Common use of Employees and Employee Benefit Plans Clause in Contracts

Employees and Employee Benefit Plans. Parent has in its Parent SEC Documents described, or filed as an exhibit, all of the following types of documents, agreements, plans or arrangements that are required by federal securities laws to be described in, or filed as an exhibit to, forms filed with the SEC: material “employee benefit plans,” as defined in Section 3(3) of ERISA, employment, severance or similar Contracts and other plans or arrangements (written or oral) providing for compensation, bonuses, commission, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance programs, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits, change of control payments, post-employment or retirement benefits and other time-off benefits (including compensation, pension, health, medical or life insurance benefits) which are maintained, administered or contributed to by Parent or any ERISA Affiliate and covers any employee or former employee of Parent, or with respect to which Parent has any liability (the “Parent Benefit Plans”). Parent and its Subsidiaries are in material compliance with all Applicable Laws relating to labor, employment, fair employment practices, terms and conditions of employment, and wages and hours, and with the terms of the Parent Benefit Plans; and each such Parent Benefit Plan is in compliance with all applicable requirements of ERISA, except, in each case, where the failure to comply would not reasonably be expected to have a Parent Material Adverse Effect. To Parent’s Knowledge, none of Parent’s or its Subsidiaries’ executive officers are obligated under any Contract or other agreement, or subject to any judgment, decree or order of any Governmental Authority, that would interfere with the use of his or her employment obligations to Parent or its Subsidiaries or that would conflict with Parent’s and its Subsidiaries’ business as now conducted or proposed to be conducted, except for such Contracts and other agreements, judgments, decrees and orders that would not reasonably be expected have a Parent Material Adverse Effect.

Employees and Employee Benefit Plans. Parent has in its Parent SEC Documents described, or filed as an exhibit, all (a) Section 4.16(a) of the following types of documents, agreements, plans or arrangements that are required by federal securities laws to be described in, or filed as an exhibit to, forms filed with the SEC: material Company Disclosure Schedule contains a correct and complete list identifying each “employee benefit plansplan,” as defined in Section 3(3) of ERISA, each employment, severance change of control, individual consulting, severance, vacation, or similar Contracts Contract, plan or policy and each other plans plan or arrangements arrangement (written or oral) providing for compensation, bonuses, commission, profit-sharing, stock purchase, stock option or other stock related rights or other forms of incentive or deferred compensation, tax gross-up, relocation, employee loan, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance programsprogram, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits, change of control payments, post-employment benefits and postemployment or retirement benefits and other time-off benefits (including compensation, pension, health, medical or life insurance benefits) or other form of benefits, which are is maintained, administered or contributed to or required to be contributed to by Parent the Company or any ERISA Affiliate of the Company and covers any employee current or former employee employee, director or individual independent contractor of Parentthe Company or any of its Subsidiaries, or with respect to which Parent the Company or any of its Subsidiaries has any liability liability, contingent or otherwise (such plans are referred to collectively herein as the “Parent Benefit Employee Plans”). Section 4.16(a) of the Company Disclosure Schedules separately identifies each Employee Plan maintained outside of the United States substantially for the benefit of current and former directors, employees and individual independent contractors who are situated outside of the United States (each, a “Foreign Plan”). True, correct and complete copies of the Employee Plans (and, if applicable, any related trust or funding agreements or insurance policies) and all amendments thereto and written interpretations thereof have been furnished to Parent together with the most recent (i) summary plan descriptions, (ii) annual report (Form 5500 including, if applicable, Schedule B thereto) and its Subsidiaries are the most recent actuarial report, if any, (iii) Internal Revenue Service determination letter, (iv) tax return (Form 990) prepared in material compliance connection with any such plan or trust, and (v) written descriptions of all Applicable Laws non-written agreements relating to labor, employment, fair employment practices, terms and conditions of employment, and wages and hours, and with the terms of the Parent Benefit Employee Plans; and each such Parent Benefit Plan is in compliance with all applicable requirements of ERISA, except, in each case, where the failure to comply would not reasonably be expected to have a Parent Material Adverse Effect. To Parent’s Knowledge, none of Parent’s or its Subsidiaries’ executive officers are obligated under any Contract or other agreement, or subject to any judgment, decree or order of any Governmental Authority, that would interfere with the use of his or her employment obligations to Parent or its Subsidiaries or that would conflict with Parent’s and its Subsidiaries’ business as now conducted or proposed to be conducted, except for such Contracts and other agreements, judgments, decrees and orders that would not reasonably be expected have a Parent Material Adverse Effectonly if applicable.

