Common use of Employee Plans Clause in Contracts

Employee Plans. The STOCKHOLDERS have delivered to MARINEMAX a true, complete and accurate schedule (Schedule 5.19) showing all employee benefit plans of COMPANY (including COMPANY's subsidiaries, if any), including, without limitation, all employment agreements and other agreements or arrangements containing "golden parachute" or other similar provisions, and deferred compensation agreements, together with true, complete and correct copies of such plans, agreements and any trusts related thereto, and classifications of employees covered thereby existing as of the Balance Sheet Date. Except for the employee benefit plans, if any, described on Schedule 5.19, COMPANY (including COMPANY's subsidiaries, if any) does not sponsor, maintain or contribute to any plan program, fund or arrangement that constitutes an "employee pension benefit plan," nor does COMPANY have any obligation to contribute to or accrue or pay any benefits under any deferred compensation or retirement funding arrangement on behalf of any employee or employees (such as, for example, and without limitation, any individual retirement account or annuity, any "excess benefit plan" (within the meaning of Section 3(36) of ERISA), or any nonqualified deferred compensation arrangement). For the purposes of this Agreement, the term "employee pension benefit plan" shall have the same meaning as is given that term in Section 3(2) of ERISA. Neither COMPANY nor any Acquired Party has sponsored, maintained or contributed to any employee pension benefit plan other than the plans set forth on Schedule 5.19, nor is COMPANY or any Acquired Party required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions or employment of any of COMPANY's or any Acquired Party's employees. Neither COMPANY nor any Acquired Party is now, or can as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation or to any multiemployer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on Schedule 5.19 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of COMPANY and any Acquired Party with respect to any plan listed on Schedule 5.19 have either been fulfilled in their entirety or are fully reflected on the December 31, 1997 balance sheet of COMPANY as of the Balance Sheet Date.

Employee Plans. The STOCKHOLDERS have delivered to MARINEMAX a true, complete and METALS an accurate schedule (Schedule 5.19) showing all employee benefit plans of COMPANY (including COMPANY's subsidiaries, if anySubsidiaries), including, without limitation, including all employment agreements and other agreements or arrangements containing "golden parachute" or other similar provisions, and deferred compensation agreements, together with true, complete and correct copies of such plans, agreements and any trusts related thereto, and classifications of employees covered thereby existing as of the Balance Sheet Date. Except for the employee benefit plans, if any, described on Schedule 5.19, COMPANY (including the COMPANY's subsidiaries, if anySubsidiaries) does not sponsor, maintain or contribute to any plan program, fund or arrangement that constitutes an "employee pension benefit plan," nor does has COMPANY have or any Subsidiary any obligation to contribute to or accrue or pay any benefits under any deferred compensation or retirement funding arrangement on behalf of any employee or employees (such as, for example, and without limitation, any individual retirement account or annuity, any "excess benefit plan" (within the meaning of Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), ) or any nonqualified non-qualified deferred compensation arrangement). For the purposes of this Agreement, the term "employee pension benefit plan" shall have the same meaning as is given that term in Section 3(2) of ERISA. Neither COMPANY nor any Acquired Party Subsidiary has sponsored, maintained or contributed to any employee pension benefit plan other than the plans set forth on Schedule 5.19, nor is COMPANY or any Acquired Party Subsidiary required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions or employment of any of COMPANY's or any Acquired PartySubsidiary's employees. Neither the COMPANY nor any Acquired Party Subsidiary is now, or can will as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation or to any multiemployer employee pension benefit plan under the provisions of Title IV of ERISAERISA for any amounts which would have a Material Adverse Effect on the COMPANY. All employee benefit plans listed on Schedule 5.19 and the administration thereof are in substantial compliance in all material respects with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of COMPANY and or any Acquired Party Subsidiary with respect to any plan listed on Schedule 5.19 have either been fulfilled in their entirety or are fully reflected on the December 31, 1997 balance sheet of the COMPANY as of the Balance Sheet Date.

