Common use of Employee Programs Clause in Contracts

Employee Programs. SCHEDULE 4.20 sets forth a list of every Employee Program (as defined below) maintained by the Company or any of its Subsidiaries at any time during the six-year period ending on the Closing Date or with respect to which a liability of the Company or any of its Subsidiaries exists. Except as set forth on SCHEDULE 4.20, each Employee Program (other than a Multiemployer Plan (as defined below)) which has been maintained by the Company during the six-year period ending on the Closing Date and which has been intended to qualify under Section 401(a) or Section 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such Section or the remedial amendment period under Section 401(b) of the Code has not yet expired with respect to such Employee Program and, to the Company's knowledge, nothing has occurred that would adversely affect such qualification since the date of such letter or application for a determination or approval letter has been timely made and, to the Company's knowledge, no reason exists why a favorable determination or approval shall not be granted. Except as set forth on SCHEDULE 4.20, the Company and its Subsidiaries do not know of any failure of any party to comply with any laws applicable with respect to the Employee Programs that have been maintained by the Company or any of its Subsidiaries, and no such failure will result from completion of the transactions contemplated hereby. Except as set forth on SCHEDULE 4.20 with respect to any Employee Program ever maintained by the Company or any of its Subsidiaries, there has been no "prohibited transaction," as defined in Section 406 of ERISA or Code Section 4975, or breach of any duty under ERISA or other applicable law or any agreement which in any such case could subject the Company or any of its Subsidiaries to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or Government administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program (other than a Multiemployer Plan). No event or omission has occurred which would cause any Employee Program to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code Section (including without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). Each asset held under any such Employee Program may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. None of the Company or its Subsidiaries have incurred any liability under Title IV of ERISA which has not been paid in full prior to the Closing. None of the Company or any of its Subsidiaries participates currently or has ever participated in or is required currently or has ever been required to contribute to or otherwise participate in any plan, program or arrangement subject to Title IV of ERISA or Code Section 412. None of the Company or its Subsidiaries participates currently or has ever participated in or is required currently or has ever been required to contribute to or otherwise participate in any Multiemployer Plan (as defined below). Except as disclosed on SCHEDULE 4.20, none of the Employee Programs which is a welfare plan maintained by the Company or any of its Subsidiaries provides health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by Part 6 of Subtitle B of Title I of ERISA or comparable statutes or regulations) or has ever promised to provide such post-termination benefits. Each Employee Program required to be listed on SCHEDULE 4.20 may be amended, terminated, or otherwise modified by the Company or its Subsidiaries to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any Employee Program and no employee communications or provision of any Employee Program document has failed to effectively reserve the right of the Company or its Subsidiaries to so amend, terminate or otherwise modify such Employee Program. For purposes of this Section 4.20:

Employee Programs. SCHEDULE 4.20 4.12 sets forth a list of every Employee Program (as defined below) maintained by the Company or Company, any of its Subsidiaries or any Current Affiliate (as defined below) at any time during the six-year period ending on the Closing Date or with respect to which a liability of the Company or Company, any of its Subsidiaries or an ERISA Affiliate (as defined below) exists. Except as set forth on SCHEDULE 4.204.12, each Employee Program (other than a Multiemployer Plan (as defined below)) which has been maintained by the Company during the six-year period ending on the Closing Date and which has been intended to qualify under Section 401(a) or Section 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such Section section or the remedial amendment period under Section 401(b) of the Code has not yet expired with respect to such Employee Program and, to the knowledge of the Company's knowledge, nothing has occurred that would adversely affect such qualification since the date of such letter or application for a determination or approval letter has been timely made and, and to the knowledge of the Company's knowledge, no reason exists why a favorable determination or approval shall not be granted. Except as set forth on SCHEDULE 4.204.12, the Company and its Subsidiaries do does not know of any failure of any party to comply with any laws applicable with respect to the Employee Programs that have been maintained by the Company or Company, any of its SubsidiariesSubsidiaries or any Current Affiliate or any ERISA Affiliates, and no such failure will result from completion of the transactions contemplated hereby. Except as set forth on SCHEDULE 4.20 4.12, with respect to any Employee Program ever maintained by the Company or Company, any of its SubsidiariesSubsidiaries or an ERISA Affiliate, there has been no "prohibited transaction," as defined in Section 406 of ERISA or Code Section 4975, or breach of any duty under ERISA or other applicable law or any agreement which in any such case could subject the Company or any of its Subsidiaries to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or Government governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program (other than a Multiemployer Plan). No event or omission has occurred which would cause any Employee Program to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code Section (including without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). Each asset held under any such Employee Program may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. None of the Company Company, its Subsidiaries, or its Subsidiaries Current Affiliates or any ERISA Affiliates have incurred any liability under Title IV of ERISA which has not been paid in full prior to the Closing. None of the Company Company, any of its Subsidiaries or any of its Subsidiaries Current Affiliates or any ERISA Affiliates participates currently or has ever during the six-year period ending on the Closing Date participated in or is required currently or has ever during the six-year period ending on the Closing Date been required to contribute to or otherwise participate in any plan, program or arrangement subject to Title IV of ERISA or Code Section 412ERISA. None of the Company Company, its Subsidiaries, or its Subsidiaries Current Affiliates or any ERISA Affiliates participates currently or has ever during the six-year period ending on the Closing Date participated in or is required currently or has ever during the six-year period ending on the Closing Date been required to contribute to or otherwise participate in any Multiemployer Plan (as defined below). Except as disclosed on SCHEDULE 4.204.12, none of the Employee Programs which is a welfare plan maintained by the Company or Company, any of its Subsidiaries or any ERISA Affiliate provides health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by Part 6 of Subtitle B of Title I of ERISA or comparable statutes or regulations) or has ever promised to provide such post-termination benefits. Each Employee Program required to be listed on SCHEDULE 4.20 may be amended, terminated, or otherwise modified by the Company or its Subsidiaries to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any Employee Program and no employee communications or provision of any Employee Program document has failed to effectively reserve the right of the Company or its Subsidiaries to so amend, terminate or otherwise modify such Employee Program. For purposes of this Section 4.20subsection:

Employee Programs. SCHEDULE 4.20 3.11 sets forth a list of every Employee Program (as defined below) maintained by the Company or any of its Subsidiaries Current Affiliate (as defined below) at any time during the sixfive-year period ending on the Closing Date or with respect to which a liability of the Company or any of its Subsidiaries an Affiliate (as defined below) exists. Except as set forth on SCHEDULE 4.20, each Each Employee Program (other than a Multiemployer Plan (as defined below)Plan) which has been maintained by the Company during the sixfive-year period ending on the Closing Date and which has been intended to qualify under Section 401(a) or Section 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS Internal Revenue Service regarding its qualification under such Section section or the remedial amendment period under Section 401(b) of the Code has not yet expired with respect to such Employee Program and, to the knowledge of the Company's knowledge, nothing has occurred that would adversely affect such qualification since the date of such letter or application for a determination or approval letter has been timely made andmade, and to the knowledge of the Company's knowledge, no reason exists why a favorable determination or approval shall not be granted. Except as set forth on SCHEDULE 4.203.11, the Company and its Subsidiaries do not know has no knowledge of any failure of any party to comply with any laws applicable with respect to the Employee Programs that have been maintained by the Company or any of its SubsidiariesCurrent Affiliate, and no such failure will result from completion of the transactions contemplated hereby. Except as set forth on SCHEDULE 4.20 with With respect to any Employee Program ever maintained by the Company or any of its Subsidiariesan Affiliate, there has been no "prohibited transaction," as defined in Section 406 of ERISA or Code Section 4975, or breach of any duty under ERISA or other applicable law or any agreement which in any such case could subject the Company or any of its Subsidiaries to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or Government governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program (other than a Multiemployer Plan). No event or omission has occurred which would cause any Employee Program to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code Section (including without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). Each asset held under any such Employee Program may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. None of Neither the Company or nor any of its Subsidiaries Current Affiliates have incurred any liability under Title title IV of ERISA which has not been paid in full prior to the Closing. None Neither the Company nor any of its Current Affiliates is liable for any material "accumulated funding deficiency" (whether or not waived) with respect to any Employee Program ever maintained by the Company or any Affiliate and subject to Code Section 412 or ERISA Section 302. With respect to any Employee Program subject to title IV of ERISA, there has been no (and the transactions contemplated by this Agreement will not result in any) (a) "reportable event," within the meaning of ERISA Section 4043 or the regulations thereunder (for which the notice requirement is not waived under 29 C.F.R. Part 2615) or (b) other event or condition which presents a material risk of plan termination or any other event that may cause the Company or any Current Affiliate to incur material liability or have a material Lien imposed on its Subsidiaries participates currently or has ever participated in or is required currently or has ever been assets under title IV of ERISA. All payments and/or contributions required to contribute have been made by the Company and its Current Affiliates (under the provisions of any agreements or other governing documents or applicable law) with respect to or otherwise participate in any plan, program or arrangement all Employee Programs subject to Title title IV of ERISA or Code Section 412. None of ever maintained by the Company or its Subsidiaries participates currently any Affiliate, for all periods prior to the Closing, have been timely made. Except as described on SCHEDULE 3.11, no Employee Program maintained by the Company or an Affiliate and subject to title IV of ERISA (other than a Multiemployer Plan) has ever participated in any "unfunded benefit liabilities" within the meaning of ERISA Section 4001(a)(18), as of the Closing Date. With respect to Multiemployer Plans maintained by the Company or is required currently any Affiliate, SCHEDULE 3.11 states the aggregate amount of withdrawal liability or has ever been required to contribute to other termination liability that would be incurred by the Company or otherwise participate in any Multiemployer Plan (Affiliate if there were a withdrawal from any such plan as defined below)determined by the most recent withdrawal liability calculation prepared by such plan. Except as disclosed on SCHEDULE 4.203.11, none of the Employee Programs which is a welfare plan maintained by the Company or any of its Subsidiaries Affiliate provides health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by Part part 6 of Subtitle subtitle B of Title title I of ERISA or comparable statutes or regulations) or has ever promised to provide such post-termination benefits. Each Employee Program required to be listed on SCHEDULE 4.20 may be amended, terminated, or otherwise modified by the Company or its Subsidiaries to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any Employee Program and no employee communications or provision of any Employee Program document has failed to effectively reserve the right of the Company or its Subsidiaries to so amend, terminate or otherwise modify such Employee Program. For purposes of this Section 4.20section:

Employee Programs. SCHEDULE 4.20 Schedule 5.10 sets forth a list of every Employee Program (as defined below) maintained by the Company or any of its Subsidiaries Current Affiliate at any time during the six-year period ending on the Closing Date or with respect to which a liability liability, contingent or otherwise, of the Company or any of its Subsidiaries an Affiliate exists. Except as set forth on SCHEDULE 4.20, each Each Employee Program (other than a Multiemployer Plan (as defined below)Plan) which has been maintained by the Company during the six-year period ending on the Closing Date and which has been intended to qualify under Section 401(a) or Section 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS Internal Revenue Service regarding its qualification under such Section section, or the remedial amendment period under Section 401(b) of the Code has not yet expired with respect to such Employee Program and, to the knowledge of the Company's knowledge, nothing has occurred that would adversely affect such qualification since from the date of such letter or application (which was timely made) for a determination or approval letter has been timely made andletter, and to the knowledge of the Company's knowledge, no reason exists why a favorable determination or approval shall not be granted. Except as set forth on SCHEDULE 4.20Schedule 5.10, the Company and its Subsidiaries do does not know of any failure of any party to comply with any laws Laws applicable with respect to the Employee Programs that have been maintained by the Company or any of its SubsidiariesCurrent Affiliate, and no such failure will result from completion of the transactions contemplated hereby. Except as set forth on SCHEDULE 4.20 with With respect to any Employee Program ever maintained by the Company or any of its Subsidiariesan Affiliate, there has been no "prohibited transaction," as defined in Section 406 of ERISA or Code Section 4975, or breach of any duty under ERISA or other applicable law Law or any agreement which in any such case could subject the Company or any of its Subsidiaries to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or Government governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program (other than a Multiemployer Plan). No event or omission has occurred which would cause any Employee Program to lose The Company and its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code Section (including without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). Each asset held under any such Employee Program may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. None of the Company or its Subsidiaries Current Affiliates have not