Common use of Employee Retirement Income Security Act of 1974 Clause in Contracts

Employee Retirement Income Security Act of 1974. (a) Section 3.12(a) of the Disclosure Schedule sets forth a list of all Plans and Benefit Arrangements maintained by the Company and any of its Subsidiaries (which for purposes of this Section 3.12 will include any ERISA Affiliate with respect to any Plan subject to Title IV of ERISA). As to all such Plans and Benefit Arrangements, and except as disclosed in such Section 3.12(a) of the Disclosure Schedule: (i) all Plans and Benefit Arrangements comply currently, and have complied in the past, in all material respects both as to form and operation, with their terms and with all Applicable Laws, and neither the Company nor any of its Subsidiaries has received any outstanding notice from any Authority questioning or challenging such compliance, (ii) all necessary governmental approvals for each Plan and Benefit Arrangement have been obtained; the Internal Revenue Service has issued a favorable determination as to the tax qualified status of each Plan intended to comply with section 401(a) of the Code and each amendment thereto, and a recognition of exemption from federal income taxation under Section 501(a) of the Code of each Plan which constitutes a funded welfare plan as defined in Section 3(1) of ERISA; and nothing has occurred since the date of each such determination or recognition that would adversely affect such qualification. (iii) no Plan which is subject to Part 3 of Subtitle B of Title 1 of ERISA or Section 412 of the Code had an accumulated funding deficiency (as defined in Section 302(a)(2) of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recently completed fiscal year of such Plan, (iv) there are no "prohibited transactions" (as described in Section 406 of ERISA or Section 4975 of the Code) with respect to any Plan for which the Company or any of its Subsidiaries has any liability, nor are any of the assets of any Plan invested in employer securities or employer real property, (v) no Plan is subject to Title IV of ERISA, or if subject, there have been no "reportable events" (as described in Section 4043 of ERISA) as to which there is any material risk of termination of such Plan, (vi) no material liability to the PBGC has been or is expected by the Company to be incurred by the Company or any of its Subsidiaries with respect to any Plan, and there has been no event or condition which presents a material risk of termination of any Plan by the PBGC, (vii) with respect to each Plan subject to Title IV of ERISA, the amount for which Company or any of its Subsidiaries would be liable pursuant to the provisions of Sections 4062, 4063 or 4064 of ERISA would be zero if such Plans terminated on the date of this Agreement, (viii) no notice of intent to terminate a Plan has been filed with, nor has any Plan been terminated pursuant to the provisions of Section 4041 of ERISA, (ix) the PBGC has not instituted proceedings to terminate (or appointed a trustee to administer) a Plan and no event has occurred or condition exists which might constitute grounds under the provisions of Section 4042 of ERISA for the termination of (or the appointment of a trustee to administer) any such Plan. (x) no Plan or Benefit Arrangement covers any employee or former employee of the Company or any of its Subsidiaries that could give rise to the payment of any amount that would not be deductible pursuant to the terms of section 280G of the Code, (xi) there are no Claims (other than routine claims for benefits) pending or threatened involving any Plan or Benefit Arrangement or any of the assets thereof, (xii) except as set forth in Section 3.12(a) of the Disclosure Schedule (which entry, if applicable, will indicate the present value of accumulated plan liabilities calculated in a manner consistent with FAS 106 and the actual annual expense for such benefits for each of the last two (2) years) and pursuant to the provisions of COBRA, neither the Company nor any of its Subsidiaries maintains any Plan that provides benefits described in Section 3(1) of ERISA to any former employees or retirees of the Company or any of its Subsidiaries, (xiii) all reports, returns and similar items required to be filed with any Authority or distributed to employees and/or Plan participants in connection with the maintenance or operation of any Plan or Benefit Arrangement have been duly and timely filed and distributed, and there have been no acts or omissions by the Company or any of its Subsidiaries, which have given rise to or may reasonably be expected to give rise to fines, penalties, taxes or related charges under Sections 502(c), 502(i) or 4071 or ERISA or Chapter 43 or section 6039D of the Code for which the Company or any of its Subsidiaries may be liable, (xiv) neither the Company nor any of its Subsidiaries nor any of its respective directors, officers or employees has committed, nor to the best of the Company's knowledge has any other fiduciary committed, any breach of the fiduciary responsibility standards imposed by ERISA that would subject the Company or any of its Subsidiaries or any of its respective directors, officers or employees to liability under ERISA, (xv) to the extent that the most recent balance sheet forming part of the Financial Statements does not include a pro rata amount of the contributions which would otherwise have been made in accordance with past practices for the Plan years which include the Public Offering Closing Date, such amounts are set forth in Section 3.12(a) of the Disclosure Schedule, (xvi) the Company has furnished to VIALOG a copy of the three most recently filed annual reports (IRS Form 5500) series and accountant's opinion, if applicable, for each Plan (and the three most recent actuarial valuation reports for each Plan, if any, that is subject to Title IV of ERISA), and all information provided by the Company to any actuary in connection with the preparation of any such actuarial valuation report was true, correct and complete in all material respects, (b) Neither the Company nor any of its Subsidiaries is or ever has been a party to any Multiemployer Plan or made contributions to any such plan. (c) Section 3.12(c) of the Disclosure Schedule sets forth the basis of funding, and the current status of, any past service liability with respect to each Employment Arrangement to which the same is applicable.

Employee Retirement Income Security Act of 1974. (a) Section 3.12(a) of the Disclosure Schedule sets forth a list of all Plans and Benefit Arrangements maintained by the Company and any of its Subsidiaries (which for purposes of this Section 3.12 will include any ERISA Affiliate with respect to any Plan subject to Title IV of ERISA). As to all such Plans and Benefit Arrangements, and except as disclosed in such Section 3.12(a) of the Disclosure Schedule: (i) all Plans and Benefit Arrangements comply currently, and have complied in the past, in all material respects both as to form and operation, with their terms and with all Applicable Laws, and neither the Company nor any of its Subsidiaries has received any outstanding notice from any Authority questioning or challenging such compliance, (ii) all necessary governmental approvals for each Plan and Benefit Arrangement have been obtained; the Internal Revenue Service has issued a favorable determination as to the tax qualified status of each Plan intended to comply with section 401(a) of the Code and each amendment thereto, and a recognition of exemption from federal income taxation under Section 501(a) of the Code of each Plan which constitutes a funded welfare plan as defined in Section 3(1) of ERISA; and nothing has occurred since the date of each such determination or recognition that would adversely affect such qualification. (iii) no Plan which is subject to Part 3 of Subtitle B of Title 1 of ERISA or Section 412 of the Code had an accumulated funding deficiency (as defined in Section 302(a)(2) of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recently completed fiscal year of such Plan, (iv) there are no "prohibited transactions" (as described in Section 406 of ERISA or Section 4975 of the Code) with respect to any Plan for which the Company or any of its Subsidiaries has any liability, nor are any of the assets of any Plan invested in employer securities or employer real property, (v) no Plan is subject to Title IV of ERISA, or if subject, there have been no "reportable events" (as described in Section 4043 of ERISA) as to which there is any material risk of termination of such Plan, (vi) no material liability to the PBGC has been or is expected by the Company to be incurred by the Company or any of its Subsidiaries with respect to any Plan, and there has been no event or condition which presents a material risk of termination of any Plan by the PBGC, (vii) with respect to each Plan subject to Title IV of ERISA, the amount for which Company or any of its Subsidiaries would be liable pursuant to the provisions of Sections 4062, 4063 or 4064 of ERISA would be zero if such Plans terminated on the date of this Agreement, (viii) no notice of intent to terminate a Plan has been filed with, nor has any Plan been terminated pursuant to the provisions of Section 4041 of ERISA, (ix) the PBGC has not instituted proceedings to terminate (or appointed a trustee to administer) a Plan and no event has occurred or condition exists which might constitute grounds under the provisions of Section 4042 of ERISA for the termination of (or the appointment of a trustee to administer) any such Plan., (x) no Plan or Benefit Arrangement covers any employee or former employee of the Company or any of its Subsidiaries that could give rise to the payment of any amount that would not be deductible pursuant to the terms of section 280G of the Code, (xi) there are no Claims (other than routine claims for benefits) pending or threatened involving any Plan or Benefit Arrangement or any of the assets thereof, (xii) except as set forth in Section 3.12(a) of the Disclosure Schedule (which entry, if applicable, will indicate the present value of accumulated plan liabilities calculated in a manner consistent with FAS 106 and the actual annual expense for such benefits for each of the last two (2) years) and pursuant to the provisions of COBRA, neither the Company nor any of its Subsidiaries maintains any Plan that provides benefits described in Section 3(1) of ERISA to any former employees or retirees of the Company or any of its Subsidiaries, (xiii) all reports, returns and similar items required to be filed with any Authority or distributed to employees and/or Plan participants in connection with the maintenance or operation of any Plan or Benefit Arrangement have been duly and timely filed and distributed, and there have been no acts or omissions by the Company or any of its Subsidiaries, which have given rise to or may reasonably be expected to give rise to fines, penalties, taxes or related charges under Sections 502(c), 502(i) or 4071 or ERISA or Chapter 43 or section 6039D of the Code for which the Company or any of its Subsidiaries may be liable, (xiv) neither the Company nor any of its Subsidiaries nor any of its respective directors, officers or employees has committed, nor to the best of the Company's knowledge has any other fiduciary committed, any breach of the fiduciary responsibility standards imposed by ERISA that would subject the Company or any of its Subsidiaries or any of its respective directors, officers or employees to liability under ERISA, (xv) to the extent that the most recent balance sheet forming part of the Financial Statements does not include a pro rata amount of the contributions which would otherwise have been made in accordance with past practices for the Plan years which include the Public Offering Financing Closing Date, such amounts are set forth in Section 3.12(a) of the Disclosure Schedule, (xvi) the Company has furnished to VIALOG a copy of the three most recently filed annual reports (IRS Form 5500) series and accountant's opinion, if applicable, for each Plan (and the three most recent actuarial valuation reports for each Plan, if any, that is subject to Title IV of ERISA), and all information provided by the Company to any actuary in connection with the preparation of any such actuarial valuation report was true, correct and complete in all material respects, (b) Neither the Company nor any of its Subsidiaries is or ever has been a party to any Multiemployer Plan or made contributions to any such plan. (c) Section 3.12(c) of the Disclosure Schedule sets forth the basis of funding, and the current status of, any past service liability with respect to each Employment Arrangement to which the same is applicable.