Employee Plans. The STOCKHOLDERS have COMPANY has delivered to MARINEMAX a true, complete and VPI an accurate schedule (Schedule 5.195.20) showing all employee benefit plans currently sponsored or maintained or contributed to by, or which cover the current or former employees or directors of COMPANY (including the COMPANY's subsidiaries, if any), including, without limitation, all employment agreements and other agreements or arrangements containing "golden parachute" or other similar provisions, and all deferred compensation agreements, together with true, complete and correct copies of such plans, agreements and any trusts related thereto, and classifications of employees covered thereby existing as of the Balance Sheet Date. Except for the employee benefit plans, if any, described on Schedule 5.195.20, the COMPANY (including COMPANY's subsidiaries, if any) does not sponsor, maintain or contribute to any plan program, fund or arrangement that constitutes an "employee pension benefit plan," (within the meaning of Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) nor does has the COMPANY have any obligation to contribute to or accrue or pay any benefits under any deferred compensation or retirement funding arrangement on behalf of any employee or employees (such as, for example, and without limitation, any individual retirement account or annuity, any "excess benefit plan" (within the meaning of Section 3(36) of ERISA), ) or any nonqualified non-qualified deferred compensation arrangement). For the purposes of this Agreement, the term "employee pension benefit plan" shall have the same meaning as is given that term in Section 3(2) of ERISA. Neither The COMPANY nor any Acquired Party has not sponsored, maintained or contributed to any employee pension benefit plan other than the plans plans, agreements, arrangements and trusts set forth on Schedule 5.195.20, nor is the COMPANY or any Acquired Party required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions or employment of any of the COMPANY's or any Acquired Party's employees. Neither COMPANY nor any Acquired Party is now, or can as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation or to any multiemployer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on Schedule 5.19 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of the COMPANY and any Acquired Party with respect to any plan listed on Schedule 5.19 5.20 have either been fulfilled in their entirety or are fully reflected on the December 31, 1997 balance sheet of the COMPANY as of the Balance Sheet Date.

Employee Plans. The STOCKHOLDERS have delivered to MARINEMAX a true, complete and accurate schedule (Schedule 5.19) showing all employee benefit plans of COMPANY (including COMPANY's subsidiaries, if any), including, without limitation, all employment agreements and other agreements or arrangements containing "golden parachute" or other similar provisions, and deferred compensation agreements, together with true, complete and correct copies of such plans, agreements and any trusts related thereto, and classifications of employees covered thereby existing as of the Balance Sheet Date. Except for the employee benefit plans, if any, described on Schedule 5.19, COMPANY (including COMPANY's subsidiaries, if any) does not sponsor, maintain or contribute to any plan program, fund or arrangement that constitutes an "employee pension benefit plan," nor does COMPANY have any obligation to contribute to or accrue or pay any benefits under any deferred compensation or retirement funding arrangement on behalf of any employee or employees (such as, for example, and without limitation, any individual retirement account or annuity, any "excess benefit plan" (within the meaning of Section 3(36) of ERISA), or any nonqualified deferred compensation arrangement). For the purposes of this Agreement, the term "employee pension benefit plan" shall have the same meaning as is given that term in Section 3(2) of ERISA. Neither COMPANY nor any Acquired Party has sponsored, maintained or contributed to any employee pension benefit plan other than the plans set forth on Schedule 5.19, nor is COMPANY or any Acquired Party required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions or employment of any of COMPANY's or any Acquired Party's employees. Neither COMPANY nor any Acquired Party is now, or can as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation or to any multiemployer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on Schedule 5.19 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of COMPANY and any Acquired Party with respect to any plan listed on Schedule 5.19 have either been fulfilled in their entirety or are fully reflected on the December 31, 1997 balance sheet of COMPANY as of the Balance Sheet Date.