Employees and Employee Benefit Plans. Parent has in its Parent SEC Documents described, or filed as an exhibit, Schedule 3.13(a) hereto contains a true and complete list of all of the following types current employees of documents, agreements, plans or arrangements that Fremont who are required by federal securities laws to be described in, or filed as an exhibit to, forms filed involved with the SEC: material “employee benefit plansBusiness ("Business Employees") (excluding, as "Excluded Employees,” " those such employees identified on Schedule 3.13(a) hereto as defined in Section 3(3) contemplated by Fremont for termination prior to the commencement of ERISA, employment, severance or similar Contracts and other plans or arrangements (written or oral) providing for compensation, bonuses, commission, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance programs, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits, change of control payments, post-employment or retirement benefits and other time-off benefits (including compensation, pension, health, medical or life insurance benefits) which are maintained, administered or contributed to by Parent or any ERISA Affiliate and covers any employee or former employee of Parent, or negotiations with respect to the transactions contemplated by this Agreement), including each such Business Employee's title, job description (including classification), hire date and current annual salary and most recent annual (or other) bonus or incentive compensation awarded. Schedule 3.13(b) hereto contains a true and complete list of each employee benefit plan, practice, agreement, policy and arrangement maintained, or contributed to, by Fremont and which Parent has provides benefits, payments or compensation for any liability Business Employee (the “Parent Benefit "Plans”"). Parent Fremont has provided to Employers Insurance copies of all Plans and its Subsidiaries are in all material compliance with all Applicable Laws relating to labor, employment, fair employment practices, terms and conditions of employment, and wages and hours, and with the terms of the Parent Benefit Plans; and each such Parent Benefit documents related thereto. Each Plan is being maintained in substantial compliance with all applicable laws and pursuant to the terms thereof. Neither Fremont nor any entity required to be aggregated therewith pursuant to the requirements of Section 414(b) or (c) of the Code and/or Section 4001(b) of ERISA contributes to, or has in the last six years contributed to, or has an obligation to contribute to a multiemployer plan (as that term is defined in Section 4001(a) of ERISA), exceptor has incurred, in each case, where the failure to comply would not or could reasonably be expected to have incur, any liability under Title IV of ERISA (other than for the payment of Pension Benefit Guaranty Corporation premiums payable in the ordinary course) and/or any accumulated funding deficiency under the minimum funding requirements of Section 412 of the Code. Schedule 3.13(c) hereto contains a Parent Material Adverse Effect. To Parent’s Knowledgetrue and complete list of each plan, none of Parent’s or its Subsidiaries’ executive officers are obligated under any Contract or other practice, agreement, or subject policy and arrangement which provides for severance, termination and/or outplacement benefits and/or payments for any Business Employee ("Severance Plans"). Fremont has provided to Employers Insurance a true and complete copy of each of the Severance Plans. Except as set forth on Schedule 3.13(c) hereto, during the 12-month period immediately preceding the date of this Agreement, no material modifications have been made to any judgmentof the Severance Plans. Each Plan intending to be qualified under Section 401(a) of the Code meets the requirements of 401(a), decree or order has received a favorable determination letter from the Internal Revenue Service to such effect and Fremont is not aware of any Governmental Authorityfacts or circumstances that could result in the revocation of such determination letter. Except for COBRA, that would interfere with the use of his or her employment obligations to Parent or its Subsidiaries or that would conflict with Parent’s and its Subsidiaries’ business as now conducted or proposed Plans intended to be conductedqualified under Section 401(a) of the Code, except for such Contracts and other agreements, judgments, decrees and orders that would not reasonably be expected have a Parent Material Adverse Effectno Plans provide benefits to employees or former employees following their termination of employment.