Employee Retirement Income Security Act of 1974. (a) Section 3.12(a) of the Disclosure Schedule sets forth a list of all Plans and Benefit Arrangements maintained by the Company and any of its Subsidiaries (which for purposes of this Section 3.12 will include any ERISA Affiliate with respect to any Plan subject to Title IV of ERISA). As to all such Plans and Benefit Arrangements, and except as disclosed in such Section 3.12(a) of the Disclosure Schedule: (i) all Plans and Benefit Arrangements comply currently, and have complied in the past, in all material respects both as to form and operation, with their terms and with all Applicable Laws, and neither the Company nor any of its Subsidiaries has received any outstanding notice from any Authority questioning or challenging such compliance, (ii) all necessary governmental approvals for each Plan and Benefit Arrangement have been obtained; the Internal Revenue Service has issued a favorable determination as to the tax qualified status of each Plan intended to comply with section 401(a) of the Code and each amendment thereto, and a recognition of exemption from federal income taxation under Section 501(a) of the Code of each Plan which constitutes a funded welfare plan as defined in Section 3(1) of ERISA; and nothing has occurred since the date of each such determination or recognition that would adversely affect such qualification. (iii) no Plan which is subject to Part 3 of Subtitle B of Title 1 of ERISA or Section 412 of the Code had an accumulated funding deficiency (as defined in Section 302(a)(2) of ERISA and Section 412 of the 18 Code), whether or not waived, as of the last day of the most recently completed fiscal year of such Plan, (iv) there are no "prohibited transactions" (as described in Section 406 of ERISA or Section 4975 of the Code) with respect to any Plan for which the Company or any of its Subsidiaries has any liability, nor are any of the assets of any Plan invested in employer securities or employer real property, (v) no Plan is subject to Title IV of ERISA, or if subject, there have been no "reportable events" (as described in Section 4043 of ERISA) as to which there is any material risk of termination of such Plan, (vi) no material liability to the PBGC has been or is expected by the Company to be incurred by the Company or any of its Subsidiaries with respect to any Plan, and there has been no event or condition which presents a material risk of termination of any Plan by the PBGC, (vii) with respect to each Plan subject to Title IV of ERISA, the amount for which Company or any of its Subsidiaries would be liable pursuant to the provisions of Sections 4062, 4063 or 4064 of ERISA would be zero if such Plans terminated on the date of this Agreement, (viii) no notice of intent to terminate a Plan has been filed with, nor has any Plan been terminated pursuant to the provisions of Section 4041 of ERISA, (ix) the PBGC has not instituted proceedings to terminate (or appointed a trustee to administer) a Plan and no event has occurred or condition exists which might constitute grounds under the provisions of Section 4042 of ERISA for the termination of (or the appointment of a trustee to administer) any such Plan., (x) no Plan or Benefit Arrangement covers any employee or former employee of the Company or any of its Subsidiaries that could give rise to the payment of any amount that would not be deductible pursuant to the terms of section 280G of the Code, (xi) there are no Claims (other than routine claims for benefits) pending or threatened involving any Plan or Benefit Arrangement or any of the assets thereof, (xii) except as set forth in Section 3.12(a) of the Disclosure Schedule (which entry, if applicable, will indicate the present value of accumulated plan liabilities calculated in a manner consistent with FAS 106 and the actual annual expense for such benefits for each of the last two (2) years) and pursuant to the provisions of COBRA, neither the Company nor any of its Subsidiaries maintains any Plan that provides benefits described in Section 3(1) of ERISA to any former employees or retirees of the Company or any of its Subsidiaries, (xiii) all reports, returns and similar items required to be filed with any Authority or distributed to employees and/or Plan participants in connection with the maintenance or operation of any Plan or Benefit Arrangement have been duly and timely filed and distributed, and there have been no acts or omissions by the Company or any of its Subsidiaries, which have given rise to or may reasonably be expected to give rise to fines, penalties, taxes or related charges under Sections 502(c), 502(i) or 4071 or ERISA or Chapter 43 or section Section 6039D of the Code for which the Company or any of its Subsidiaries may be liable, (xiv) neither