Common use of Employees and Compensation Clause in Contracts

Employees and Compensation. (A) Shown on Schedule 6.15(A) is a list of the name of each employee, sales agent or other Person, separately identified as to part-time or full-time, who is currently employed in the Business by Seller, together with each Person’s job classification, date of hire, and current rate of compensation (or method for computing same). All employees of Seller are “at will” employees whose employment may be terminated by Seller at any time, with or without notice or cause. (B) Schedule 6.15(B) hereto lists all compensation and benefit plans, contracts and arrangements maintained, sponsored or participated in by Seller or any of its Affiliates in connection with the Business and in effect as of the date hereof including, without limitation, all pension (including all such employee pension benefit plans as defined in Section 3(2) of ERISA), profit-sharing, savings and thrift, fringe benefit, bonus, incentive or deferred compensation, severance pay and medical and life insurance plans and employee welfare plans as defined in Section 3(1) of ERISA that are sponsored by Seller or any of its Affiliates and in which any employees of Seller participate (collectively, “Employee Benefit Plans”). (C) As to Employee Benefit Plans sponsored by Seller or its Affiliates that are “employee pension benefit plans” as defined in Section 3(2) of ERISA, such plans sponsored by Seller or its Affiliates are tax qualified under Section 401(a) of the Code, are not currently under examination by, nor are any matters pending before, the Internal Revenue Service, the Employee Benefits Security Administration or any quasi-government agency, are not subject to any claim, suit or arbitration (other than routine claims for benefits), are not subject to the minimum funding standards of Code Section 412, are in compliance with and have been administered in accordance with their terms and in compliance with all applicable requirements of law, including, but not limited to, the Code and ERISA, and there have been no prohibited transactions as defined in Code Section 4975 or ERISA Section 406 with respect to such plans that could subject Seller or its Affiliates to a tax or penalty under Code Section 4975 or ERISA Section 502(i). (D) Neither Seller nor any of its Affiliates has incurred any Liability under Title IV of ERISA that has or could, after the Effective Date, become a Lien upon any of the Purchased Assets pursuant to ERISA Section 4068. (E) Neither Seller nor any of its Affiliates is or has ever been required to contribute to any “multiemployer plan,” as such term is defined in Section 4001(a)(3) of ERISA, in which any employees of Seller in connection with the Business participate. (F) Except as set forth in Schedule 6.15(F), no Employee Benefit Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees for period extending beyond their retirement or other termination of service, other than (i) coverage mandated by applicable law, or (ii) death benefits under any pension plan. (G) For the purposes of this Section 6.15, Seller shall include all trades or business under common control with Seller as provided in the regulations under Code Section 414(c).

Employees and Compensation. (A) Shown on Schedule 6.15(A) is 3.11 contains a true and complete list of the name of each employee, sales agent or other Person, separately identified as to part-time or full-time, who is currently employed in the Business by Seller, together with each Person’s job classification, date of hire, and current rate of compensation (or method for computing same). All employees of Seller are “at will” employees whose employment may be terminated by Seller at any time, with or without notice or cause. (B) Schedule 6.15(B) hereto lists all compensation and benefit plans, contracts and arrangements maintained, sponsored or participated in by Seller or any of its Affiliates in connection with the Business and in effect as of the date hereof including, without limitation, of this Agreement of all pension (including all such employee pension benefit plans as defined in Section 3(2) of ERISA), profit-sharing, savings and thrift, fringe benefit, bonus, incentive or deferred compensation, severance pay and medical and life insurance plans and employee