Employees and Employee Benefit Plans. Parent has (a) A list of all Business Employees as of the date hereof is set forth on Schedule 1.1 of the Disclosure Schedules, which list shall be updated as of five Business Days prior to the Closing to reflect changes to the Business Employees consistent with this Agreement (provided, that any such changes shall be limited to terminations of employment by a Business Employee and hiring of any additional Business Employee to replace any Business Employee in accordance with this Agreement, and other changes permitted by this Agreement), and which list sets forth for each Business Employee their: (i) name; (ii) job title; (iii) work location; (iv) current annual salary or hourly wage rate (as applicable); (v) hire date; (vi) target bonus, commissions, and other incentive compensation; (vii) accrued but unused vacation or paid time off balance; (viii) active or inactive status, if applicable (including type of leave and expected return date); (ix) exempt or non-exempt classification; (x) visa status (including type of visa and sponsoring entity); (xi) employing entity; and (xii) union status. The Business Employees set forth on Schedule 1.1 of the Disclosure Schedule currently have exclusively or primarily provided services to the Company Entities, and other than the Business Employees, there are no individuals employed by the Seller, any of its Parent SEC Documents describedAffiliates, or filed the Company Entities who exclusively or primarily provide services to the Company Entities. Except as an exhibit, all disclosed on Schedule 4.10(a) of the following types of documentsDisclosure Schedules: (A) Seller and its Affiliates, agreements, plans or arrangements that are required by federal securities laws to be described in, or filed as an exhibit to, forms filed with the SEC: material “employee benefit plans,” as defined in Section 3(3) of ERISA, employment, severance or similar Contracts and other plans or arrangements (written or oral) providing for compensation, bonuses, commission, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance programs, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits, change of control payments, post-employment or retirement benefits and other time-off benefits (including compensation, pension, health, medical or life insurance benefits) which are maintained, administered or contributed to by Parent or any ERISA Affiliate and covers any employee or former employee of Parent, or with respect to which Parent has the business of the Company Entities and the Business Employees, and the Company Entities are neither party to, nor bound by, any liability Labor Agreement or bargaining relationship with any labor union, works council, labor organization or employee representative; (B) no Business Employee is represented by a labor union, works council, employee representative or labor organization; and (C) there is no collective bargaining agreement or other Contract with a labor union, works council, employee representative or labor organization covering any Business Employee. There are no pending or, to the “Parent Benefit Plans”). Parent Knowledge of the Seller, threatened Actions concerning actual or alleged violations of labor or employment Laws against Seller and its Subsidiaries are in material compliance Affiliates, with all Applicable Laws relating respect to labor, employment, fair employment practices, terms and conditions of employment, and wages and hours, and with the terms business of the Parent Benefit Plans; Company Entities and each such Parent Benefit Plan is in compliance with all applicable requirements of ERISA, except, in each case, where the failure to comply would not reasonably be expected to have a Parent Material Adverse Effect. To Parent’s Knowledge, none of Parent’s or its Subsidiaries’ executive officers are obligated under any Contract or other agreementBusiness Employees, or subject to any judgment, decree or order of any Governmental Authority, that would interfere with against the use of his or her employment obligations to Parent or its Subsidiaries or that would conflict with Parent’s and its Subsidiaries’ business as now conducted or proposed to be conducted, except for such Contracts and other agreements, judgments, decrees and orders that would not reasonably be expected have a Parent Material Adverse EffectCompany Entities.

Employees and Employee Benefit Plans. Parent has in its Parent SEC Documents described, or filed as an exhibit, all (a) Section 4.11(a) of the following types Company Disclosure Letter sets forth a complete and correct list of documentseach material Company Benefit Plan (including, agreementsto the extent applicable, plans any Company Benefit Plan maintained outside of the United States or arrangements that are required by federal securities laws to be described in, which provides compensation or filed as an exhibit to, forms filed with benefits primarily for the SEC: material “employee benefit plans,” as defined in Section 3(3) of ERISA, employment, severance or similar Contracts and other plans or arrangements (written or oral) providing for compensation, bonuses, commission, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance programs, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits, change of control payments, post-employment or retirement benefits and other time-off benefits (including compensation, pension, health, medical or life insurance benefits) which are maintained, administered or contributed to by Parent or any ERISA Affiliate and covers any employee or former employee of the Company or any of its Subsidiaries who primarily resides outside the United States (each, a “Foreign Plan”)). With respect to each material Company Benefit Plan, a true, correct and complete copy of each of the following documents, and all amendments and modifications to such documents, has been made available to Parent: (i) the written document evidencing such Company Benefit Plan or, or with respect to which Parent has any liability such plan that is not in writing, a written description of the material terms thereof, and all amendments, modifications or material supplements to such Company Benefit Plan, (ii) the annual report (Form 5500), if any, filed with the U.S. Internal Revenue Service (“Parent Benefit PlansIRS”). Parent and its Subsidiaries are in material compliance with all Applicable Laws ) for the last plan year, (iii) the most recently received IRS determination letter or opinion letter, if any, relating to laborsuch Company Benefit Plan, employment(iv) the most recent actuarial report and/or financial statement, fair employment practicesif any, terms relating to such Company Benefit Plan, (v) the most recent summary plan description and conditions any summaries of employmentmaterial modification relating to such Company Benefit Plan, and wages (vi) any related insurance, trust and hours, administration agreements. Except as has not had and with the terms of the Parent Benefit Plans; and each such Parent Benefit Plan is in compliance with all applicable requirements of ERISA, except, in each case, where the failure to comply would not reasonably be expected to have have, individually or in the aggregate, a Parent Company Material Adverse Effect. To Parent’s Knowledge: (w) all Company Benefit Plans comply and have been established, none maintained, funded, operated, and administered in accordance with their terms and the requirements of Parent’s all Laws applicable thereto (including ss1-99A Xxxxxxxx Xxx 0000 applicable from time to time); (x) there are no actions, audits, investigations, suits or its Subsidiaries’ executive officers are obligated under claims (other than routine claims for benefits) pending or, to the Knowledge of the Company, threatened, involving any Contract Company Benefit Plan; (y) there have been no non-exempt “prohibited transactions” within the meaning of Section 4975 of the Code or other agreement, Section 406 or subject 407 of ERISA with respect to any judgmentCompany Benefit Plan, decree the Company or order any of its Subsidiaries or, to the Knowledge of the Company, any Governmental Authorityother “fiduciary” with respect to a Company Benefit Plan, and (z) no event has occurred, and no conditions or circumstance exists, that would interfere with the use of his or her employment obligations to Parent or its Subsidiaries or that would conflict with Parent’s and its Subsidiaries’ business as now conducted or proposed to be conducted, except for such Contracts and other agreements, judgments, decrees and orders that would not reasonably be expected have a Parent Material Adverse Effectto subject the Company, or any “group health plan” (as defined in Section 733(a)(1) of ERISA) to penalties or excise taxes under Sections 4980D, 4980H, or 4980I of the Code or any other provision of the Healthcare Reform Laws. Each Company Benefit Plan has been maintained and operated in documentary and operational compliance in all material respects with Section 409A of the Code or an available exemption therefrom.