the Company nor any of its Subsidiaries nor any of its respective directors, officers or employees has committed, nor to the best of the Company's knowledge has any other fiduciary committed, any breach of the fiduciary responsibility standards imposed by ERISA that would subject the Company or any of its Subsidiaries or any of its respective directors, officers or employees to liability under ERISA, (xv) to the extent that the most recent balance sheet forming part of the Financial Statements does not include a pro rata amount of the contributions which would otherwise have been made in accordance with past practices for the Plan years which include the Public Offering Financing Closing Date, such amounts are set forth in Section 3.12(a) of the Disclosure Schedule, (xvi) the Company has furnished to VIALOG a copy of the three most recently filed annual reports (IRS Form 5500) series and accountant's opinion, if applicable, for each Plan (and the three most recent actuarial valuation reports for each Plan, if any, that is subject to Title IV of ERISA), and all information provided by the Company to any actuary in connection with the preparation of any such actuarial valuation report was true, correct and complete in all material respects, (b) Neither the Company nor any of its Subsidiaries is or ever has been a party to any Multiemployer Plan or made contributions to any such plan. (c) Section 3.12(c) of the Disclosure Schedule sets forth the basis of funding, and the current status of, any past service liability with respect to each Employment Arrangement to which the same is applicable.

Employee Retirement Income Security Act of 1974. (a) Section 3.12(a) of the Disclosure Schedule Letter sets forth a list of all Plans and Benefit Arrangements maintained by the Company and any of its Subsidiaries (which for purposes of this Section 3.12 will include any ERISA Affiliate with respect to any Plan subject to Title IV of ERISA). As to all such Plans and Benefit Arrangements, and except as disclosed in such Section 3.12(a) of the Disclosure ScheduleLetter: (i) all Plans and Benefit Arrangements comply currently, and have complied in the past, in all material respects both as to form and operation, with their terms and with all Applicable Laws, and neither the Company nor any of its Subsidiaries has received any outstanding notice from any Authority questioning or challenging such compliance, (ii) all necessary governmental approvals for each Plan and Benefit Arrangement have been obtained; the Internal Revenue Service has issued a favorable determination as to the tax qualified status of each Plan intended to comply with section 401(a) of the Code and each amendment thereto, and a recognition of exemption from federal income taxation under Section 501(a) of the Code of each Plan which constitutes a funded welfare plan as defined in Section 3(1) of ERISA; and nothing has occurred since the date of each such determination or recognition that would adversely affect such qualification. (iii) no Plan which is subject to Part 3 of Subtitle B of Title 1 of ERISA or Section 412 of the Code had an accumulated funding deficiency (as defined in Section 302(a)(2) of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recently completed fiscal year of such Plan, (iv) there are no "prohibited transactions" (as described in Section 406 of ERISA or Section 4975 of the Code) with respect to any Plan for which the Company or any of its Subsidiaries has any liability, nor are any of the assets of any Plan invested in employer securities or employer real property, (v) no Plan is subject to Title IV of ERISA, or if subject, there have been no "reportable events" (as described in Section 4043 of ERISA) as to which there is any material risk of termination of such Plan, (vi) no material liability to the PBGC has been or is expected by the Company to be incurred by the Company or any of its Subsidiaries with respect to any Plan, and there has been no event or condition which presents a material risk of termination of any Plan by the PBGC, (vii) with respect to each Plan subject to Title IV of ERISA, the amount for which Company or any of its Subsidiaries would be liable pursuant to the provisions of Sections 4062, 4063 or 4064 of ERISA would be zero if such Plans terminated on the date of this Agreement, (viii) no notice of intent to terminate a Plan has been filed with, nor has any Plan been terminated pursuant to the provisions of Section 4041 of ERISA, (ix) the PBGC has not instituted proceedings to terminate (or appointed a trustee to administer) a Plan and no event has occurred or condition exists which might constitute grounds under the provisions of Section 4042 of ERISA for the termination of (or the appointment of a trustee to administer) any such Plan., (x) no Plan or Benefit Arrangement covers any employee or former employee of the Company or any of its Subsidiaries that could give rise to the payment of any amount that would not be deductible pursuant to the terms of section 280G of the Code, (xi) there are no Claims (other than routine claims for benefits) pending or threatened involving any Plan or Benefit Arrangement or any of the assets thereof, (xii) except as set forth in Section 3.12(a) of the Disclosure Schedule Letter (which entry, if applicable, will indicate the present value of accumulated plan liabilities calculated in a manner consistent with FAS 106 and the actual annual expense for such benefits for each of the last two (2) years) and pursuant to the provisions of COBRA, neither the Company nor any of its Subsidiaries maintains any Plan that provides benefits described in Section 3(1) of ERISA to any former employees or retirees of the Company or any of its Subsidiaries, (xiii) all reports, returns and similar items required to be filed with any Authority or distributed to employees and/or Plan participants in connection with the maintenance or operation of any Plan or Benefit Arrangement have been duly and timely filed and distributed, and there have been no acts or omissions by the Company or any of its Subsidiaries, which have given rise to or may reasonably be expected to give rise to fines, penalties, taxes or related charges under Sections 502(c), 502(i) or 4071 or ERISA or Chapter 43 or section Section 6039D of the Code for which the Company or any of its Subsidiaries may be liable, (xiv) neither the Company nor any of its Subsidiaries nor any of its respective directors, officers or employees has committed, nor to the best of the Company's knowledge has any other fiduciary committed, any breach of the fiduciary responsibility standards imposed by ERISA that would subject the Company or any of its Subsidiaries or any of its respective directors, officers or employees to liability under ERISA, (xv) to the extent that the most recent balance sheet forming part of the Financial Statements does not include a pro rata amount of the contributions which would otherwise have been made in accordance with past practices for the Plan years which include the Public Offering Financing Closing Date, such amounts are set forth in Section 3.12(a) of the Disclosure ScheduleLetter, (xvi) the Company has furnished to VIALOG a copy of the three most recently filed annual reports (IRS Form 5500) series and accountant's opinion, if applicable, for each Plan (and the three most recent actuarial valuation reports for each Plan, if any, that is subject to Title IV of ERISA), and all information provided by the Company to any actuary in connection with the preparation of any such actuarial valuation report was true, correct and complete in all material respects, (b) Neither the Company nor any of its Subsidiaries is or ever has been a party to any Multiemployer Plan or made contributions to any such plan. (c) Section 3.12(c) of the Disclosure Schedule Letter sets forth the basis of funding, and the current status of, any past service liability with respect to each Employment Arrangement to which the same is applicable.

Employee Retirement Income Security Act of 1974. (a) Section 3.12(a) of the Disclosure Schedule sets forth a list of all Plans and Benefit Arrangements maintained by the Company and any of its Subsidiaries (which for purposes of this Section 3.12 will include any ERISA Affiliate with respect to any Plan subject to Title IV of ERISA). As to all such Plans and Benefit Arrangements, and except as disclosed in such Section 3.12(a) of the Disclosure Schedule: (i) all Plans and Benefit Arrangements comply currently, and have complied in the past, in all material respects both as to form and operation, with their terms and with all Applicable Laws, and neither the Company nor any of its Subsidiaries has received any outstanding notice from any Authority questioning or challenging such compliance, (ii) all necessary governmental approvals for each Plan and Benefit Arrangement have been obtained; the Internal Revenue Service has issued a favorable determination as to the tax qualified status of each Plan intended to comply with section 401(a) of the Code and each amendment thereto, and a recognition of exemption from federal income taxation under Section 501(a) of the Code of each Plan which constitutes a funded welfare plan as defined in Section 3(1) of ERISA; and nothing has occurred since the date of each such determination or recognition that would adversely affect such qualification. (iii) no Plan which is subject to Part 3 of Subtitle B of Title 1 of ERISA or Section 412 of the Code had an accumulated funding deficiency (as defined in Section 