welfare plans as defined in Section 3(1) of ERISA that are sponsored by Seller or any of its Affiliates and in which any employees of the Seller participate engaged in the Intermittent Testing Business (collectively, “Employee Benefit Plans”). (Cthe "Employees") As to Employee Benefit Plans sponsored by Seller and a description of all compensation arrangements affecting them, including all written or its Affiliates oral employment agreements, all accrued vacation and other obligations that are “employee pension benefit plans” have accrued as defined in Section 3(2) of ERISAthe date of this Agreement, such plans sponsored by Seller or its Affiliates are tax qualified under Section 401(a) of the Code, are not currently under examination by, nor are any matters pending before, the Internal Revenue Service, the Employee Benefits Security Administration or any quasi-government agency, are not subject schedule to any claim, suit or arbitration (other than routine claims for benefits), are not subject be updated prior to the minimum funding standards of Code Section 412, are in compliance with and have been administered in accordance with their terms and in compliance with all applicable requirements of law, including, but not limited to, the Code and ERISA, and there have been no prohibited transactions as defined in Code Section 4975 or ERISA Section 406 with respect to such plans that could subject Seller or its Affiliates to a tax or penalty under Code Section 4975 or ERISA Section 502(i). (D) Neither Seller nor any of its Affiliates has incurred any Liability under Title IV of ERISA that has or could, after the Effective Date, become a Lien upon any of the Purchased Assets Closing pursuant to ERISA Section 4068. (E) Neither Seller nor any of its Affiliates is or has ever been required to contribute to any “multiemployer plan,” as such term is defined in Section 4001(a)(3) of ERISA, in which any employees of Seller in connection with the Business participate. (F) 5.12. Except as set forth in Schedule 6.15(F3.11, all Employees of the Seller are employed "at will" and may be terminated at any time with or without cause, without payment of additional compensation beyond accrued salary and vacation, and with no more than two weeks notice. There is no organized labor strike, dispute, slowdown or stoppage, collective bargaining or unfair labor practice claim, union representation question or arbitration or grievance proceeding, (collectively, "Labor Matters"), pending, or to the knowledge, of the Seller threatened, against or affecting the Seller. Schedule 3.11 lists each Labor Matter that involves a claim or potential claim against, or that enjoins or compels or seeks to enjoin or to compel any activity by the Seller with respect to the Intermittent Testing Business. The Seller is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination, occupational safety and health, and unfair labor practices. There is no Employee Benefit Plan provides medicalunemployment discrimination or unfair labor practice charge or complaint against the Seller pending or, surgicalto the knowledge of the Seller, hospitalizationthreatened before the National Labor Relations Board, death Office of Federal Contract Compliance Programs, U.S. Equal Employment Opportunity Commission, or similar benefits (whether any comparable state, local or foreign agency. The Seller has not insured) experienced any material work stoppage in the last 18 months. The Seller is not delinquent in payments to any of its Employees for any wages, salaries, commissions, bonuses or other compensation for any services performed by them or amounts required to be reimbursed to such Employees. Upon termination of the employment of any of the Employees of the Seller before or after the Closing Date, neither the Purchaser, or except as set forth in Schedule 3.11, the Seller, will be liable to such employees for period extending beyond their retirement severance pay. The Seller is not a party to or other termination of service, other than (i) coverage mandated bound by applicable law, or (ii) death benefits under any pension plancollective bargaining agreements. (G) For the purposes of this Section 6.15, Seller shall include all trades or business under common control with Seller as provided in the regulations under Code Section 414(c).

Employees and Compensation. (A) Shown on Schedule 6.15(A) is 3.18 of the Disclosure Schedule sets forth a true and correct list of the name and current annual salary of each employee, sales agent or other Person, separately identified as current employee of the Company and the amount of any bonus that an employee is entitled to part-time or full-time, who is currently employed in the Business by Seller, together with each Person’s job classification, date of hire, and current rate of compensation (or method for computing same). All employees of Seller are “at will” employees whose employment may be terminated by Seller at any time, with or without notice or cause. (B) Schedule 6.15(B) hereto lists all compensation and benefit plans, contracts and arrangements maintained, sponsored or participated in by Seller or any of its Affiliates receive in connection with the Business and transactions contemplated under this Agreement. The Company is not a party to a collective bargaining agreement or other contract with any labor organization or other representative of any Company employees, nor is any such agreement presently being negotiated by the Company. No labor union or representative thereof claims to be or, to the Company’s knowledge, is currently seeking or has sought, in effect as the past five years, to represent such employees. To the Company’s knowledge, no employee identified on Schedule 3.18 of the Disclosure Schedule has any present intention to terminate his or her employment with the Company within the next 12 months or is bound by any confidentiality agreement, non-competition agreement or other contract that may reasonably be expected to have a material adverse effect on such employee’s participation in the Company’s business. Except as disclosed on Schedule 3.18, during the ten (10) year period preceding the date hereof includingof this Agreement, without limitationthe Company has complied in all material respects with all Legal Requirements relating to employment and employment practices, all pension employee record-keeping, terms and condition of employment, employee leave (including all such employee pension benefit plans as defined in Section 3(2) of ERISApaid sick time), profit-sharingemployee accommodations, savings and thriftbackground checks, fringe benefitdrug and/or alcohol testing, bonus, incentive or deferred workers’ compensation, severance pay unemployment compensation, employee garnishments, whistleblower requirements, employee hiring and medical termination, paid time off, non-discrimination, non-retaliation, payment of employment-related taxes, compliance with the Fair Labor Standards Act, employee and life insurance plans independent contractor classification, wages and employee welfare plans as defined in Section 3(1) of ERISA that are sponsored by Seller or hours, overtime, meal and rest breaks, Worker Adjustment Retraining Notification Act, Occupational Safety and Health Act and any state and local equivalents and similar matters. There is no pending or, to the Company’s knowledge, threatened employment-related claim between the Company and any of its Affiliates and in which any employees of Seller participate (collectively, “Employee Benefit Plans”). (C) As to Employee Benefit Plans sponsored by Seller or its Affiliates that are “employee pension benefit plans” as defined in Section 3(2) of ERISA, such plans sponsored by Seller or its Affiliates are tax qualified under Section 401(a) of the Code, are not currently under examination by, nor are any matters pending before, the Internal Revenue Service, the Employee Benefits Security Administration or any quasi-government agency, are not subject to any claim, suit or arbitration (other than routine claims for benefits), are not subject to the minimum funding standards of Code Section 412, are in compliance with and have been administered in accordance with their terms and in compliance with all applicable requirements of law, including, but not limited to, the Code and ERISA, former employees and there have been no prohibited transactions as defined such claims in Code Section 4975 or ERISA Section 406 with respect to such plans that could subject Seller or its Affiliates to a tax or penalty under Code Section 4975 or ERISA Section 502(i). the past five (D5) Neither Seller nor any years. As of its Affiliates has incurred any Liability under Title IV of ERISA that has or couldClosing, after the Effective Date, become a Lien upon any all present and former employees and contractors of the Purchased Assets pursuant Company will have been paid all wages, bonuses and other compensation owed to ERISA Section 4068. (E) Neither Seller nor any them by the Company as of its Affiliates is or has ever been required to contribute to any “multiemployer plan,” as such term is defined in Section 4001(a)(3) of ERISA, in which any employees of Seller in connection with the Business participate. (F) Except as set forth in Schedule 6.15(F), no Employee Benefit Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees for period extending beyond their retirement or other termination of serviceClosing Date, other than payments that are, consistent with past practice, not yet payable (such as wages for the most recent pay period or bonuses not yet paid). The Company (i) coverage mandated by applicable lawdoes not employ any individual who is not legally authorized to work in the United States, or and (ii) death benefits under any pension planhas complied in all material respects with all applicable immigration laws. (G) For the purposes of this Section 6.15, Seller shall include all trades or business under common control with Seller as provided in the regulations under Code Section 414(c).