incurred any liability under Title IV of ERISA which has not been paid in full prior to the Closing. None Neither the Company nor any of its Current Affiliates is liable for any material "accumulated funding deficiency" (whether or not waived) with respect to any Employee Program ever maintained by the Company or any Affiliate and subject to Code Section 412 or ERISA Section 302. With respect to any Employee Program subject to Title IV of ERISA, there has been no (and the transactions contemplated by this Agreement will not result in any) (i) "reportable event," within the meaning of ERISA Section 4043 or the regulations thereunder (for which the notice requirement is not waived under 29 C.F.R. Part 2615) or (ii) other event or condition which presents a material risk of plan termination or any other event that may cause the Company or any Current Affiliate to incur material liability, contingent or otherwise, or have a material Lien imposed on its Subsidiaries participates currently or has ever participated in or is required currently or has ever been assets under Title IV of ERISA. All payments and/or contributions required to contribute have been made by the Company and its Current Affiliates (under the provisions of any agreements or other governing documents or applicable Law) with respect to or otherwise participate in any plan, program or arrangement all Employee Programs subject to Title IV of ERISA or Code Section 412. None of ever maintained by the Company or its Subsidiaries participates currently any Affiliate, for all periods prior to the Closing, have been timely made. Except as described on Schedule 5.10, no Employee Program maintained by the Company or an Affiliate and subject to Title IV of ERISA (other than a Multiemployer Plan) has ever participated in any "unfunded benefit liabilities" within the meaning of ERISA Section 4001(a)(18), as of the Closing Date. With respect to Multiemployer Plans maintained by the Company or is required currently any Affiliate, Schedule 5.10 states the aggregate amount of withdrawal liability or has ever been required to contribute to other termination liability that would be incurred by the Company or otherwise participate in any Multiemployer Plan (Affiliate if there were a withdrawal from any such plan as defined below)determined by the most recent withdrawal liability calculation prepared by such plan. Except as disclosed on SCHEDULE 4.20Schedule 5.10, none of the Employee Programs which is a welfare plan maintained by the Company or any of its Subsidiaries Affiliate provides health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by Part part 6 of Subtitle subtitle B of Title title I of ERISA or comparable statutes or regulations) or has ever promised to provide such post-post- termination benefits. Each Employee Program required to be listed on SCHEDULE 4.20 may be amended, terminated, or otherwise modified by the Company or its Subsidiaries to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any Employee Program and no employee communications or provision of any Employee Program document has failed to effectively reserve the right of the Company or its Subsidiaries to so amend, terminate or otherwise modify such Employee Program. For purposes of this Section 4.20:.

Employee Programs. SCHEDULE 4.20 4.11 sets forth a list of every Employee Program (as defined below) maintained by the Company or any of its Subsidiaries Current Affiliate (as defined below) at any time during the sixfive-year period ending on the Closing Date or with respect to which a liability of the Company or any of its Subsidiaries an Affiliate (as defined below) exists. Except as set forth on SCHEDULE 4.20, each Each Employee Program (other than a Multiemployer Plan (as defined below)Plan) which has been maintained by the Company during the sixfive-year period ending on the Closing Date and which has been intended to qualify under Section 401(a) or Section 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS Internal Revenue Service regarding its qualification under such Section section or the remedial amendment period under Section 401(b) of the Code has not yet expired with respect to such Employee Program and, to the knowledge of the Company's knowledge, nothing has occurred that would adversely affect such qualification since the date of such letter or application for a determination or approval letter has been timely made and, and to the knowledge of the Company's knowledge, no reason exists why a favorable determination or approval shall not be granted. Except as set forth on SCHEDULE 4.204.11, the Company and its Subsidiaries do not know has no knowledge of any failure of any party to comply with any laws applicable with respect to the Employee Programs that have been maintained by the Company or any of its SubsidiariesCurrent Affiliate, and no such failure will result from completion of the transactions contemplated hereby. Except as set forth on SCHEDULE 4.20 with With respect to any Employee Program ever maintained by the Company or any of its Subsidiariesan Affiliate, there has been no "prohibited transaction," as defined in Section 406 of ERISA or Code Section 4975, or breach of any duty under ERISA or other applicable law or any agreement which in any such case could subject the Company or any of its Subsidiaries to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or Government governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program (other than a Multiemployer Plan). No event or omission has occurred which would cause any Employee Program to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code Section (including without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). Each asset held under any such Employee Program may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. None of Neither the Company or nor any of its Subsidiaries Current Affiliates have incurred any liability under Title title IV of ERISA which has not been paid in full prior to the Closing. None Neither the Company nor any of its Current Affiliates is liable for any material "accumulated funding deficiency" (whether or not waived) with respect to any Employee Program ever maintained by the Company or any Affiliate and subject to Code Section 412 or ERISA Section 302. With respect to any Employee Program subject to title IV of ERISA, there has been no (and the transactions contemplated by this Agreement will not result in any) (a) "reportable event," within the meaning of ERISA Section 4043 or the regulations thereunder (for which the notice requirement is not waived under 29 C.F.R. Part 2615) or (b) other event or condition which presents a material risk of plan termination or any other event that may cause the Company or any Current Affiliate to incur material liability or have a material Lien imposed on its Subsidiaries participates currently or has ever participated in or is required currently or has ever been assets under title IV of ERISA. All payments and/or contributions required to contribute have been made by the Company and its Current Affiliates (under the provisions of any agreements or other governing documents or applicable law) with respect to or otherwise participate in any plan, program or arrangement all Employee Programs subject to Title title IV of ERISA or Code Section 412. None of ever maintained by the Company or its Subsidiaries participates currently any Affiliate, for all periods prior to the Closing, have been timely made. Except as described on SCHEDULE 4.11, no Employee Program maintained by the Company or an Affiliate and subject to title IV of ERISA (other than a Multiemployer Plan) has ever participated in any "unfunded benefit liabilities" within the meaning of ERISA Section 4001(a)(18), as of the Closing Date. With respect to Multiemployer Plans maintained by the Company or is required currently any Affiliate, SCHEDULE 4.11 states the aggregate amount of withdrawal liability or has ever been required to contribute to other termination liability that would be incurred by the Company or otherwise participate in any Multiemployer Plan (Affiliate if there were a withdrawal from any such plan as defined below)determined by the most recent withdrawal liability calculation prepared by such plan. Except as disclosed on SCHEDULE 4.204.11, none of the Employee Programs which is a welfare plan maintained by the Company or any of its Subsidiaries Affiliate provides health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by Part part 6 of Subtitle subtitle B of Title title I of ERISA or comparable statutes or regulations) or has ever promised to provide such post-termination benefits. Each Employee Program required to be listed on SCHEDULE 4.20 may be amended, terminated, or otherwise modified by the Company or its Subsidiaries to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any Employee Program and no employee communications or provision of any Employee Program document has failed to effectively reserve the right of the Company or its Subsidiaries to so amend, terminate or otherwise modify such Employee Program. For purposes of this Section 4.20section:

Employee Programs. SCHEDULE 4.20 Schedule 4.10 sets forth a list of every ----------------- ------------- Employee Program (as defined below) maintained by the Company or any of its Subsidiaries Current Affiliate at any time during the sixtwo-year period ending on the Closing Date or with respect to which a liability of the Company or any of its Subsidiaries an Affiliate (as defined below) exists. Except as set forth on SCHEDULE 4.20, each Each Employee Program (other than a Multiemployer Plan (as defined below)Plan) which has been maintained by the Company during the sixtwo-year period ending on the Closing Date and which has been intended to qualify under Section 401(a) or Section 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS Internal Revenue Service regarding its qualification under such Section section or the remedial amendment period under Section 401(b) of the Code has not yet expired with respect to such Employee Program and, to the knowledge of the Company's knowledge, nothing has occurred that would adversely affect such qualification since the date of such letter or application for a determination or approval letter has been timely made and, and to the knowledge of the Company's knowledge, no reason exists why a favorable determination or approval shall not be granted. Except as set forth on SCHEDULE 4.20Schedule 4.10, the Company and its Subsidiaries do not know has no knowledge of any failure of any party to ------------- comply with any laws applicable with respect to the Employee Programs that have been maintained by the Company or any of its SubsidiariesCurrent Affiliate, and no such failure will result from completion of the transactions contemplated hereby. Except as set forth on SCHEDULE 4.20 with With respect to any Employee Program ever maintained by the Company or any of its Subsidiariesan Affiliate, there has been no "prohibited transaction," as defined in Section 406 of ERISA or Code Section 4975, or breach of any duty under ERISA or other applicable law or any agreement which in any such case could subject the Company or any of its Subsidiaries to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or Government governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or or, to the knowledge of the Company, threatened with respect to any such Employee Program (other than a Multiemployer Plan). No event or omission has occurred which would cause any Employee Program to lose The Company and its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code Section (including without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). Each asset held under any such Employee Program may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. None of the Company or its Subsidiaries Current Affiliates have not incurred any material liability under Title title IV of ERISA which has not been paid in full prior to the Closing. None of Neither the Company or nor any of its Subsidiaries participates currently Current Affiliates is liable for any material "accumulated funding deficiency" (whether or has not waived) with respect to any Employee Program ever participated in or is required currently or has ever been required to contribute to or otherwise participate in any plan, program or arrangement subject to Title IV of ERISA or Code Section 412. None of the Company or its Subsidiaries participates currently or has ever participated in or is required currently or has ever been required to contribute to or otherwise participate in any Multiemployer Plan (as defined below). Except as disclosed on SCHEDULE 4.20, none of the Employee Programs which is a welfare plan maintained by the Company or any Affiliate and subject to Code Section 412 or ERISA Section 302. With respect to any Employee Program subject to title IV of its Subsidiaries provides health care ERISA, there has been no (and the transactions contemplated by this Agreement will not result in any) (a) "reportable event," within the meaning of ERISA Section 4043 or the regulations thereunder (for which the notice requirement is not waived under 29 C.F.R. Part 2615) or (b) other event or condition which presents a material risk of plan termination or any other non-pension benefits event that may cause the Company or any Current Affiliate to incur material liability or have a material Lien imposed on its assets under title IV of ERISA. All material payments and/or contributions required to have been made by the Company and its Current Affiliates (under the provisions of any employees after their employment is terminated (agreements or other than as required by Part 6 of Subtitle B of Title I governing documents or applicable law) with respect to all Employee Programs subject to title IV of ERISA or comparable statutes or regulations) or has ever promised to provide such post-termination benefits. Each Employee Program required to be listed on SCHEDULE 4.20 may be amended, terminated, or otherwise modified maintained by the Company or its Subsidiaries any Affiliate, for all periods prior to the greatest extent permitted by applicable lawClosing, including the elimination of any and all future benefit accruals under any have been timely made. Except as described on Schedule 4.10, no ------------- Employee Program and no employee communications or provision of any Employee Program document has failed to effectively reserve the right of maintained by the Company or its Subsidiaries an Affiliate and subject to so amend, terminate or otherwise modify such Employee Programtitle IV of ERISA (other than a Multiemployer Plan) has any "unfunded benefit liabilities" within the meaning of ERISA Section 4001(a)(18). Neither the Company nor any Affiliate has ever maintained a Multiemployer Plan. For purposes of this Section 4.20section:

Employee Programs. SCHEDULE 4.20 Schedule 4.10 sets forth a list of every Employee ----------------- ------------- Program (as defined below) maintained by the Company or any of its Subsidiaries Current Affiliate at any time during the sixfive-year period ending on the Closing Date or with respect to which a liability of the Company or any of its Subsidiaries an Affiliate (as defined below) exists. Except as set forth on SCHEDULE 4.20, each Each Employee Program (other than a Multiemployer Plan (as defined below)Plan) which has been maintained by the Company during the sixfive-year period ending on the Closing Date and which has been intended to qualify under Section 401(a) or Section 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS Internal Revenue Service regarding its qualification under such Section section or the remedial amendment period under Section 401(b) of the Code has not yet expired with respect to such Employee Program and, to the knowledge of the Company's knowledge, nothing has occurred that would adversely affect such qualification since the date of such letter or application for a determination or approval letter has been timely made and, and to the knowledge of the Company's knowledge, no reason exists why a favorable determination or approval shall not be granted. Except as set forth on SCHEDULE 4.20Schedule 4.10, the Company and its Subsidiaries do not know has no knowledge of any failure of any party to ------------- comply with any laws applicable with respect to the Employee Programs that have been maintained by the Company or any of its SubsidiariesCurrent Affiliate, and no such failure will result from completion of the transactions contemplated hereby. Except as set forth on SCHEDULE 4.20 with With respect to any Employee Program ever maintained by the Company or any of its Subsidiariesan Affiliate, there has been no "prohibited transaction," as defined in Section 406 of ERISA or Code Section 4975, or breach of any duty under ERISA or other applicable law or any agreement which