, maintains, administers, contributes to or has or could reasonably be expected to have any Liability with respect to any ERISA benefit plan Benefit Plan other than an ERISA benefit plan Benefit Plan specifically listed on Schedule 4.25(a) (a “"Company ERISA Benefit Plan”"). No Company ERISA Benefit Plan is subject to Code Section 412 or Part 3 of Subtitle B of Title I of ERISA or Title IV of ERISA. Neither Company nor any Related Party has or could reasonably be expected to have any liability Liability to any person Person in connection with any “"voluntary employees’ ' beneficiary association” " within the meaning of Code Section 501(c)(9), “"welfare benefit fund” " within the meaning of Code Section 419, “"qualified asset account” " within the meaning of Code Section 419A or “"multiple employer welfare arrangement” " within the meaning of ERISA Section 3(40). As used herein, “Code” means the Internal Revenue Code of 1986, as amended, and “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. (b) Except as disclosed on Schedule 4.25(b), neither Company nor any Related Party sponsors, maintains, administers, contributes to, is a party to or has or could reasonably be expected to have any liability Liability with respect to (i) any nonNon-ERISA benefit arrangement Benefit Arrangement other than a nonNon-ERISA benefit arrangement Benefit Arrangement specifically listed on Schedule 4.25(b) (a “"Company Non-ERISA Benefit Arrangement”"), or (ii) employment agreement, collective bargaining agreement, consulting agreement, confidentiality agreement, agreement not to compete or other labor agreement between either Company or a Related Party and any individual who provides or provided personal services to either Company or a Related Party as an employee or otherwise or such individual’s 's employer or agent. (c) True and complete copies of each of the following documents have been made available to BuyerDigital Angel: (i) each Company Non-ERISA Benefit Arrangement or a complete description of any nonNon-ERISA benefit arrangement Benefit Arrangement that is not in writing and a complete and accurate description of the individuals covered by each such arrangement; (ii) all written documents of any nature reflecting contractual terms and conditions of any person’s 's employment with the Company (an “"Employee Agreement”") or a complete description of any Employee Agreement that is not in writing; (iii) all written documents of any nature establishing the terms and conditions of each Company ERISA Benefit Plan and related trust or insurance agreements or contracts evidencing any funding vehicle with respect thereto; (iv) the three most recent annual reports on Treasury Form 5500, including all schedules and attachments, with respect to any plan for which such a report is required; (v) the form of summary plan description, including any summary of material modifications thereto or other modifications communicated to participants; and (vi) the most recent determination letter with respect to each Company ERISA Benefit Plan intended to qualify under Section 401(a) of the Code and the full and complete application therefor submitted to the Internal Revenue Service. (d) Each Company ERISA Benefit Plan and Company Non-ERISA Benefit Arrangement and Employee Agreement is and has been maintained and administered in accordance in all material respects with the documents or instruments governing the plan, arrangement or agreement (or in accordance with the written descriptions thereof provided in Schedule 4.25(d) in the case of an unwritten Company Non-ERISA Benefit Arrangement or Employee Agreement), except in the case of any change in applicable governing laws Laws that are not yet required to be incorporated into the instruments or documents governing the plan, arrangement or agreement, in which case the plan, arrangement or agreement has in operation been maintained and administered in accordance with applicable laws Laws at all times on and after the effective date of such change. Each Company ERISA Benefit Plan that is intended to be qualified under Code Section 401(a) is and has at all times been so qualified in form and, in all material respects, in operation. (e) There are no facts or circumstances relating to any Company ERISA Benefit Plan or Company Non-ERISA Benefit Arrangement that could, directly or indirectly, subject Company or any Related Party to (i) any excise tax or other liability under Chapters 43 or 47 of Subtitle D of the Code, (ii) any penalty, tax or other liability under Code Sections 6651, 6652 and 6690 or (iii) any civil penalty or other liability under Section 502(c) of ERISA. (f) No payment made or benefit provided pursuant to any Company ERISA Benefit Plan, Company Non-ERISA Benefit Arrangement or Employee Agreement will be nondeductible to Company or any Related Party because of the applicability of Code Section 280G, nor will either Company or any Related Party be required to gross up or otherwise compensate any recipient in connection with the imposition of any excise tax (including any interest or penalties related thereto) pursuant to Code Section 4999. Neither Company nor any Related Party will incur any Liability in connection with severance benefits which become payable solely by reason of the transactions contemplated by this AgreementTransaction. Other than as expressly provided herein, such transactions the Transaction will not result in the acceleration of accruals, funding, vesting or payment of any contribution or benefit under any Company ERISA Benefit Plan, Company Non-ERISA Benefit Arrangement or Employee Agreement. (g) Other than as required by COBRA, Company does not provide or maintain, or provide nor is it obligated to maintain or provide, post-retirement or post-termination health, medical, life or other welfare benefits for employees or former employees of Company. No promise or other commitment exists that would prevent either Buyer Digital Angel or Company or Stockholder from amending or terminating any arrangement providing health, medical, life, or other welfare benefits in respect of any current or former employee of Company without liability therefor. Except as set forth in the applicable government instruments or as required by law, neither Company nor any other person Person has created any impediment to the amendment, termination, merger of or transfer of assets and liabilities with respect to any Company ERISA Benefit Plan, Company Non-ERISA Benefit Arrangement or Employee Agreement. (h) All contributions or benefit obligations in connection with any Company ERISA Benefit Plan, Company Non-ERISA Benefit Arrangement or Employee Agreement have been fully paid or properly accrued in accordance with GAAP in the Financial Statements of Company. All obligations to provide medical, dental, vision, life, accidental death and dismembership or long-term disability benefits pursuant to any Company ERISA Benefit Plan, Company Non-ERISA Benefit Arrangement or Employee Agreement are either fully insured (except for amounts not covered by reason of co-payments, deductibles, participant contributions or similar allowances) or will be provided by an HMO with respect to which Company’s 's sole liability Liability is to pay premiums. (i) There are no pending or, to Stockholder’s knowledgeCompany's Best Knowledge, threatened audits or investigations by any governmental entityGovernmental Entity, claims (other than undisputed claims for benefits arising in the ordinary course), suits, grievances or other proceedings, and Company is unaware of any facts or circumstances that could give rise thereto, involving, directly or indirectly, any Company ERISA Benefit Plan, Company Non-ERISA Benefit Arrangement, or Employment Agreement.