Employees and Compensation. (Aa) Shown Except as described on Schedule 6.15(A4.17(a) is a list hereto, (i) no employee of the name of each employee, sales agent or other Person, separately identified as to part-time or full-time, who is currently employed in the Business by Seller, together with each Person’s job classification, date of hire, and current rate of compensation (or method for computing same). All employees of Seller are “at will” employees whose employment may be terminated by Seller at any time, with or without notice or cause. (B) Schedule 6.15(B) hereto lists all compensation and benefit plans, contracts and arrangements maintained, sponsored or participated in by Seller Xxxxxx Holding or any of its Affiliates Subsidiaries are represented by any union, (ii) there is no labor strike, slowdown, stoppage, labor dispute or organizational effort pending or to the knowledge of Xxxxxx Holding, threatened against Xxxxxx Holding or any of its Subsidiaries, and (iii) during the past two (2) years, no labor strike, slowdown, stoppage, labor dispute or organizational effort has occurred. None of Xxxxxx Holding or any of its Subsidiaries is a party to or bound by any collective bargaining agreement. There has been no unfair labor practice within the meaning of the National Labor Relations Act with respect to Xxxxxx Holding or any of its Subsidiaries. Xxxxxx Holding and each of its Subsidiaries are in connection compliance with all Applicable Laws relating to employment and employment practices, workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining and the Business WARN Act. Except as set forth on Schedule 4.17(a), there have been no claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer, director, stockholder, consultant or other service provider of Xxxxxx Holding or its Subsidiaries at any time during the past four (4) years and, to the knowledge of Xxxxxx Holding, BAHS or the Xxxxxx Group, no facts exist that could reasonably be expected to give rise to such claims or actions. To the knowledge of Xxxxxx Holding, BAHS or the Xxxxxx Group, no employees or consultants of Xxxxxx Holding and its Subsidiaries (“Xxxxxx Employees”) are in effect any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee or consultant to be employed or retained by Xxxxxx Holding or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted or to the use of trade secrets or proprietary information of others. (b) Schedule 4.17(b) sets forth as of the date hereof including(i) the name, without limitation, all pension title and current total annual cash compensation of each Xxxxxx Employee whose current or committed annual rate of cash compensation (including bonuses and commissions) exceeds $100,000, (ii) all wage and salary increases, bonuses and increases in any other direct or indirect cash compensation received by any such employee pension benefit plans as defined in Section 3(2Xxxxxx Employee whose current or committed annual rate of cash compensation (including bonuses and commissions) of ERISAexceeds $100,000 since September 30, 2009 (other than those applicable to employees generally), profit-sharing, savings and thrift, fringe benefit, bonus, incentive (iii) any payments or deferred compensation, commitments to pay any severance or termination pay to any such Xxxxxx Employee whose current or committed annual rate of cash compensation (including bonuses and medical and life insurance plans and employee welfare plans as defined in Section 3(1commissions) of ERISA that are sponsored by Seller or any of its Affiliates and in which any employees of Seller participate (collectively, “Employee Benefit Plans”)exceeds $100,000. (Cc) As to Employee Benefit Plans sponsored by Seller or its Affiliates that are “employee pension benefit plans” as defined in Section 3(2) True and correct copies of ERISA, such plans sponsored by Seller or its Affiliates are tax qualified under Section 401(a) each of the Codeforms of non-competition agreements for each Xxxxxx Employee are attached to Schedule 4.17(c). sets forth a complete list of each Xxxxxx Employee who has executed a non-competition agreement and, are not currently under examination byif applicable, nor are any matters pending before, the Internal Revenue Service, the Employee Benefits Security Administration or any quasivariances from a disclosed form non-government agency, are not subject to any claim, suit or arbitration (other than routine claims for benefits), are not subject to the minimum funding standards of Code Section 412, are competition agreement reflected in compliance with and have been administered in accordance with their terms and in compliance with all applicable requirements of law, including, but not limited to, the Code and ERISA, and there have been no prohibited transactions as defined in Code Section 4975 or ERISA Section 406 with respect to such plans that could subject Seller or its Affiliates to a tax or penalty under Code Section 4975 or ERISA Section 502(i)executed non-competition agreement. (D) Neither Seller nor any of its Affiliates has incurred any Liability under Title IV of ERISA that has or could, after the Effective Date, become a Lien upon any of the Purchased Assets pursuant to ERISA Section 4068. (E) Neither Seller nor any of its Affiliates is or has ever been required to contribute to any “multiemployer plan,” as such term is defined in Section 4001(a)(3) of ERISA, in which any employees of Seller in connection with the Business participate. (F) Except as set forth in Schedule 6.15(F), no Employee Benefit Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees for period extending beyond their retirement or other termination of service, other than (i) coverage mandated by applicable law, or (ii) death benefits under any pension plan. (G) For the purposes of this Section 6.15, Seller shall include all trades or business under common control with Seller as provided in the regulations under Code Section 414(c).