302(a)(2) of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recently completed fiscal year of such Plan, (iv) there are no "prohibited transactions" (as described in Section 406 of ERISA or Section 4975 of the Code) with respect to any Plan for which the Company or any of its Subsidiaries has any liability, nor are any of the assets of any Plan invested in employer securities or employer real property, (v) no Plan is subject to Title IV of ERISA, or if subject, there have been no "reportable events" (as described in Section 4043 of ERISA) as to which there is any material risk of termination of such Plan, (vi) no material liability to the PBGC has been or is expected by the Company to be incurred by the Company or any of its Subsidiaries with respect to any Plan, and there has been no event or condition which presents a material risk of termination of any Plan by the PBGC, (vii) with respect to each Plan subject to Title IV of ERISA, the amount for which Company or any of its Subsidiaries would be liable pursuant to the provisions of Sections 4062, 4063 or 4064 of ERISA would be zero if such Plans terminated on the date of this Agreement, (viii) no notice of intent to terminate a Plan has been filed with, nor has any Plan been terminated pursuant to the provisions of Section 4041 of ERISA, (ix) the PBGC has not instituted proceedings to terminate (or appointed a trustee to administer) a Plan and no event has occurred or condition exists which might constitute grounds under the provisions of Section 4042 of ERISA for the termination of (or the appointment of a trustee to administer) any such Plan., (x) no Plan or Benefit Arrangement covers any employee or former employee of the Company or any of its Subsidiaries that could give rise to the payment of any amount that would not be deductible pursuant to the terms of section 280G of the Code, (xi) there are no Claims (other than routine claims for benefits) pending or threatened involving any Plan or Benefit Arrangement or any of the assets thereof, (xii) except as set forth in Section 3.12(a) of the Disclosure Schedule (which entry, if applicable, will indicate the present value of accumulated plan liabilities calculated in a manner consistent with FAS 106 and the actual annual expense for such benefits for each of the last two (2) years) and pursuant to the provisions of COBRA, neither the Company nor any of its Subsidiaries maintains any Plan that provides benefits described in Section 3(1) 18 of ERISA to any former employees or retirees of the Company or any of its Subsidiaries, (xiii) all reports, returns and similar items required to be filed with any Authority or distributed to employees and/or Plan participants in connection with the maintenance or operation of any Plan or Benefit Arrangement have been duly and timely filed and distributed, and there have been no acts or omissions by the Company or any of its Subsidiaries, which have given rise to or may reasonably be expected to give rise to fines, penalties, taxes or related charges under Sections 502(c), 502(i) or 4071 or ERISA or Chapter 43 or section Section 6039D of the Code for which the Company or any of its Subsidiaries may be liable, (xiv) neither the Company nor any of its Subsidiaries nor any of its respective directors, officers or employees has committed, nor to the best of the Company's knowledge has any other fiduciary committed, any breach of the fiduciary responsibility standards imposed by ERISA that would subject the Company or any of its Subsidiaries or any of its respective directors, officers or employees to liability under ERISA, (xv) to the extent that the most recent balance sheet forming part of the Financial Statements does not include a pro rata amount of the contributions which would otherwise have been made in accordance with past practices for the Plan years which include the Public Offering Financing Closing Date, such amounts are set forth in Section 3.12(a) of the Disclosure Schedule, (xvi) the Company has furnished to VIALOG a copy of the three most recently filed annual reports (IRS Form 5500) series and accountant's opinion, if applicable, for each Plan (and the three most recent actuarial valuation reports for each Plan, if any, that is subject to Title IV of ERISA), and all information provided by the Company to any actuary in connection with the preparation of any such actuarial valuation report was true, correct and complete in all material respects, (b) Neither the Company nor any of its Subsidiaries is or ever has been a party to any Multiemployer Plan or made contributions to any such plan. (c) Section 3.12(c) of the Disclosure Schedule sets forth the basis of funding, and the current status of, any past service liability with respect to each Employment Arrangement to which the same is applicable.