Employee Plans. The STOCKHOLDERS have delivered to MARINEMAX a true, complete and CSI an accurate schedule (Schedule 5.19) showing all employee benefit plans of COMPANY (including COMPANY's subsidiaries, if anySubsidiaries), including, without limitation, including all employment agreements and other agreements or arrangements containing "golden parachute" or other similar provisions, and deferred compensation agreements, together with true, complete and correct copies of such plans, agreements and any trusts related thereto, and classifications of employees covered thereby existing as of the Balance Sheet Date. Except for the employee benefit plans, if any, described on Schedule 5.19, COMPANY (including the COMPANY's subsidiaries, if anySubsidiaries) does not sponsor, maintain or contribute to any plan program, fund or arrangement that constitutes an "employee pension benefit plan," nor does has COMPANY have or any Subsidiary any obligation to contribute to or accrue or pay any benefits under any deferred compensation or retirement funding arrangement on behalf of any employee or employees (such as, for example, and without limitation, any individual retirement account or annuity, any "excess benefit plan" (within the meaning of Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), ) or any nonqualified non-qualified deferred compensation arrangement). For the purposes of this Agreement, the term "employee pension benefit plan" shall have the same meaning as is given that term in Section 3(2) of ERISA. Neither COMPANY nor any Acquired Party Subsidiary has sponsored, maintained or contributed to any employee pension benefit plan other than the plans set forth on Schedule 5.19, nor is COMPANY or any Acquired Party Subsidiary required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions or employment of any of COMPANY's or any Acquired PartySubsidiary's employees. Neither the COMPANY nor any Acquired Party Subsidiary is now, or can as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation or to any multiemployer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on Schedule 5.19 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of COMPANY and or any Acquired Party Subsidiary with respect to any plan listed on Schedule 5.19 have either been fulfilled in their entirety or are fully reflected on the December 31, 1997 balance sheet of the COMPANY as of the Balance Sheet Date.

Employee Plans. The STOCKHOLDERS have COMPANY has delivered to MARINEMAX a true, complete and HOLDING an accurate schedule (which is set forth on Schedule 5.19) showing all employee benefit plans of COMPANY (the COMPANY, including COMPANY's subsidiaries, if any), including, without limitation, all employment agreements and other agreements or arrangements containing "golden parachute" or other similar provisions, and deferred compensation agreements, together with true, complete and correct copies of such plans, agreements and any trusts related thereto, and classifications of employees covered thereby existing as of the Balance Sheet Date. Except for the employee benefit plans, if any, described on Schedule 5.19, the COMPANY (including COMPANY's subsidiaries, if any) does not sponsor, maintain or contribute to any plan plan, program, fund or arrangement that constitutes an "employee pension benefit plan," nor does the COMPANY have any obligation to contribute to or accrue or pay any benefits under any deferred compensation or retirement funding arrangement on behalf of any employee or employees (such as, for example, and without limitation, any individual retirement account or annuity, any "excess benefit plan" (within the meaning of Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), ) or any nonqualified non-qualified deferred compensation arrangement). For the purposes of this Agreement, the term "employee pension benefit plan" shall have the same meaning as is given that term in Section 3(2) of ERISA. Neither The COMPANY nor any Acquired Party does not currently maintain or contribute, and has sponsored, not in the past three years maintained or contributed contributed, to any employee pension benefit plan other than the plans set forth on Schedule 5.19, nor is the COMPANY or any Acquired Party required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions or of employment of any of the COMPANY's or any Acquired Party's employees, except as set forth on Schedule 5.19. Neither Except as set forth on Schedule 5.19, the COMPANY nor any Acquired Party is not now, or can as a result of its past activities and it and the STOCKHOLDERS do not reasonably expect to become, liable to the Pension Benefit Guaranty Corporation (other than for the payment of premiums in the ordinary course) or to any multiemployer employee pension benefit plan within the meaning of Section 3(37) of ERISA (a "Multiemployer Plan") under the provisions of Title IV of ERISA. All employee benefit plans other than Multiemployer Plans listed on Schedule 5.19 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of the COMPANY and any Acquired Party with respect to any plan listed on Schedule 5.19 have either been fulfilled in their entirety or are fully reflected on the December 31, 1997 balance sheet of the COMPANY as of the Balance Sheet Date.