Employees and Compensation. (Ai) Shown Except as set forth on Schedule 6.15(APart 3.1(l) of the Disclosure Schedule, no Acquired Company is or, since the Look-Back Date, has been, subject to any material labor dispute, labor-related arbitration, labor-related lawsuit or labor-related administrative proceeding, no such labor dispute, labor-related arbitration, labor-related lawsuit or labor-related administrative proceeding is pending, and, to the Knowledge of the Company, none is threatened by any Governmental Entity, and none is threatened in writing by any Person other than any Governmental Entity. None of the Acquired Companies’ employees are represented by any labor union nor are any collective bargaining agreements otherwise in effect with respect to such employees in connection with their employment by any of the Acquired Companies and no union organizing activities involving such employees are pending or, to the Knowledge of the Company, threatened. (ii) The Company has made available to Buyer a true and correct list of the name name, state of each employeeresidence, sales agent or other Persontitle, separately identified as to part-time or full-time, who is currently employed in the Business by Seller, together with each Person’s job classificationemployer, date of hire, hourly pay rate or annual salary, fixed bonuses, and current rate discretionary bonuses of compensation (each officer, employee or method for computing same). All employees independent contractor of Seller are “at will” employees whose employment may be terminated the Acquired Companies employed or engaged by Seller at any time, with or without notice or cause. (B) Schedule 6.15(B) hereto lists all compensation and benefit plans, contracts and arrangements maintained, sponsored or participated in by Seller or any of its Affiliates the Acquired Companies as of October 7, 2018. The Company has also made available a list of each employee who has notified an Acquired Company in connection with the Business and in effect writing as of the date hereof includingthat he or she is not fully available to perform his or her duties as a result of disability leave or other leave and sets forth the basis of such leave and the anticipated date of return to full service. Except (A) as provided by law, without limitation, all pension (including all such employee pension benefit plans B) as defined in Section 3(2set forth on Part 3.1(l) of ERISAthe Disclosure Schedule or (C) pursuant to a contract, agreement, or plan made available pursuant to clause 3.1(l)(ii), profit-sharingthe employment or engagement, savings as applicable, of each officer or employee of the Acquired Companies is “at will” and thrift, fringe benefit, bonus, incentive or deferred compensation, may be terminated without any severance pay and medical and life insurance plans and employee welfare plans as defined in Section 3(1) liability of ERISA that are sponsored by Seller or any of its Affiliates and in which any employees of Seller participate (collectively, “Employee Benefit Plans”)the Acquired Companies. (C) As to Employee Benefit Plans sponsored by Seller or its Affiliates that are “employee pension benefit plans” as defined in Section 3(2) of ERISA, such plans sponsored by Seller or its Affiliates are tax qualified under Section 401(a) of the Code, are not currently under examination by, nor are any matters pending before, the Internal Revenue Service, the Employee Benefits Security Administration or any quasi-government agency, are not subject to any claim, suit or arbitration (other than routine claims for benefits), are not subject to the minimum funding standards of Code Section 412, are in compliance with and have been administered in accordance with their terms and in compliance with all applicable requirements of law, including, but not limited to, the Code and ERISA, and there have been no prohibited transactions as defined in Code Section 4975 or ERISA Section 406 with respect to such plans that could subject Seller or its Affiliates to a tax or penalty under Code Section 4975 or ERISA Section 502(i). (D) Neither Seller nor any of its Affiliates has incurred any Liability under Title IV of ERISA that has or could, after the Effective Date, become a Lien upon any of the Purchased Assets pursuant to ERISA Section 4068. (E) Neither Seller nor any of its Affiliates is or has ever been required to contribute to any “multiemployer plan,” as such term is defined