Employee Retirement Income Security Act of 1974. (a) Section 3.12(a) of the Disclosure Schedule sets forth a list of all Plans and Benefit Arrangements maintained by the Company and any of its Subsidiaries (which for purposes of this Section 3.12 will include any ERISA Affiliate with respect to any Plan subject to Title IV of ERISA). As to all such Plans and Benefit Arrangements, and except as disclosed in such Section 3.12(a) of the Disclosure Schedule: (i) all Plans and Benefit Arrangements comply currently, and have complied in the past, in all material respects both as to form and operation, with their terms and with all Applicable Laws, and neither the Company nor any of its Subsidiaries has not received any outstanding notice from any Authority questioning or challenging such compliance, (ii) all necessary governmental approvals for each Plan and Benefit Arrangement have been obtained; the Internal Revenue Service has issued a favorable determination as to the tax qualified status of each Plan intended to comply with section 401(a) of the Code and each amendment thereto, and a recognition of exemption from federal income taxation under Section 501(a) of the Code of each Plan which constitutes a funded welfare plan as defined in Section 3(1) of ERISA; and nothing has occurred since the date of each such determination or recognition that would adversely affect such qualification. (iii) no Plan which is subject to Part 3 of Subtitle B of Title 1 of ERISA or Section 412 of the Code had an accumulated funding deficiency (as defined in Section 302(a)(2) of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recently completed fiscal year of such Plan, (iv) there are no "prohibited transactions" (as described in Section 406 of ERISA or Section 4975 of the Code) with respect to any Plan for which the Company or any of its Subsidiaries has any liability, nor are any of the assets of any Plan invested in employer securities or employer real property, (v) no Plan is subject to Title IV of ERISA, or if subject, there have been no "reportable events" (as described in Section 4043 of ERISA) as to which there is any material risk of termination of such Plan, (vi) no material liability to the PBGC has been or is expected by the Company to be incurred by the Company or any of its Subsidiaries with respect to any Plan, and there has been no event or condition which presents a material risk of termination of any Plan by the PBGC, (vii) with respect to each Plan subject to Title IV of ERISA, the amount for which Company or any of its Subsidiaries would be liable pursuant to the provisions of Sections 4062, 4063 or 4064 of ERISA would be zero if such Plans terminated on the date of this Agreement, (viii) no notice of intent to terminate a Plan has been filed with, nor has any Plan been terminated pursuant to the provisions of Section 4041 of ERISA, (ix) the PBGC has not instituted proceedings to terminate (or appointed a trustee to administer) a Plan and no event has occurred or condition exists which might constitute grounds under the provisions of Section 4042 of ERISA for the termination of (or the appointment of a trustee to administer) any such Plan., (x) no Plan or Benefit Arrangement covers any employee or former employee of the Company or any of its Subsidiaries that could give rise to the payment of any amount that would not be deductible pursuant to the terms of section 280G of the Code, (xi) there are no Claims (other than routine claims for benefits) pending or threatened involving any Plan or Benefit Arrangement or any of the assets thereof, (xii) except as set forth in Section 3.12(a) of the Disclosure Schedule (which entry, if applicable, will indicate the present value of accumulated plan liabilities calculated in a manner consistent with FAS 106 and the actual annual expense for such benefits for each of the last two (2) years) and pursuant to the provisions of COBRA, neither the Company nor any of its Subsidiaries maintains does not maintain any Plan that provides benefits described in Section 3(1) of ERISA to any former employees or retirees of the Company or any of its SubsidiariesCompany, (xiii) all reports, returns and similar items required to be filed with any Authority or distributed to employees and/or Plan participants in connection with the maintenance or operation of any Plan or Benefit Arrangement have been duly and timely filed and distributed, and there have been no acts or omissions by the Company or any of its SubsidiariesCompany, which have given rise to or may reasonably be expected to give rise to fines, penalties, taxes or related charges under Sections 502(c), 502(i) or 4071 or ERISA or Chapter 43 or section Section 6039D of the Code for which the Company or any of its Subsidiaries may be liable, (xiv) neither the Company nor any of its Subsidiaries nor any of its respective directors, officers or employees has committed, nor to the best of the Company's knowledge has any other fiduciary committed, any breach of the fiduciary responsibility standards imposed by ERISA that would subject the Company or any of its Subsidiaries or any of its respective directors, officers or employees to liability under ERISA, (xv) to the extent that the most recent balance sheet forming part of the Financial Statements does not include a pro rata amount of the contributions which would otherwise have been made in accordance with past practices for the Plan years which include the Public Offering Merger Closing Date, such amounts are set forth in Section 3.12(a) of the Disclosure Schedule, (xvi) the Company has furnished to VIALOG a copy of the three most recently filed annual reports (IRS Form 5500) series and accountant's opinion, if applicable, for each Plan (and the three most recent actuarial valuation reports for each Plan, if any, that is subject to Title IV of ERISA), and all information provided by the Company to any actuary in connection with the preparation of any such actuarial valuation report was true, correct and complete in all material respects, (b) Neither the The Company nor any of its Subsidiaries is or ever not and never has been a party to any Multiemployer Plan or made contributions to any such plan. (c) Section 3.12(c) of the Disclosure Schedule sets forth the basis of funding, and the current status of, any past service liability with respect to each Employment Arrangement to which the same is applicable.