Employee Plans. The STOCKHOLDERS have COMPANY has delivered to MARINEMAX a true, complete and VPI an accurate schedule (Schedule 5.195.20) showing all employee benefit plans currently sponsored or maintained or contributed to by, or which cover the current or former employees or directors of COMPANY (including the COMPANY's subsidiaries, if any), including, without limitation, all employment agreements and other agreements or arrangements containing "golden parachute" or other similar provisions, and all deferred compensation agreements, together with true, complete and correct copies of such plans, agreements and any trusts related thereto, and classifications of employees covered thereby existing as of the Balance Sheet Date. Except for the employee benefit plans, if any, described on Schedule 5.195.20, the COMPANY (including COMPANY's subsidiaries, if any) does not sponsor, maintain or contribute to any plan program, fund or arrangement that constitutes an "employee pension benefit plan," (within the meaning of Section (3)(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) nor does has the COMPANY have any obligation to contribute to or accrue or pay any benefits under any deferred compensation or retirement funding arrangement on behalf of any employee or employees (such as, for example, and without limitation, any individual retirement account or annuity, any "excess benefit plan" (within the meaning of Section 3(36) of ERISA), ) or any nonqualified non-qualified deferred compensation arrangement). For the purposes of this Agreement, the term "employee pension benefit plan" shall have the same meaning as is given that term in Section 3(2) of ERISA. Neither The COMPANY nor any Acquired Party has not sponsored, maintained or contributed to any employee pension benefit plan other than the plans plans, agreements, arrangements and trusts set forth on Schedule 5.195.20, nor is the COMPANY or any Acquired Party required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions or employment of any of the COMPANY's or any Acquired Party's employees. Neither COMPANY nor any Acquired Party is now, or can as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation or to any multiemployer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on Schedule 5.19 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of the COMPANY and any Acquired Party with respect to any plan listed on Schedule 5.19 5.20 have either been fulfilled in their entirety or are fully reflected on the December 31, 1997 balance sheet of the COMPANY as of the Balance Sheet Date.

Employee Plans. The STOCKHOLDERS have delivered to MARINEMAX a true, complete and Schedule 4.15 represents an accurate schedule (Schedule 5.19) showing list of all employee benefit plans of COMPANY (Company, including COMPANY's subsidiaries, if any), including, without limitation, all employment agreements and other agreements or arrangements containing "golden parachute" or other similar provisions, and deferred compensation agreements, together with true, complete and correct copies of such plans, agreements and any trusts related thereto, and classifications of employees covered thereby existing as of the Balance Sheet Initial Disclosure Date. Except for the employee benefit plans, if any, described on Schedule 5.194.15, COMPANY (including COMPANY's subsidiaries, if any) Company does not sponsor, maintain or contribute to any plan program, fund or arrangement that constitutes an "employee pension benefit plan," nor and Company does COMPANY not have any obligation to contribute to or accrue or pay any benefits under any deferred compensation or retirement funding arrangement on behalf of any employee or employees (such as, for example, and without limitation, any individual retirement account or annuity, any "excess benefit plan" (within the meaning of Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended "ERISA), ") or any nonqualified non-qualified deferred compensation arrangement). For the purposes of this Agreement, the term "employee pension benefit plan" shall have the same meaning as is given that term in Section 3(2) of ERISA. Neither COMPANY nor any Acquired Party Company has not sponsored, maintained or contributed to any employee pension benefit plan other than the plans set forth on Schedule 5.194.15, nor is COMPANY or any Acquired Party Company required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions or employment of any of COMPANY's or any Acquired PartyCompany's employees. Neither COMPANY nor any Acquired Party Company is not now, or can nor as a result of its past activities can it reasonably be expected to become, liable to the Pension Benefit Guaranty Corporation (other than for premium payments) or to any multiemployer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on Schedule 5.19 4.15 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federalFederal, state and local statutes, ordinances and regulations. All accrued contribution obligations of COMPANY and any Acquired Party Company with respect to any plan listed on Schedule 5.19 4.15 have either been fulfilled in their entirety or are fully reflected on the December 31, 1997 balance sheet of COMPANY Company as of the Balance Sheet Date.

Employee Plans. The STOCKHOLDERS have delivered to MARINEMAX a true, complete and accurate schedule (Schedule 5.19) showing all employee benefit plans of COMPANY (including COMPANY's subsidiaries, if any), including, without limitation, all employment agreements and other agreements or arrangements containing "golden parachute" or other similar provisions, and deferred compensation agreements, together with true, complete and correct copies of such plans, agreements and any trusts related thereto, and classifications of employees covered thereby existing as of the Balance Sheet Date. Except for the employee benefit plans, if any, described on Schedule 5.19, COMPANY (including COMPANY's subsidiaries, if any) does not sponsor, maintain or contribute to any plan program, fund or arrangement that constitutes an "employee pension benefit plan," nor does COMPANY have any obligation to contribute to or accrue or pay any benefits under any deferred compensation or retirement funding arrangement on behalf of any employee or employees (such as, for example, and without limitation, any individual retirement account or annuity, any "excess benefit plan" (within the meaning of Section 3(36) of ERISA), or any nonqualified deferred compensation arrangement). For the purposes of this Agreement, the term "employee pension benefit plan" shall have the same meaning as is given that term in Section 3(2) of ERISA. Neither COMPANY nor any Acquired Party has sponsored, maintained or contributed to any employee pension benefit plan other than the plans set forth on Schedule 5.19, nor is COMPANY or any Acquired Party required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions or employment of any of COMPANY's or any Acquired Party's employees. Neither COMPANY nor any Acquired Party is now, or can as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation or to any multiemployer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on Schedule 5.19 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of COMPANY and any Acquired Party with respect to any plan listed on Schedule 5.19 have either been fulfilled in their entirety or are fully reflected on the December 31, 1997 balance sheet of COMPANY as of the Balance Sheet Date.

Employee Plans. The STOCKHOLDERS have Each COMPANY has delivered to MARINEMAX a true, complete and VPI an accurate schedule (Schedule 5.195.20) showing all employee benefit plans currently sponsored or maintained or contributed to by, or which cover the current or former employees or directors of COMPANY (including such COMPANY's subsidiaries, if any), including, without limitation, all employment agreements and other agreements or arrangements containing "golden parachute" or other similar provisions, and all deferred compensation agreements, together with true, complete and correct copies of such plans, agreements and any trusts related thereto, and classifications of employees covered thereby existing as of the Balance Sheet Date. Except for the employee benefit plans, if any, described on Schedule 5.195.20, neither COMPANY (including COMPANY's subsidiariessponsors, if any) does not sponsor, maintain maintains or contribute contributes to any plan program, fund or arrangement that constitutes an "employee pension benefit plan," (within the meaning of Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) nor does has any COMPANY have any obligation to contribute to or accrue or pay any benefits under any deferred compensation or retirement funding arrangement on behalf of any employee or employees (such as, for example, and without limitation, any individual retirement account or annuity, any "excess benefit plan" (within the meaning of Section 3(36) of ERISA), ) or any nonqualified non-qualified deferred compensation arrangement). For the purposes of this Agreement, the term "employee pension benefit plan" shall have the same meaning as is given that term in Section 3(2) of ERISA. Neither COMPANY nor any Acquired Party has sponsored, maintained or contributed to any employee pension benefit plan other than the plans plans, agreements, arrangements and trusts set forth on Schedule 5.195.20, nor is any COMPANY or any Acquired Party required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions or employment of any of such COMPANY's or any Acquired Party's employees. Neither COMPANY nor any Acquired Party is now, or can as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation or to any multiemployer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on Schedule 5.19 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of each COMPANY and any Acquired Party with respect to any plan listed on Schedule 5.19 5.20 have either been fulfilled in their entirety or are fully reflected on the December 31, 1997 balance sheet of such COMPANY as of the Balance Sheet Date.

Employee Plans. The STOCKHOLDERS have Each COMPANY has delivered to MARINEMAX a true, complete and VPI an accurate schedule (Schedule 5.195.20) showing all employee benefit plans currently sponsored or maintained or contributed to by, or which cover the current or former employees or directors of COMPANY (including such COMPANY's subsidiaries, if any), including, without limitation, all employment agreements and other agreements or arrangements containing "golden parachute" or other similar provisions, and all deferred compensation agreements, together with true, complete and correct copies of such plans, agreements and any trusts related thereto, and classifications of employees covered thereby existing as of the Balance Sheet Date. Except for the employee benefit plans, if any, described on Schedule 5.195.20, neither COMPANY (including COMPANY's subsidiariessponsors, if any) does not sponsor, maintain maintains or contribute contributes to any plan program, fund or arrangement that constitutes an "employee pension benefit plan," (within the meaning of Section (3)(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) nor does has any COMPANY have any obligation to contribute to or accrue or pay any benefits under any deferred compensation or retirement funding arrangement on behalf of any employee or employees (such as, for example, and without limitation, any individual retirement account or annuity, any "excess benefit plan" (within the meaning of Section 3(36) of ERISA) the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), ) or any nonqualified non-qualified deferred compensation arrangement). For the purposes of this Agreement, the term "employee pension benefit plan" shall have the same meaning as is given that term in Section 3(2) of ERISA. Neither COMPANY nor any Acquired Party has sponsored, maintained or contributed to any employee pension benefit plan other than the plans plans, agreements, arrangements and trusts set forth on Schedule 5.195.20, nor is any COMPANY or any Acquired Party required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions or employment of any of such COMPANY's or any Acquired Party's employees. Neither COMPANY nor any Acquired Party is now, or can as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation or to any multiemployer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on Schedule 5.19 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of each COMPANY and any Acquired Party with respect to any plan listed on Schedule 5.19 5.20 have either been fulfilled in their entirety or are fully reflected on the December 31, 1997 balance sheet of such COMPANY as of the Balance Sheet Date.

Employee Plans. The STOCKHOLDERS have STOCKHOLDER has delivered to MARINEMAX a true, complete and accurate schedule (Schedule 5.19) showing all employee benefit plans of COMPANY (including COMPANY's subsidiaries, if any), including, without limitation, all employment agreements and other agreements or arrangements containing "golden parachute" or other similar provisions, and deferred compensation agreements, together with true, complete and correct copies of such plans, agreements and any trusts related thereto, and classifications of employees covered thereby existing as of the Balance Sheet Date. Except for the employee benefit plans, if any, described on Schedule 5.19, COMPANY (including COMPANY's subsidiaries, if any) does not sponsor, maintain or contribute to any plan program, fund or arrangement that constitutes an "employee pension benefit plan," nor does COMPANY have any obligation to contribute to or accrue or pay any benefits under any deferred compensation or retirement funding arrangement on behalf of any employee or employees (such as, for example, and without limitation, any individual retirement account or annuity, any "excess benefit plan" (within the meaning of Section 3(36) of ERISA), or any nonqualified deferred compensation arrangement). For the purposes of this Agreement, the term "employee pension benefit plan" shall have the same meaning as is given that term in Section 3(2) of ERISA. Neither COMPANY nor any Acquired Party has sponsored, maintained or contributed to any employee pension benefit plan other than the plans set forth on Schedule 5.19, nor is COMPANY or any Acquired Party required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions or employment of any of COMPANY's or any Acquired Party's employees. Neither COMPANY nor any Acquired Party is now, or can as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation or to any multiemployer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on Schedule 5.19 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of COMPANY and any Acquired Party with respect to any plan listed on Schedule 5.19 have either been fulfilled in their entirety or are fully reflected on the December 31, 1997 balance sheet of COMPANY as of the Balance Sheet Date.

Employee Plans. The STOCKHOLDERS have delivered to MARINEMAX a true, complete and Schedule 4.15 represents an accurate schedule (Schedule 5.19) showing list of all employee benefit plans of COMPANY (Seller, including COMPANY's subsidiaries, if any), including, without limitation, all employment agreements and other agreements or arrangements containing "golden parachute" or other similar provisions, and deferred compensation agreements, together with true, complete and correct copies of such plans, agreements and any trusts related thereto, and classifications of employees covered thereby existing as of the Balance Sheet Initial Disclosure Date. Except for the employee benefit plans, if any, described on Schedule 5.194.15, COMPANY (including COMPANY's subsidiaries, if any) Seller does not sponsor, maintain or contribute to any plan program, fund or arrangement that constitutes an "employee pension benefit plan," nor and Seller does COMPANY not have any obligation to contribute to or accrue or pay any benefits under any deferred compensation or retirement funding arrangement on behalf of any employee or employees (such as, for example, and without limitation, any individual retirement account or annuity, any "excess benefit plan" (within the meaning of Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended "ERISA), ") or any nonqualified non-qualified deferred compensation arrangement). For the purposes of this Agreement, the term "employee pension benefit plan" shall have the same meaning as is given that term in Section 3(2) of ERISA. Neither COMPANY nor any Acquired Party Seller has not sponsored, maintained or contributed to any employee pension benefit plan other than the plans set forth on Schedule 5.194.15, nor is COMPANY or any Acquired Party Seller required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions or employment of any of COMPANY's or any Acquired PartySeller's employees. Neither COMPANY nor any Acquired Party Seller is not now, or can nor as a result of its past activities can it reasonably be expected to become, liable to the Pension Benefit Guaranty Corporation (other than for premium payments) or to any multiemployer multi employer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on Schedule 5.19 4.15 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federalFederal, state and local statutes, ordinances and regulations. All accrued contribution obligations of COMPANY and any Acquired Party Seller with respect to any plan listed on Schedule 5.19 4.15 have either been fulfilled in their entirety or are fully reflected on the December 31, 1997 balance sheet of COMPANY Seller as of the Balance Sheet Date.