Employees and Employee Benefit Plans. Parent has in its Parent SEC Documents described, or filed as an exhibit, all (a) Section 3.19(a) of the following types Company Disclosure Schedule sets forth with respect to each current employee of documents, agreements, plans or arrangements that are required by federal securities laws to be described in, or filed as an exhibit to, forms filed with each of the SEC: material “employee benefit plans,” as defined in Section 3(3) of ERISA, employment, severance or similar Contracts and other plans or arrangements (written or oral) providing for compensation, bonuses, commission, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, insurance Acquired Companies (including any self-insured arrangementsEmployee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, including disability, family, maternity or other leave, sick leave or on layoff status subject to recall): (i) the name of such employee and the date as of which such employee was originally hired by each of the Acquired Companies and whether the employee is on active or inactive status, (ii) such employees title (iii) annualized compensation as of the date of this Agreement (or as of the date of departure, if applicable), health or medical benefitsincluding base salary, vacation and/or paid time off accrual amounts, bonus and/or commission potential, severance pay potential and any other compensation forms; (iv) whether such employee assistance programs, is not fully available to perform the essential functions of its job because of a qualified disability or sick other leave benefitsand, workers’ if applicable, the type of leave (e.g. illness, workers compensation, supplemental unemployment benefitsfamily, severance benefits, change maternity or other leave protected by applicable Law) and anticipated date of control payments, post-employment or retirement benefits and other time-off benefits return to full service; (including compensation, pension, health, medical or life insurance benefitsv) which are maintainedentity employs the employee; (vi) the facility at which such employee is deemed to be located; (vii) each current Employee Plans in which such employee participates or is eligible to participate; (viii) any governmental authorization, administered permit or contributed to license that is held by Parent or such employee and that is used in connection with the any ERISA Affiliate and covers any employee or former employee of Parent, or the Acquired Companies business; (y) with respect to which Parent each of the Acquired Companies employees, whether each such employee has executed the respective Acquired Companies standard form nondisclosure, confidentiality and assignment of inventions agreement. None of the Acquired Companies has any outstanding liability (contingent or otherwise) and, to the Knowledge of the Company, there is no reasonable basis for any liability (the “Parent Benefit Plans”). Parent and its Subsidiaries are in material compliance with all Applicable Laws relating to labor, employment, fair employment practices, terms and conditions of employment, and wages and hours, and with the terms of the Parent Benefit Plans; and each such Parent Benefit Plan is in compliance with all applicable requirements of ERISA, except, in each case, where the failure to comply would not reasonably be expected to have a Parent Material Adverse Effect. To Parent’s Knowledge, none of Parent’s contingent or its Subsidiaries’ executive officers are obligated under any Contract or other agreement, or subject otherwise) related to any judgmentemployee whose employment with any Acquired Company has terminated since January 1, decree or order of any Governmental Authority, that would interfere with the use of his or her employment obligations to Parent or its Subsidiaries or that would conflict with Parent’s and its Subsidiaries’ business as now conducted or proposed to be conducted, except for such Contracts and other agreements, judgments, decrees and orders that would not reasonably be expected have a Parent Material Adverse Effect2007.

Employees and Employee Benefit Plans. Parent has in its Parent SEC Documents described, or filed as an exhibit, Schedule 4.11(a) hereto contains a true and complete list of all of the following types current employees of documents, agreements, plans or arrangements that are required by federal securities laws to be described in, or filed as an exhibit to, forms filed with the SEC: material “employee benefit plans,” as defined in Section 3(3) of ERISA, employment, severance or similar Contracts and other plans or arrangements (written or oral) providing for compensation, bonuses, commission, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance programs, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits, change of control payments, post-employment or retirement benefits and other time-off benefits (including compensation, pension, health, medical or life insurance benefits) which are maintained, administered or contributed to by Parent each Seller or any ERISA Seller's Affiliate who provides substantial services to the Business (excluding, as "Excluded Employees" (i) any such employees assigned to the corporate staff and covers any employee or former employee technology departments of Parent, or Parent and (ii) those such employees identified on Schedule 4.11(a) hereto as contemplated by Sellers for termination prior to the commencement of negotiations with respect to the transactions contemplated by this Agreement) ("Business Employees"), including each such Business Employee's title, job description (including classification), hire date and current annual salary and most recent annual (or other) bonus or incentive compensation awarded. Schedule 4.11(b) hereto contains a true and complete list of each employee benefit plan, practice, agreement, policy and arrangement maintained by any Seller or any Seller's Affiliate and which Parent has provides benefits, payments or compensation for any liability Business Employee (the “Parent Benefit "Plans”"). Parent and its Subsidiaries are in material compliance with all Applicable Laws relating to labor, employment, fair employment practices, terms and conditions of employment, and wages and hours, and with the terms of the Parent Benefit Plans; and each such Parent Benefit Each Plan is being maintained in substantial compliance with all applicable laws and pursuant to the terms thereof. No Seller or any entity required to be aggregated therewith pursuant to the requirements of ERISA, except, in each case, where Section 414(b) or (c) of the failure to comply would not Code and/or Section 4001(b) of ERISA has incurred or could reasonably be expected to have incur any material liability under Title IV of ERISA (other than for the payment of Pension Benefit Guaranty Corporation premiums payable in the ordinary course) and/or any accumulated funding deficiency under the minimum funding requirements of Section 412 of the Code. Schedule 4.11(c) hereto contains a Parent Material Adverse Effect. To Parent’s Knowledgetrue and complete list of each plan, none of Parent’s or its Subsidiaries’ executive officers are obligated under any Contract or other practice, agreement, or subject policy and arrangement which provides for severance, termination and/or outplacement benefits and/or payments for any Business Employee ("Severance Plans"). Sellers have provided to Purchaser a true and complete copy of each of the Severance Plans. Except as set forth on Schedule 4.11(c) hereto, during the 12-month period immediately preceding the Signing Date, no material modifications have been made to any judgment, decree or order of any Governmental Authority, that would interfere with the use of his or her employment obligations to Parent or its Subsidiaries or that would conflict with Parent’s and its Subsidiaries’ business as now conducted or proposed to be conducted, except for such Contracts and other agreements, judgments, decrees and orders that would not reasonably be expected have a Parent Material Adverse EffectSeverance Plans.