Employee Plans and Arrangements. (a) Neither Company Sellers nor any Related Party (i.e., any entity which is considered a single employer with Company under applicable law) sponsors, maintains, administers, contributes to or has or could reasonably be expected to have any Liability with respect to any ERISA benefit plan Benefit Plan other than an ERISA benefit plan Benefit Plan specifically listed on Schedule 4.25(aSCHEDULE 4.18(a) (a “"Company ERISA Benefit Plan”"). No Company ERISA Benefit Plan is subject to Code Section 412 or Part 3 of Subtitle B of Title I of ERISA or Title IV of ERISA. Neither Company nor Schedule 4.18(a) also lists the outstanding balances as of the Effective Time of any Related Party has or could reasonably be expected to have any liability to any person in connection with any “voluntary employees’ beneficiary association” within loans under the meaning of Code Section 501(c)(9), “welfare benefit fund” within the meaning of Code Section 419, “qualified asset account” within the meaning of Code Section 419A or “multiple employer welfare arrangement” within the meaning of ERISA Section 3(40). As used herein, “Code” means the Internal Revenue Code of 1986, as amended, and “ERISA” means the Employee Retirement Income Security Act of 1974, as amendedCompany's 40 1 (k) Plan. (b) Except as disclosed on Schedule 4.25(b), neither Company No Corporate Seller nor any Related Party sponsors, maintains, administers, contributes to, is a party to or has or could reasonably be expected to have any liability Liability with respect to (i) any nonNon-ERISA benefit arrangement Benefit Arrangement other than a nonNon-ERISA benefit arrangement Benefit Arrangement specifically listed on Schedule 4.25(bSCHEDULE 4.18(b) (a “"Company Non-ERISA Benefit Arrangement”"), or (ii) employment agreement, collective bargaining agreement, consulting agreement, confidentiality agreement, agreement not to compete or other labor agreement between either Company Seller or a Related Party and any individual who provides or provided personal services to either Company Seller or a Related Party as an employee or otherwise or such individual’s 's employer or agentagent (an "Employee Agreement") other than an Employee Agreement specifically listed on Schedule 4.18(b). (c) True and complete copies of each of the following documents have been made available delivered to Buyer: (i) each Company Non-ERISA Benefit Arrangement or operated by any of the Corporate Sellers or, a complete description of any nonNon-ERISA benefit arrangement Benefit Arrangement that is not in writing and a complete and accurate description of the individuals covered by each such arrangement; (ii) all written documents of any nature reflecting contractual establishing the terms and conditions of any person’s employment with the Company (an “each Employee Agreement”) Agreement or a complete description of any Employee Agreement that is not in writing; (iii) all written documents of any nature establishing the terms and conditions of each Company ERISA Benefit Plan plan and related trust or insurance agreements or contracts evidencing any funding vehicle with respect thereto; (iv) the three most recent annual reports on Treasury Form 5500, including all schedules and attachments, with respect to any plan for which such a report is required; (v) the form of summary plan description, including any summary of material modifications thereto or other modifications communicated to participants; and (vi) the most recent determination letter with respect to each Company ERISA Benefit Plan intended to qualify under Section 401(a) of the Code and the full and complete application therefor submitted to the Internal Revenue Service. (d) Each Company ERISA Benefit Plan and Company Non-ERISA Benefit Arrangement and Employee Agreement is and has been maintained and administered in accordance in all material respects with the documents There are no facts or instruments governing the plan, arrangement or agreement (or in accordance with the written descriptions thereof provided in Schedule 4.25(d) in the case of an unwritten Company Non-ERISA Benefit Arrangement or Employee Agreement), except in the case of circumstances relating to any change in applicable governing laws that are not yet required to be incorporated into the instruments or documents governing the plan, arrangement or agreement, in which case the plan, arrangement or agreement has in operation been maintained and administered in accordance with applicable laws at all times on and after the effective date of such change. Each Company ERISA Benefit Plan that is intended could, directly or indirectly, subject Company or any Related Party to be qualified under Code Section 401(a) is and has at all times been so qualified in form and, in all material respects, in operationany liability pursuant to COBRA. (e) There are no facts or circumstances relating to any Company ERISA Benefit Plan or Company Plan, Non-ERISA Benefit Arrangement operated by any of the Corporate Sellers or Employee Agreement that could, directly or indirectly, subject Company the Buyer or any Related Party of its Affiliates to (i) any excise tax or other liability under Chapters 43 or 47 of Subtitle D of the Code, (ii) any penalty, tax or other liability under Code Sections 6651, 6652 and 6690 or (iii) any civil penalty or other liability under Section 502(c) of ERISALiability. (f) No payment made or benefit provided pursuant to any Company ERISA Benefit Plan, Company Non-ERISA Benefit Arrangement or Employee Agreement will be nondeductible to Company or any Related Party because of the applicability of Code Section 280G, nor will either Company or any Related Party be required to gross up or otherwise compensate any recipient in connection with the imposition of any excise tax (including any interest or penalties related thereto) pursuant to Code Section 4999. Neither Company nor any Related Party will incur any Liability in connection with severance benefits which become payable solely by reason of the transactions contemplated by this Agreement. Other than as expressly provided herein, such transactions will not result in the acceleration of accruals, funding, vesting or payment of any contribution or benefit under any Company ERISA Benefit Plan, Company Non-ERISA Benefit Arrangement or Employee Agreement.[INTENTIONALLY OMITTED] (g) Other than as required by COBRANeither the Canadian Seller, Company does not provide or maintain, or provide nor is it obligated to maintain or provide, post-retirement or post-termination health, medical, life or other welfare benefits for employees or former employees of Company. No promise or other commitment exists that would prevent either Buyer or Company or Stockholder from amending or terminating any arrangement providing health, medical, life, or other welfare benefits in respect of any current or former employee of Company without liability therefor. Except as set forth in the applicable government instruments or as required by law, neither Company nor any other person related party sponsors, maintains, administers or contributes to or has created or could reasonably be expected to have any impediment to the amendment, termination, merger of or transfer of assets and liabilities Liability with respect to any Company ERISA "registered pension plan" as that term is defined in subsection 248(l) of the INCOME TAX ACT (Canada) or with respect to any plans, arrangements, agreements, programs, policies or practices, whether oral or written, formal or informal, funded or unfunded, relating to retirement savings or pensions, including, without limitation, any group registered retirement savings plan, or supplemental pension or retirement plan; any bonus, profit sharing, deferred compensation, incentive compensation, hospitalization, health, dental, disability, unemployment insurance, vacation pay, severance pay or other benefit plan with respect to any of the employees situated in Canada who are to become employees of the Canadian Buyer (the "Canadian Transferred Employees"), other than: (i) all statutory plans which the Canadian Seller or any related party is required to comply with, including, without limitation, the Canada Pension Plan and plans administered pursuant to applicable provincial health tax, workers' compensation and unemployment insurance legislation; and (ii) those plans, policies and arrangements set out in Schedule 4.18(g) (the "Canadian Employee Benefit Plan, Company Non-ERISA Benefit Arrangement or Employee AgreementPlans"). (h) All With respect to the Canadian Employee Benefit Plans, (i) each of the Canadian Employee Benefit Plans are, and have been, established, registered, qualified, administered, contributed to and invested, in compliance with the terms thereof, and all Laws; (ii) all obligations under the Canadian Employee Benefit Plans (whether pursuant to the terms thereof or Laws) have been satisfied; (iii) all contributions or benefit obligations premiums required to be. paid to or in connection with any Company ERISA respect of each of the Canadian Employee Benefit Plan, Company Non-ERISA Benefit Arrangement or Employee Agreement Plans have been fully paid or properly accrued in a timely fashion in accordance with GAAP in the Financial Statements of Company. All obligations to provide medicalterms thereof and all Laws; (iv) no Taxes, dental, vision, life, accidental death and dismembership penalties or long-term disability benefits pursuant to fees are owing or eligible under any Company ERISA Canadian Employee Benefit Plan; and (v) there is no proceeding, Company Non-ERISA Benefit Arrangement action, suit or Employee Agreement are either fully insured claim (except other than routine claims for amounts not covered by reason of co-payments, deductibles, participant contributions benefits) pending or similar allowances) or will be provided by an HMO with respect to which Company’s sole liability is to pay premiums. (i) There are no pending or, to Stockholder’s Canadian Seller's knowledge, threatened audits involving any Canadian Employee Benefit Plan or investigations by its assets, and to Canadian Seller's knowledge, no facts exist which could reasonably be expected to give rise to any governmental entitysuch proceeding, claims action, suit or claim (other than undisputed routine claims for benefits arising in the ordinary coursebenefits), suits, grievances or other proceedings, and Company is unaware of any facts or circumstances that could give rise thereto, involving, directly or indirectly, any Company ERISA Benefit Plan, Company Non-ERISA Benefit Arrangement, or Employment Agreement.