in Section 4001(a)(3) of ERISA, in which any employees of Seller in connection with the Business participate. (Fiii) Except as set forth in Schedule 6.15(F)on Part 3.1(l)(iii) of the Disclosure Schedule, no Employee Benefit Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for none of the Acquired Companies have misclassified any employees for period extending beyond their retirement or other termination of service, other than (i) coverage mandated by the Acquired Companies as independent contractors pursuant to the applicable law, or (ii) death benefits under any pension planUnited States Department of Labor’s and Internal Revenue Service’s regulations. (Giv) For the purposes of this Section 6.15No Acquired Company is delinquent in payments to any employees or independent contractors for any wages, Seller shall include all trades salaries, bonuses, benefits or business under common control with Seller other compensation for services performed by them or any amounts required to be paid any employee or independent contractor for any post-employment or post-engagement obligations, except as provided would not, individually or in the regulations aggregate, reasonably be expected to have a Material Adverse Effect. (v) Each Acquired Company is and has been, since the Look-Back Date, in compliance with its obligations pursuant to the Worker Adjustment Retraining and Notification Act, 29 U.S.C. § 2101 et seq. (as amended from time to time, “WARN” and, collectively with any similar state or local law, the “WARN Acts”) and with all other notification obligations arising under Code Section 414(c)any statute or otherwise, in each case to the extent affecting, in whole or in part, any site of employment, facility, operating unit or employee of the Acquired Companies. Since the Look-Back Date, the Acquired Companies have not engaged in any transaction or engaged in layoffs, terminations or relocations sufficient in number to trigger any WARN Act obligation. To the Company’s Knowledge, no former employees of the Acquired Companies have suffered an “employment loss” (as defined in WARN) in the ninety (90) days prior to the date hereof.

Employees and Compensation. (Aa) Shown Except as described on Schedule 6.15(A3.17(a) hereto, (i) no employee whose duties are primarily related to the Contributed Schein Vet Business are represented by any union, (ii) there is a list no labor strike, slowdown, stoppage, labor dispute or organizational effort pending or to the knowledge of the name of each employeeHSI, sales agent or other Person, separately identified as to part-time or full-time, who is currently employed in the Business by Seller, together with each Person’s job classification, date of hire, and current rate of compensation (or method for computing same). All employees of Seller are “at will” employees whose employment may be terminated by Seller at any time, with or without notice or cause. (B) Schedule 6.15(B) hereto lists all compensation and benefit plans, contracts and arrangements maintained, sponsored or participated in by Seller threatened against HSI or any of its Affiliates Subsidiaries in connection respect of the Contributed Schein Vet Business, and (iii) during the past two (2) years, no labor strike, slowdown, stoppage, labor dispute or organizational effort has occurred in respect of the Contributed Schein Vet Business. HSI and its Subsidiaries as they relate to the Contributed Schein Vet Business are not a party to or bound by any collective bargaining agreement. There has been no unfair labor practice within the meaning of the National Labor Relations Act with respect to HSI and its Subsidiaries as they relate to the Contributed Schein Vet Business. HSI and its Subsidiaries as they relate to the Contributed Schein Vet Business are in compliance with all Applicable Laws relating to employment and employment practices, workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining and the WARN Act. Except as set forth on Schedule 3.17(a), there have been no claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer, director, stockholder, consultant or other service provider of HSI and its Subsidiaries whose duties are primarily related to the Contributed Schein Vet Business at any time during the past four (4) years and, to the knowledge of HSI, no facts exist that could reasonably be expected to give rise to such claims or actions. To HSI’s knowledge, no employees or consultants of HSI