Employee Retirement Income Security Act of 1974. (a) Section 3.12(a) of the Disclosure Schedule sets forth a list of all Plans and Benefit Arrangements maintained by the Company and any of its Subsidiaries (which for purposes of this Section 3.12 will include any ERISA Affiliate with respect to any Plan subject to Title IV of ERISA). As to all such Plans and Benefit Arrangements, and except as disclosed in such Section 3.12(a) of the Disclosure Schedule: (i) all Plans and Benefit Arrangements comply currently, and have complied in the past, in all material respects both as to form and operation, with their terms and with all Applicable Laws, and neither the Company nor any of its Subsidiaries has received any outstanding notice from any Authority questioning or challenging such compliance, (ii) all necessary governmental approvals for each Plan and Benefit Arrangement have been obtained; the Internal Revenue Service has issued a favorable determination as to the tax qualified status of each Plan intended to comply with section 401(a) of the Code and each amendment thereto, and a recognition of exemption from federal income taxation under Section 501(a) of the Code of each Plan which constitutes a funded welfare plan as defined in Section 3(1) of ERISA; and nothing has occurred since the date of each such determination or recognition that would adversely affect such qualification. (iii) no Plan which is subject to Part 3 of Subtitle B of Title 1 of ERISA or Section 412 of the Code had an accumulated funding deficiency (as defined in Section 302(a)(2) of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recently completed fiscal year of such Plan, (iv) there are no "prohibited transactions" (as described in Section 406 of ERISA or Section 4975 of the Code) with respect to any Plan for which the Company or any of its Subsidiaries has any liability, nor are any of the assets of any Plan invested in employer securities or employer real property, (v) no Plan is subject to Title IV of ERISA, or if subject, there have been no "reportable events" (as described in Section 4043 of ERISA) as to which there is any material risk of termination of such Plan, (vi) no material liability to the PBGC has been or is expected by the Company to be incurred by the Company or any of its Subsidiaries with respect to any Plan, and there has been no event or condition which presents a material risk of termination of any Plan by the PBGC, (vii) with respect to each Plan subject to Title IV of ERISA, the amount for which Company or any of its Subsidiaries would be liable pursuant to the provisions of Sections 4062, 4063 or 4064 of ERISA would be zero if such Plans terminated on the date of this Agreement, (viii) no notice of intent to terminate a Plan has been filed with, nor has any Plan been terminated pursuant to the provisions of Section 4041 of ERISA, (ix) the PBGC has not instituted proceedings to terminate (or appointed a trustee to administer) a Plan and no event has occurred or condition exists which might constitute grounds under the provisions of Section 4042 of ERISA for the termination of (or the appointment of a trustee to administer) any such Plan. (x) no Plan or Benefit Arrangement covers any employee or former employee of the Company or any of its Subsidiaries that could give rise to the payment of any amount that would not be deductible pursuant to the terms of section 280G of the Code, (xi) there are no Claims (other than routine claims for benefits) pending or threatened involving any Plan or Benefit Arrangement or any of the assets thereof, (xii) except as set forth in Section 3.12(a) of the Disclosure Schedule (which entry, if applicable, will indicate the present value of accumulated plan liabilities calculated in a manner consistent with FAS 106 and the actual annual expense for such benefits for each of the last two (2) years) and pursuant to the provisions of COBRA, neither the Company nor any of its Subsidiaries maintains any Plan that provides benefits described in Section 3(1) of ERISA to any former employees or retirees of the Company or any of its Subsidiaries, (xiii) all reports, returns and similar items required to be filed with any Authority or distributed to employees and/or Plan participants in connection with the maintenance or operation of any Plan or Benefit Arrangement have been duly and timely filed and distributed, and there have been no acts or omissions by the Company or any of its Subsidiaries, which have given rise to or may reasonably be expected to give rise to fines, penalties, taxes or related charges under Sections 502(c), 502(i) or 4071 or ERISA or Chapter 43 or section 6039D of the Code for which the Company or any of its Subsidiaries may be liable, (xiv) neither the Company nor any of its Subsidiaries nor any of its respective directors, officers or employees has committed, nor to the best of the Company's knowledge has any other fiduciary committed, any breach of the fiduciary responsibility standards imposed by ERISA that would subject the Company or any of its Subsidiaries or any of its respective directors, officers or employees to liability under ERISA, (xv) to the extent that the most recent balance sheet forming part of the Financial Statements does not include a pro rata amount of the contributions which would otherwise have been made in accordance with past practices for the Plan years which include the Public Offering Financing Closing Date, such amounts are set forth in Section 3.12(a) of the Disclosure Schedule, (xvi) the Company has furnished to VIALOG a copy of the three most recently filed annual reports (IRS Form 5500) series and accountant's opinion, if applicable, for each Plan (and the three most recent actuarial valuation reports for each Plan, if any, that is subject to Title IV of ERISA), and all information provided by the Company to any actuary in connection with the preparation of any such actuarial valuation report was true, correct and complete in all material respects, (b) Neither the Company nor any of its Subsidiaries is or ever has been a party to any Multiemployer Plan or made contributions to any such plan. (c) Section 3.12(c) of the Disclosure Schedule sets forth the basis of funding, and the current status of, any past service liability with respect to each Employment Arrangement to which the same is applicable.