in any such case could subject the Company or any of its Subsidiaries to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or Government governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program (other than a Multiemployer Plan). No event or omission has occurred which would cause any Employee Program to lose The Company and its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code Section (including without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). Each asset held under any such Employee Program may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. None of the Company or its Subsidiaries Current Affiliates have not incurred any liability under Title title IV of ERISA which has not been paid in full prior to the Closing. None Neither the Company nor any of its Current Affiliates is liable for any material "accumulated funding deficiency" (whether or not waived) with respect to any Employee Program ever maintained by the Company or any Affiliate and subject to Code Section 412 or ERISA Section 302. With respect to any Employee Program subject to title IV of ERISA, there has been no (and the transactions contemplated by this Agreement will not result in any) (a) "reportable event," within the meaning of ERISA Section 4043 or the regulations thereunder (for which the notice requirement is not waived under 29 C.F.R. Part 2615) or (b) other event or condition which presents a material risk of plan termination or any other event that may cause the Company or any Current Affiliate to incur material liability or have a material Lien imposed on its Subsidiaries participates currently or has ever participated in or is required currently or has ever been assets under title IV of ERISA. All payments and/or contributions required to contribute have been made by the Company and its Current Affiliates (under the provisions of any agreements or other governing documents or applicable law) with respect to or otherwise participate in any plan, program or arrangement all Employee Programs subject to Title title IV of ERISA or Code Section 412. None of ever maintained by the Company or its Subsidiaries participates currently any Affiliate, for all periods prior to the Closing, have been timely made. Except as described on Schedule 4.10, no Employee Program maintained by ------------- the Company or an Affiliate and subject to title IV of ERISA (other than a Multiemployer Plan) has ever participated in any "unfunded benefit liabilities" within the meaning of ERISA Section 4001(a)(18), as of the Closing Date. With respect to Multiemployer Plans maintained by the Company or is required currently any Affiliate, Schedule 4.10 states the ------------- aggregate amount of withdrawal liability or has ever been required to contribute to other termination liability that would be incurred by the Company or otherwise participate in any Multiemployer Plan (Affiliate if there were a withdrawal from any such plan as defined below)determined by the most recent withdrawal liability calculation prepared by such plan. Except as disclosed on SCHEDULE 4.20Schedule 4.10, none of ------------- the Employee Programs which is a welfare plan maintained by the Company or any of its Subsidiaries Affiliate provides health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by Part part 6 of Subtitle subtitle B of Title title I of ERISA or comparable statutes or regulations) or has ever promised to provide such post-termination benefits. Each Employee Program required to be listed on SCHEDULE 4.20 may be amended, terminated, or otherwise modified by the Company or its Subsidiaries to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any Employee Program and no employee communications or provision of any Employee Program document has failed to effectively reserve the right of the Company or its Subsidiaries to so amend, terminate or otherwise modify such Employee Program. For purposes of this Section 4.20section:

Employee Programs. SCHEDULE 4.20 Schedule 4.10 sets forth a list of every Employee Program (as defined below) maintained by the Company or any of its Subsidiaries Current Affiliate at any time during the six-six- year period ending on the Closing Date or with respect to which a liability of the Company or any of its Subsidiaries an Affiliate exists. Except as set forth on SCHEDULE 4.20, each Each Employee Program (other than a Multiemployer Plan (as defined below)Plan) which has been maintained by the Company during the six-year period ending on the Closing Date and which has been intended to qualify under Section 401(a) or Section 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS Internal Revenue Service regarding its qualification under such Section section or the remedial amendment period under Section 401(b) of the Code has not yet expired with respect to such Employee Program and, to the knowledge of the Company's knowledge, nothing has occurred that would adversely affect such qualification since the date of such letter or application for a determination or approval letter has been timely made and, and to the knowledge of the Company's knowledge, no reason exists why a favorable determination or approval shall not be granted. Except as set forth on SCHEDULE 4.20Schedule 4.10, the Company and its Subsidiaries do does not know of any failure of any party to comply with any laws applicable with respect to the Employee Programs that have been maintained by the Company or any of its SubsidiariesCurrent Affiliate, and no such failure will result from completion of the transactions contemplated hereby. Except as set forth on SCHEDULE 4.20 with With respect to any Employee Program ever maintained by the Company or any of its Subsidiariesan Affiliate, there has been no "prohibited transaction," as defined in Section 406 of ERISA or Code Section 4975, or breach of any duty under ERISA or other applicable law or any agreement which in any such case could subject the Company or any of its Subsidiaries to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or Government governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program (other than a Multiemployer Plan). No event or omission has occurred which would cause any Employee Program to lose The Company and its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code Section (including without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). Each asset held under any such Employee Program may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. None of the Company or its Subsidiaries Current Affiliates have not incurred any liability under Title title IV of ERISA which has not been paid in full prior to the Closing. None Neither the Company nor any of its Current Affiliates is liable for any material "accumulated funding deficiency" (whether or not waived) with respect to any Employee Program ever maintained by the Company or any Affiliate and subject to Code Section 412 or ERISA Section 302. With respect to any Employee Program subject to title IV of ERISA, there has been no (and the transactions contemplated by this Agreement will not result in any) (i) "reportable event," within the meaning of ERISA Section 4043 or the regulations thereunder (for which the notice requirement is not waived under 29 C.F.R. Part 2615) or (ii) other event or condition which presents a material risk of plan termination or any other event that may cause the Company or any Current Affiliate to incur material liability or have a material Lien imposed on its Subsidiaries participates currently or has ever participated in or is required currently or has ever been assets under title IV of ERISA. All payments and/or contributions required to contribute have been made by the Company and its Current Affiliates (under the provisions of any agreements or other governing documents or applicable law) with respect to or otherwise participate in any plan, program or arrangement all Employee Programs subject to Title title IV of ERISA or Code Section 412. None of ever maintained by the Company or its Subsidiaries participates currently any Affiliate, for all periods prior to the Closing, have been timely made. Except as described on Schedule 4.10, no Employee Program maintained by the Company or an Affiliate and subject to title IV of ERISA (other than a Multiemployer Plan) has ever participated in any "unfunded benefit liabilities" within the meaning of ERISA Section 4001(a)(18), as of the Closing Date. With respect to Multiemployer Plans