Employees and Employee Benefit Plans. Parent has in its Parent SEC Documents described, or filed as an exhibit, all (a) Section 4.16(a) of the following types of documents, agreements, plans or arrangements that are required by federal securities laws to be described in, or filed as an exhibit to, forms filed with the SEC: material Company Disclosure Schedule contains a correct and complete list identifying each “employee benefit plansplan,” as defined in Section 3(3) of ERISA, including, without limitation, (i) each multiemployer plan as defined in Section 4001(a)(3) of ERISA; (ii) each employment, severance consulting, severance, change-in-control or similar Contracts Contract; (iii) each collective bargaining or similar Contract; (iv) each plan or policy and each other plans plan or arrangements arrangement (written or oral) providing for compensation, bonuses, commission, profit-sharing, severance, change-in-control, retention, stock purchase, stock option or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, fringe benefits, insurance (including any self-insured arrangements), health or medical benefits, employee loan, employee assistance programsprogram, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits, change of control payments, benefits and post-employment or retirement benefits and other time-off benefits (including compensation, pension, health, medical or life insurance benefits) or other form of benefits, in each case, which are is maintained, administered administered, contributed to or required to be contributed to by Parent the Company or any ERISA Affiliate of the Company and covers any employee or former employee of Parentthe Company or any of its Subsidiaries, or with respect to which Parent the Company or any of its Subsidiaries has had or has any liability present or future liability, contingent or otherwise (such plans are referred to collectively herein as the “Parent Benefit Employee Plans”). Parent Section 4.16(a) of the Company Disclosure Schedule separately identifies each Employee Plan that is maintained on behalf of individuals residing or working outside of the United States (each such plan shall be referred to herein as a “Foreign Benefit Plan”). Copies of each Employee Plan (and, if applicable, the related trust agreements, funding agreements, insurance policies, audited financial statements and its Subsidiaries are in material compliance with actuarial valuation reports) and all Applicable Laws relating to labor, employment, fair employment practices, terms and conditions of employmentamendments thereto, and wages and hourswritten interpretations thereof (including summary plan descriptions, and if applicable), have been furnished to Parent together with the terms of the Parent Benefit Plans; most recent annual report (Form 5500 including, if applicable, Schedule B thereto) and each tax return (Form 990) prepared in connection with any such Parent Benefit Plan is in compliance with all applicable requirements of ERISA, except, in each case, where the failure to comply would not reasonably be expected to have a Parent Material Adverse Effect. To Parent’s Knowledge, none of Parent’s plan or its Subsidiaries’ executive officers are obligated under any Contract or other agreement, or subject to any judgment, decree or order of any Governmental Authority, that would interfere with the use of his or her employment obligations to Parent or its Subsidiaries or that would conflict with Parent’s and its Subsidiaries’ business as now conducted or proposed to be conducted, except for such Contracts and other agreements, judgments, decrees and orders that would not reasonably be expected have a Parent Material Adverse Effecttrust.