Employee Plans. The STOCKHOLDERS have delivered Schedule 5.T sets forth a description of all Employee Plans (as defined below), the financial and actuarial condition of such plans, the extent to MARINEMAX a truewhich they are funded, complete and accurate schedule (Schedule 5.19) showing the actuarial assumptions utilized in calculating the financial condition thereof. "Employee Plans" means all pension, retirement, disability, medical, dental or other health insurance plans, life insurance or other death benefit plans, profit sharing, deferred compensation, stock options, bonus or other incentive plans, severance plans, or other employee benefit plans or arrangements, whether or not funded, covering any of COMPANY DesignFX's current or former officers, employees, directors or consultants or to which DesignFX is a party or bound or otherwise may have any liability to any person (including COMPANY's subsidiariesany such plan formerly maintained or in connection with which DesignFX may have any liability to any person after the Closing, if any)and any such plan which is a multi-employer plan. No Employee Plan fails to comply in full with applicable provisions of the Employee Retirement Income Security Act of 1974 ("ERISA") and regulations issued under ERISA, in such a manner as to constitute, in the aggregate, a material adverse event. Complete and correct copies of all determination letters issued by the Internal Revenue Service relating to any qualified plans under Section 401(a) of the Internal Revenue Code have previously been delivered to Buyer. No facts or circumstance, including, without limitation, all employment agreements any "reportable events" as defined in ERISA and other agreements the regulations promulgated under ERISA, exist in connection with such plans which constitute, in the aggregate, a material adverse event, or arrangements containing "golden parachute" or other similar provisions, and deferred compensation agreements, together with true, complete and correct copies of such plans, agreements and any trusts related thereto, and classifications of employees covered thereby existing as of the Balance Sheet Date. Except which might constitute grounds for the employee benefit plans, if any, described on Schedule 5.19, COMPANY (including COMPANY's subsidiaries, if any) does not sponsor, maintain or contribute to any plan program, fund or arrangement that constitutes an "employee pension benefit plan," nor does COMPANY have any obligation to contribute to or accrue or pay any benefits under any deferred compensation or retirement funding arrangement on behalf termination of any employee or employees (such as, for example, and without limitation, any individual retirement account or annuity, any "excess benefit plan" (within the meaning of Section 3(36) of ERISA), or any nonqualified deferred compensation arrangement). For the purposes of this Agreement, the term "employee pension benefit plan" shall have the same meaning as is given that term in Section 3(2) of ERISA. Neither COMPANY nor any Acquired Party has sponsored, maintained or contributed to any employee pension benefit plan other than the plans set forth on Schedule 5.19, nor is COMPANY or any Acquired Party required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions or employment of any of COMPANY's or any Acquired Party's employees. Neither COMPANY nor any Acquired Party is now, or can as a result of its past activities become, liable to by the Pension Benefit Guaranty Corporation or for the appointment by the appropriate United States District Court of a trustee to administer any multiemployer employee pension benefit such plan, nor does any such plan under the provisions of Title IV of ERISAhave any funding deficiency. All employee benefit plans listed on Schedule 5.19 DesignFX has complied with and the administration thereof are performed in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with material respects all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution contractual obligations of COMPANY and any Acquired Party required by it to be performed with respect to any plan listed on Employee Plan or any related trust agreement or insurance contract. All contributions and other payments required to be made by DesignFX to any Employee Plan prior to the date hereof has been made. Except as disclosed in Schedule 5.19 have either 5.T, DesignFX has not communicated generally to its employees regarding any material increases of benefit levels (or creation of material new benefits) with respect to any Employee Plan beyond those reflected in the current Employee Plans. Except as set forth in Schedule 5.T, DesignFX has not participated in or incurred an obligation to contribute to any Multiemployer Plan (as defined in Section 3(37) of ERISA) or incurred or been fulfilled notified of any withdrawal liability in their entirety or are fully reflected on the December 31, 1997 balance sheet respect of COMPANY as of the Balance Sheet Dateany such plan.

Employee Plans. The STOCKHOLDERS have delivered to MARINEMAX a true, complete and PARENT an accurate schedule (Schedule 5.19) showing all employee benefit and employee welfare plans of the COMPANY (including COMPANY's subsidiaries, if any), including, without limitation, including all employment agreements and other agreements or arrangements containing "golden parachute" or other similar provisions, and deferred compensation agreements, together with true, complete and correct copies of such plans, agreements and any trusts related thereto, and classifications of employees covered thereby existing as of the Balance Sheet Date. Except for the employee benefit plans, if any, described on Schedule 5.19, COMPANY (including COMPANY's subsidiaries, if anya COMPANY subsidiary) does not sponsor, maintain or contribute to any plan program, fund or arrangement that constitutes an "employee pension benefit plan," nor does has COMPANY have or any subsidiary any obligation to contribute to or accrue or pay any benefits under any deferred compensation or retirement funding arrangement on behalf of any employee or employees (such as, for example, and without limitation, any individual retirement account or annuity, any "excess benefit plan" (within the meaning of Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), ) or any nonqualified non-qualified deferred compensation arrangement). For the purposes of this Agreement, the term "employee pension benefit plan" shall have the same meaning as is given that term in Section 3(2) of ERISA. Neither COMPANY nor any Acquired Party subsidiary has sponsored, maintained or contributed to any employee pension benefit plan other than the plans set forth on Schedule 5.19, nor is COMPANY or any Acquired Party subsidiary required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions or employment of any of COMPANY's or any Acquired Partysubsidiary's employees. Neither the COMPANY nor any Acquired Party subsidiary is now, or can as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation ("PBGC") or to any multiemployer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on Schedule 5.19 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of COMPANY and or any Acquired Party subsidiary with respect to any plan listed on Schedule 5.19 have either been fulfilled in their entirety or are fully reflected on the December 31, 1997 balance sheet of the COMPANY as of the Balance Sheet Date.

Employee Plans. The STOCKHOLDERS have COMPANY has delivered to MARINEMAX a true, complete and VPI an accurate schedule (Schedule 5.195.20) showing all employee benefit plans currently sponsored or maintained or contributed to by, or which cover the current or former employees or directors of COMPANY (including the COMPANY's subsidiaries, if any), including, without limitation, all employment agreements and other agreements or arrangements containing "golden parachute" or other similar provisions, and all deferred compensation agreements, together with true, complete and correct copies of such plans, agreements and any trusts related thereto, and classifications of employees covered thereby existing as of the Balance Sheet Date. Except for the employee benefit plans, if any, described on Schedule 5.195.20, the COMPANY (including COMPANY's subsidiaries, if any) does not sponsor, maintain or contribute to any plan program, fund or arrangement that constitutes an "employee pension benefit plan," (within the meaning of Section (3)(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) nor does has the COMPANY have any obligation to contribute to or accrue or pay any benefits under any deferred compensation or retirement funding arrangement on behalf of any employee or employees (such as, for example, and without limitation, any individual retirement account or annuity, any "excess benefit plan" (within the meaning of Section 3(36) of ERISA), or ERISA)or any nonqualified non-qualified deferred compensation arrangement). For the purposes of this Agreement, the term "employee pension benefit plan" shall have the same meaning as is given that term in Section 3(2) of ERISA. Neither The COMPANY nor any Acquired Party has not sponsored, maintained or contributed to any employee pension benefit plan other than the plans plans, agreements, arrangements and trusts set forth on Schedule 5.195.20, nor is the COMPANY or any Acquired Party required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions or employment of any of the COMPANY's or any Acquired Party's employees. Neither COMPANY nor any Acquired Party is now, or can as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation or to any multiemployer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on Schedule 5.19 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of the COMPANY and any Acquired Party with respect to any plan listed on Schedule 5.19 5.20 have either been fulfilled in their entirety or are fully reflected on the December 31, 1997 balance sheet of the COMPANY as of the Balance Sheet Date.