maintained by the Company or is required currently any Affiliate, Schedule 4.10 states the aggregate amount of withdrawal liability or has ever been required to contribute to other termination liability that would be incurred by the Company or otherwise participate in any Multiemployer Plan (Affiliate if there were a withdrawal from any such plan as defined below)determined by the most recent withdrawal liability calculation prepared by such plan. Except as disclosed on SCHEDULE 4.20Schedule 4.10, none of the Employee Programs which is a welfare plan maintained by the Company or any of its Subsidiaries Affiliate provides health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by Part part 6 of Subtitle subtitle B of Title title I of ERISA or comparable statutes or regulations) or has ever promised to provide such post-termination benefits. Each For purposes of this section: (i) "Employee Program required Program" means (A) any employee benefit plan within the meaning of Section 3(3) of ERISA and employee benefit plans (such as foreign or excess benefit plans) which are not subject to be listed on SCHEDULE 4.20 may be amendedERISA, terminatedand (B) any stock option plans, bonus or otherwise modified incentive award plans, severance pay policies or agreements, deferred compensation arrangements, supplemental income arrangements, vacation plans, and all other employee benefit plans, agreements, and arrangements not described in (A) above, and (C) any trust used to fund benefits under the foregoing maintained by the Company or its Subsidiaries to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any Employee Program and no employee communications or provision of any Employee Program document has failed to effectively reserve the right Affiliate. (ii) An entity is an "Affiliate" of the Company if it would have ever been considered a single employer with the Company under ERISA Section 4001(b) or its Subsidiaries part of the same "controlled group" as the Company for purposes of ERISA Section 302(d)(8)(C); an entity is a "Current Affiliate" if it currently would be considered a single employer with the Company under ERISA Section 4001(b) or part of the same "controlled group" as the Company for purposes of ERISA Section 302(d)(8)(C); and each reference to so amendthe Company includes the Subsidiaries. (iii) An entity "maintains" an Employee Program if such entity sponsors, terminate contributes to, or otherwise modify provides benefits under such Employee Program, or has any obligation (by agreement or under applicable law) to contribute to or provide benefits under such Employee Program, or if such Employee Program provides benefits to or otherwise covers employees of such entity (or, in respect of such employees, their spouses, dependents, or beneficiaries). For purposes of this Section 4.20:(iv) "Multiemployer Plan" means a pension or non- pension employee benefit plan to which more than one employer contributes and which is maintained pursuant to one or more collective bargaining agreements. 4.11.

Employee Programs. SCHEDULE 4.20 4.10 sets forth a list of every Employee Program (as defined below) maintained by the Company or any of its Subsidiaries Current Affiliate at any time during the sixfive-year period ending on the Closing Date or with respect to which a liability of the Company or any of its Subsidiaries an Affiliate (as defined below) exists. Except as set forth on SCHEDULE 4.20, each Each Employee Program (other than a Multiemployer Plan (as defined below)Plan) which has been maintained by the Company during the sixfive-year period ending on the Closing Date and which has been intended to qualify under Section 401(a) or Section 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS Internal Revenue Service regarding its qualification under such Section section or the remedial amendment period under Section 401(b) of the Code has not yet expired with respect to such Employee Program and, to the knowledge of the Company's knowledge, nothing has occurred that would adversely affect such qualification since the date of such letter or application for a determination or approval letter has been timely made and, and to the knowledge of the Company's knowledge, no reason exists why a favorable determination or approval shall not be granted. Except as set forth on SCHEDULE 4.204.10, the Company and its Subsidiaries do not know has no knowledge of any failure of any party to comply with any laws applicable with respect to the Employee Programs that have been maintained by the Company or any of its SubsidiariesCurrent Affiliate, and no such failure will result from completion of the transactions contemplated hereby. Except as set forth on SCHEDULE 4.20 with With respect to any Employee Program ever maintained by the Company or any of its Subsidiariesan Affiliate, there has been no "prohibited transaction," as defined in Section 406 of ERISA or Code Section 4975, or breach of any duty under ERISA or other applicable law or any agreement which in any such case could subject the Company or any of its Subsidiaries to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or Government governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program (other than a Multiemployer Plan). No event or omission has occurred which would cause any Employee Program to lose The Company and its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code Section (including without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). Each asset held under any such Employee Program may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. None of the Company or its Subsidiaries Current Affiliates have not incurred any liability under Title title IV of ERISA which has not been paid in full prior to the Closing. None Neither the Company nor any of its Current Affiliates is liable for any material "accumulated funding deficiency" (whether or not waived) with respect to any Employee Program ever maintained by the Company or any Affiliate and subject to Code Section 412 or ERISA Section 302. With respect to any Employee Program subject to title IV of ERISA, there has been no (and the transactions contemplated by this Agreement will not result in any) (a) "reportable event," within the meaning of ERISA Section 4043 or the regulations thereunder (for which the notice requirement is not waived Under 29 C.F.R. Part 2615) or (b) other event or condition which presents a material risk of plan termination or any other event that may cause the Company or any Current Affiliate to incur material liability or have a material Lien imposed on its Subsidiaries participates currently or has ever participated in or is required currently or has ever been assets under title IV of ERISA. All payments and/or contributions required to contribute have been made by the Company and its Current Affiliates (under the provisions of any agreements or other governing documents or applicable law) with respect to or otherwise participate in any plan, program or arrangement all Employee Programs subject to Title title IV of ERISA or Code Section 412. None of ever maintained by the Company or its Subsidiaries participates currently any Affiliate, for all periods prior to the Closing, have been timely made. Except as described on SCHEDULE 4.10, no Employee Program maintained by the Company or an Affiliate and subject to title IV of ERISA (other than a Multiemployer Plan) has ever participated in any "unfunded benefit liabilities" within the meaning of ERISA Section 4001(a)(18), as of the Closing Date. With respect to Multiemployer Plans maintained by the Company or is required currently any Affiliate, SCHEDULE 4.10 states the aggregate amount of withdrawal liability or has ever been required to contribute to other termination liability that would be incurred by the Company or otherwise participate in any Multiemployer Plan (Affiliate if there were a withdrawal from any such plan as defined below)determined by the most recent withdrawal liability calculation prepared by such plan. Except as disclosed on SCHEDULE 4.204.10, none of the Employee Programs which is a welfare plan maintained by the Company or any of its Subsidiaries Affiliate provides health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by Part part 6 of Subtitle subtitle B of Title title I of ERISA or comparable statutes or regulations) or has ever promised to provide such post-termination benefits. Each Employee Program required to be listed on SCHEDULE 4.20 may be amended, terminated, or otherwise modified by the Company or its Subsidiaries to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any Employee Program and no employee communications or provision of any Employee Program document has failed to effectively reserve the right of the Company or its Subsidiaries to so amend, terminate or otherwise modify such Employee Program. For purposes of this Section 4.20section:

Employee Programs. SCHEDULE 4.20 Schedule 4.12 sets forth a list of every Employee Program (as defined below) maintained by the Company or any of its Subsidiaries Current Affiliate at any time during the six-year period ending on the First Closing Date or with respect to which a liability of the Company or any of its Subsidiaries an ERISA Affiliate exists. Except as set forth on SCHEDULE 4.20, each Each Employee Program (other than a Multiemployer Plan (as defined below)Plan) which has been maintained by the Company during the six-year period ending on the First Closing Date and which has been intended to qualify under Section 401(a) or Section 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such Section section or the remedial amendment period under Section 401(b) of the Code has not yet expired with respect to such Employee Program and, to the knowledge of the Company's knowledge, nothing has occurred that would adversely affect such qualification since the date of such letter or application for a determination or approval letter has been timely made and, and to the knowledge of the Company's knowledge, no reason exists why a favorable determination or approval shall not be granted. Except as set forth on SCHEDULE 4.20Schedule 4.12, the Company and its Subsidiaries do does not know of any failure of any party to comply with any laws applicable with respect to the Employee Programs that have been maintained by the Company or any of its SubsidiariesCurrent Affiliate, except for failures which would not subject the Company to any material liability, and no such failure will result from completion of the transactions contemplated hereby. Except as set forth on SCHEDULE 4.20 with With respect to any Employee Program ever maintained by the Company or any of its Subsidiariesan ERISA Affiliate, there has been no "prohibited transaction," as defined in Section 406 of ERISA or Code Section 4975, or breach of any duty under ERISA or other applicable law or any agreement which in any such case could subject the Company or any of its Subsidiaries to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or Government governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program (other than a Multiemployer Plan). No event or omission has occurred which would cause any Employee Program to lose The Company and its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code Section (including without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). Each asset held under any such Employee Program may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. None of the Company or its Subsidiaries Current Affiliates have not incurred any liability under Title IV of ERISA which has not been paid in full prior to the Closing. None of Neither the Company or nor any of its Subsidiaries participates currently Current Affiliates is liable for any material "accumulated funding deficiency" (whether or has not waived) with respect to any Employee Program ever participated in or is required currently or has ever been required to contribute to or otherwise participate in any plan, program or arrangement subject to Title IV of ERISA or Code Section 412. None of the Company or its Subsidiaries participates currently or has ever participated in or is required currently or has ever been required to contribute to or otherwise participate in any Multiemployer Plan (as defined below). Except as disclosed on SCHEDULE 4.20, none of the Employee Programs which is a welfare plan maintained by the Company or any of its Subsidiaries provides health care ERISA Affiliate and subject to Code Section 412 or any other non-pension benefits ERISA Section 302. With respect to any employees after their employment is terminated (other than as required by Part 6 of Subtitle B of Title I of ERISA or comparable statutes or regulations) or has ever promised to provide such post-termination benefits. Each Employee Program required to be listed on SCHEDULE 4.20 may be amended, terminated, or otherwise modified by the Company or its Subsidiaries to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any Employee Program subject to Title IV of ERISA, there has been no (and no employee communications or provision the transactions contemplated by this Agreement will not result in any) (i) "reportable event," within the meaning of any Employee Program document has failed to effectively reserve the right of the Company or its Subsidiaries to so amend, terminate or otherwise modify such Employee Program. ERISA For purposes of this Section 4.20subsection:

Employee Programs. SCHEDULE 4.20 Schedule 4.12 sets forth a list of ----------------- ------------- every Employee Program (as defined below) maintained by the Company or any of its Subsidiaries Current Affiliate at any time during the six-year period ending on the First Closing Date or with respect to which a liability of the Company or any of its Subsidiaries an ERISA Affiliate exists. Except as set forth on SCHEDULE 4.20, each Each Employee Program (other than a Multiemployer Plan (as defined below)Plan) which has been maintained by the Company during the six-year period ending on the First Closing Date and which has been intended to qualify under Section 401(a) or Section 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such Section section or the remedial amendment period under Section 401(b) of the Code has not yet expired with respect to such Employee Program and, to the knowledge of the Company's knowledge, nothing has occurred that would adversely affect such qualification since the date of such letter or application for a determination or approval letter has been timely made and, and to the knowledge of the Company's knowledge, no reason exists why a favorable determination or approval shall not be granted. Except as set forth on SCHEDULE 4.20Schedule 4.12, the Company and its Subsidiaries do does not know ------------- of any failure of any party to comply with any laws applicable with respect to the Employee Programs that have been maintained by the Company or any of its SubsidiariesCurrent Affiliate, except for failures which would not subject the Company to any material liability, and no such failure will result from completion of the transactions contemplated hereby. Except as set forth on SCHEDULE 4.20 with With respect to any Employee Program ever maintained by the Company or any of its Subsidiariesan ERISA Affiliate, there has been no "prohibited transaction," as defined in Section 406 of ERISA or Code Section 4975, or breach of any duty under ERISA or other applicable law or any agreement which in any such case could subject the Company or any of its Subsidiaries to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or Government governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program (other than a Multiemployer Plan). No event or omission has occurred which would cause any Employee Program to lose The Company and its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code Section (including without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). Each asset held under any such Employee Program may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. None of the Company or its Subsidiaries Current Affiliates have not incurred any liability under Title IV of ERISA which has not been paid in full prior to the Closing. None Neither the Company nor any of its Current Affiliates is liable for any material "accumulated funding deficiency" (whether or not waived) with respect to any Employee Program ever maintained by the Company or any ERISA Affiliate and subject to Code Section 412 or ERISA Section 302. With respect to any Employee Program subject to Title IV of ERISA, there has been no (and the transactions contemplated by this Agreement will not result in any) (i) "reportable event," within the meaning of ERISA Section 4043 or the regulations thereunder (for which the notice requirement is not waived under 29 C.F.R. Part 2615) or (ii) other event or condition which presents a material risk of plan