and its Subsidiaries whose duties primarily relate to the Contributed Schein Vet Business (“Schein Business Employees”) are in effect any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Contributed Schein Vet Business because of the nature of the business conducted or presently proposed to be conducted or to the use of trade secrets or proprietary information of others. (b) Schedule 3.17(b) sets forth as of the date hereof including(i) the name, without limitation, all pension title and current total annual cash compensation of each employee or consultant whose duties are primarily related to the Contributed Schein Vet Business and whose current or committed annual rate of cash compensation (including bonuses and commissions) exceeds $100,000, (ii) all wage and salary increases, bonuses and increases in any other direct or indirect cash compensation received by such employee pension benefit plans as defined in Section 3(2Persons whose current or committed annual rate of cash compensation (including bonuses and commissions) of ERISAexceeds $100,000 since September 26, 2009 (other than those applicable to employees generally), profit-sharingand (iii) any payments or commitments to pay any severance or termination pay to any such Persons whose current or committed annual rate of cash compensation (including bonuses and commissions) exceeds $100,000. HSI has provided or shall provide prior to the Closing, savings a list of the permanent employees as of the date hereof whose duties are primarily related to the Contributed Schein Vet Business, it being understood that such schedule is being furnished for informational purposes only and thrift, fringe benefit, bonus, incentive or deferred compensation, severance pay and medical and life insurance plans and employee welfare plans as defined no Xxxxxx Holding Member may assert any claims against HSI in Section 3(1) of ERISA that are sponsored by Seller or any of its Affiliates and in which any employees of Seller participate (collectively, “Employee Benefit Plans”)respect thereof. (Cc) As to Employee Benefit Plans sponsored by Seller or its Affiliates that are “employee pension benefit plans” as defined in Section 3(2) True and correct copies of ERISA, such plans sponsored by Seller or its Affiliates are tax qualified under Section 401(a) each of the Code, are not currently under examination by, nor are any matters pending before, the Internal Revenue Service, the Employee Benefits Security Administration or any quasiContributed Schein Vet Business’s forms of non-government agency, are not subject to any claim, suit or arbitration (other than routine claims competition agreements for benefits), are not subject to the minimum funding standards of Code Section 412, are in compliance with and have been administered in accordance with their terms and in compliance with all applicable requirements of law, including, but not limited to, the Code and ERISA, and there have been no prohibited transactions as defined in Code Section 4975 or ERISA Section 406 with respect to such plans that could subject Seller or its Affiliates to a tax or penalty under Code Section 4975 or ERISA Section 502(i). (D) Neither Seller nor any of its Affiliates has incurred any Liability under Title IV of ERISA that has or could, after the Effective Date, become a Lien upon any each of the Purchased Assets pursuant employees are attached to ERISA Section 4068Schedule 3.17(c). Schedule 3.17(c) sets forth a complete list of all employees and consultants of the Contributed Schein Vet Business who have executed a non-competition agreement and, if applicable, any variances from a disclosed form non-competition agreement reflected in such executed non-competition agreement. (E) Neither Seller nor any of its Affiliates is or has ever been required to contribute to any “multiemployer plan,” as such term is defined in Section 4001(a)(3) of ERISA, in which any employees of Seller in connection with the Business participate. (F) Except as set forth in Schedule 6.15(F), no Employee Benefit Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees for period extending beyond their retirement or other termination of service, other than (i) coverage mandated by applicable law, or (ii) death benefits under any pension plan. (G) For the purposes of this Section 6.15, Seller shall include all trades or business under common control with Seller as provided in the regulations under Code Section 414(c).