termination or any other event that may cause the Company or any Current Affiliate to incur material liability or have a material Lien imposed on its Subsidiaries participates currently or has ever participated in or is required currently or has ever been assets under Title IV of ERISA. All payments and/or contributions required to contribute have been made by the Company and its Current Affiliates (under the provisions of any agreements or other governing documents or applicable law) with respect to or otherwise participate in any plan, program or arrangement all Employee Programs subject to Title IV of ERISA or Code Section 412. None of ever maintained by the Company or its Subsidiaries participates currently any ERISA Affiliate, for all periods prior to the Closing, have been timely made. Except as described on Schedule 4.12, no Employee Program maintained by the ------------- Company or an ERISA Affiliate and subject to Title IV of ERISA (other than a Multiemployer Plan) has ever participated in any "unfunded benefit liabilities" within the meaning of ERISA Section 4001(a)(18), as of each Closing Date. With respect to Multiemployer Plans maintained by the Company or is required currently any ERISA Affiliate, Schedule -------- 4.12 states the aggregate amount of withdrawal liability or has ever been required to contribute to other termination ---- liability that would be incurred by the Company or otherwise participate in any Multiemployer Plan (ERISA Affiliate if there were a withdrawal from any such plan as defined below)determined by the most recent withdrawal liability calculation prepared by such plan. Except as disclosed on SCHEDULE 4.20Schedule 4.12, none of the Employee Programs which is a ------------- welfare plan maintained by the Company or any of its Subsidiaries ERISA Affiliate provides health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by Part 6 of Subtitle B of Title I of ERISA or comparable statutes or regulations) or has ever promised to provide such post-termination benefits. Each Employee Program required to be listed on SCHEDULE 4.20 may be amended, terminated, or otherwise modified by the Company or its Subsidiaries to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any Employee Program and no employee communications or provision of any Employee Program document has failed to effectively reserve the right of the Company or its Subsidiaries to so amend, terminate or otherwise modify such Employee Program. For purposes of this Section 4.20subsection:

Employee Programs. SCHEDULE 4.20 Schedule 5.10 sets forth a list of every Employee Program (as defined below) maintained by the Company or any of its Subsidiaries Current Affiliate at any time during the six-year period ending on the Closing Date or with respect to which a liability liability, contingent or otherwise, of the Company or any of its Subsidiaries an Affiliate exists. Except as set forth on SCHEDULE 4.20, each Each Employee Program (other than a Multiemployer Plan (as defined below)Plan) which has been maintained by the Company during the six-year period ending on the Closing Date and which has been intended to qualify under Section 401(a) or Section 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS Internal Revenue Service regarding its qualification under such Section section, or the remedial amendment period under Section 401(b) of the Code has not yet expired with respect to such Employee Program and, to the knowledge of the Company's knowledge, nothing has occurred that would adversely affect such qualification since from the date of such letter or application (which was timely made) for a determination or approval letter has been timely made andletter, and to the knowledge of the Company's knowledge, no reason exists why a favorable determination or approval shall not be granted. Except as set forth on SCHEDULE 4.20Schedule 5.10, the Company and its Subsidiaries do does not know of any failure of any party to comply with any laws Laws applicable with respect to the Employee Programs that have been maintained by the Company or any of its SubsidiariesCurrent Affiliate, and no such failure will result from completion of the transactions contemplated hereby. Except as set forth on SCHEDULE 4.20 with With respect to any Employee Program ever maintained by the Company or any of its Subsidiariesan Affiliate, there has been no "prohibited transaction," as defined in Section 406 of ERISA or Code Section 4975, or breach of any duty under ERISA or other applicable law Law or any agreement which in any such case could subject the Company or any of its Subsidiaries to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or Government governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program (other than a Multiemployer Plan). No event or omission has occurred which would cause any Employee Program to lose The Company and its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code Section (including without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). Each asset held under any such Employee Program may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. None of the Company or its Subsidiaries Current Affiliates have not incurred any liability under Title IV of ERISA which has not been paid in full prior to the Closing. None Neither the Company nor any of its Current Affiliates is liable for any material "accumulated funding deficiency" (whether or not waived) with respect to any Employee Program ever maintained by the Company or any Affiliate and subject to Code Section 412 or ERISA Section 302. With respect to any Employee Program subject to Title IV of ERISA, there has been no (and the transactions contemplated by this Agreement will not result in any) (i) "reportable event," within the meaning of ERISA Section 4043 or the regulations thereunder (for which the notice requirement is not waived under 29 C.F.R. Part 2615) or (ii) other event or condition which presents a material risk of plan termination or any other event that may cause the Company or any Current Affiliate to incur material liability, contingent or otherwise, or have a material Lien imposed on its Subsidiaries participates currently or has ever participated in or is required currently or has ever been assets under Title IV of ERISA. All payments and/or contributions required to contribute have been made by the Company and its Current Affiliates (under the provisions of any agreements or other governing documents or applicable Law) with respect to or otherwise participate in any plan, program or arrangement all Employee Programs subject to Title IV of ERISA or Code Section 412. None of ever maintained by the Company or its Subsidiaries participates currently any Affiliate, for all periods prior to the Closing, have been timely made. Except as described on Schedule 5.10, no Employee Program maintained by the Company or an Affiliate and subject to Title IV of ERISA (other than a Multiemployer Plan) has ever participated in any "unfunded benefit liabilities" within the meaning of ERISA Section 4001(a)(18), as of the Closing Date. With respect to Multiemployer Plans maintained by the Company or is required currently any Affiliate, Schedule 5.10 states the aggregate amount of withdrawal liability or has ever been required to contribute to other termination liability that would be incurred by the Company or otherwise participate in any Multiemployer Plan (Affiliate if there were a withdrawal from any such plan as defined below)determined by the most recent withdrawal liability calculation prepared by such plan. Except as disclosed on SCHEDULE 4.20Schedule 5.10, none of the Employee Programs which is a welfare plan maintained by the Company or any of its Subsidiaries Affiliate provides health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by Part part 6 of Subtitle subtitle B of Title title I of ERISA or comparable statutes or regulations) or has ever promised to provide such post-post- termination benefits. Each Employee Program required to be listed on SCHEDULE 4.20 may be amended, terminated, or otherwise modified by the Company or its Subsidiaries to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any Employee Program and no employee communications or provision of any Employee Program document has failed to effectively reserve the right of the Company or its Subsidiaries to so amend, terminate or otherwise modify such Employee Program. For purposes of this Section 4.20section: