Common use of Employees and Employee Plans Clause in Contracts

Employees and Employee Plans. (a) Data Labs has set forth on ---------------------------- SCHEDULE 3.23 all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance insurance (including any self-insured or post-retirement arrangements), disability, vacation, profit-sharing and other similar employee benefit plans, arrangements, policies or agreements, and all unexpired employment and severance agreements, written or otherwise, for the benefit of, or relating to, any current or former employee of Data Labs or any trade or business (whether or not incorporated) which, together with Data Labs would be treated as a single employer under Section 414 of the Code (an "ERISA AFFILIATE"), (together, the "DATA LABS EMPLOYEE PLANS"). (b) With respect to each Data Labs Employee Plan, Data Labs has made available to Yurie, a true and correct copy of (i) the most recent annual report (Form 5500), if applicable, filed with the Internal Revenue Service ("IRS"), (ii) such Data Labs Employee Plan, (iii) each trust agreement and group annuity contract, if any, relating to such Data Labs Employee Plan, (iv) the most recent actuarial report or valuation, if any, relating to a Data Labs Employee Plan and (v) an accurate summary plan description of such Data Labs Employee Plan. (c) With respect to the Data Labs Employee Plans, individually and in the aggregate, to Data Labs' knowledge, no event has occurred and there exists no condition or set of circumstances which could subject Data Labs to any liability under ERISA, the Code or any other applicable law that may have a Material Adverse Effect on Data Labs. (d) Each Data Labs Employee Plan which is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust forming a part thereof has been determined by the Internal Revenue Service to be exempt from tax pursuant to Section 501(a) of the Code. Data Labs has furnished to Yurie copies of the most recent Internal Revenue Service determination letters with respect to each such plan and, except as otherwise disclosed in Schedule 3.23, no such Data Labs Employee Plan has been amended since the date of such determination letters. (e) Each Data Labs Employee Plan has been maintained in material compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to such Data Labs Employee Plan. (f) Neither Data Labs nor any of its ERISA affiliates maintains or has ever maintained or contributed to any "multiemployer plan" (as that term is defined in Section 3(37) of ERISA) or any plan subject to Title IV of ERISA. No "prohibited transaction" (as that term is defined in Section 406 of ERISA or Section 4975 of the Code) has occurred with respect to any Data Labs Employee Plan. There is no contract, agreement, plan or arrangement covering any employee or former employee of Data Labs or any of its ERISA affiliates that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Code. No tax under Section 4980B of the Code has been incurred with respect to any Data Labs Employee Plan that is a group health plan, as defined in Section 5000(b)(1) of the Code. With respect to the employees and former employees of Data Labs or any of its ERISA affiliates, there are no employee post-retirement medical or health plans in effect, except as required by Section 4980B of the Code. (g) With respect to the Data Labs Employee Plans, individually and in the aggregate, there are no funded benefit obligations for which contributions have not been made or properly accrued and there are no unfunded benefit obligations which have not been accounted for by reserves, or otherwise properly footnoted in accordance with generally accepted accounting principles, on the financial statements of Data Labs, which obligations in the aggregate may have a Material Adverse Effect on Data Labs. (h) Except as set forth on SCHEDULE 3.23, Data Labs is not a party to any oral or written (i) agreement with any officer or any other key employee of Data Labs, the benefits of which are contingent, or the terms of which are altered, upon the occurrence of a transaction involving Data Labs of the nature contemplated by this Agreement, (ii) agreement with any officer of Data Labs providing any term of employment or compensation guarantee extending for a period longer than one year from the date hereof or for the payment of compensation in excess of $80,000 per annum, or (iii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement.

Employees and Employee Plans. (a) Data Labs has set forth on ---------------------------- SCHEDULE 3.23 all Section 3.18(a) of the Company Disclosure Schedule contains a correct and complete list identifying each “employee pension benefit plans plan” (as defined in Section 3(33(2) of the Employee Retirement Income Security Act ERISA) (whether or not subject to ERISA), each “employee welfare benefit plan” (as defined in Section 3(1) of 1974, as amended ERISA) ("whether or not subject to ERISA")) and all bonuseach other material employee benefit plan, program, agreement (other than employment or other service agreements entered into in the ordinary course of business with physicians (i) which provide for annual compensation of less than $175,000 or (ii) which may be terminated by the Company or its Subsidiaries without any material liability to it or its Subsidiaries under any such agreement), arrangement, policy, practice, Contract, fund or commitment providing for pension, severance, profit-sharing, service fees, bonuses, retention, stock optionownership, stock purchaseoptions, incentivestock appreciation, stock purchase or other stock-related benefits, incentive or deferred compensation, supplemental retirementvacation benefits, severance life or other insurance (including any self-insured arrangements), health or medical benefits, dental benefits, employee assistance programs, salary continuation, unemployment benefits, disability or sick leave benefits, workers’ compensation benefits, relocation or post-employment or retirement arrangements)benefits (including compensation, disabilitypension, vacationhealth, profit-sharing medical and life insurance benefits) or other similar form of employee benefit plansbenefits which is maintained, arrangementsadministered, policies participated in or agreements, and all unexpired employment and severance agreements, written contributed to by the Company or otherwise, for any ERISA Affiliate of the benefit ofCompany, or relating to, any current or former employee of Data Labs with respect to which the Company or any trade of its Subsidiaries has or business would reasonably be expected to have any material liability (whether or not incorporated) which, together with Data Labs would be treated as a single employer under Section 414 of the Code (an "ERISA AFFILIATE"), (togethercollectively, the "DATA LABS EMPLOYEE PLANS"“Employee Plans”). (b) With respect to each Data Labs Employee Plan, Data Labs The Company has made available to Yurie, a Parent true and correct copy complete copies of (i) each Employee Plan (or, if appropriate, a form thereof), including any amendments thereto and in the case of unwritten Employee Plans, written descriptions thereof; (ii) the most recent annual report (Form 5500)5500 series including, if applicable, filed with the Internal Revenue Service ("IRS"Schedule B thereto), and the most recent actuarial valuation (ii) such Data Labs Employee Plan, if applicable); (iii) the most recent non-discrimination testing results with respect to each trust agreement and group annuity contract, Employee Plan (if any, relating to such Data Labs Employee Planapplicable), (iv) the most recent actuarial report IRS determination or valuationopinion letter received with respect to each Employee Plan, if any, relating to a Data Labs Employee Plan the extent applicable and (v) an accurate the most recent summary plan description of for each Employee Plan for which such Data Labs Employee Plansummary plan description is required. (c) With Neither the Company nor any ERISA Affiliate of the Company nor any predecessor thereof (i) sponsors, maintains, participates in, or contributes to, (ii) has since January 1, 2009 sponsored, maintained, participated in, or contributed to, or (iii) has or could reasonably be expected to incur any material liability that has not been satisfied with respect to, any plan subject to the Data Labs Employee Plans(A) Section 302 or Title IV of ERISA or Code Section 412, individually and in the aggregate, to Data Labs' knowledge, no event has occurred and there exists no condition or set of circumstances which could subject Data Labs to including any liability under ERISA, the Code “single employer” defined benefit plan or any other applicable law that may have a Material Adverse Effect on Data Labs“multiemployer plan” each as defined in Section 4001 of ERISA or (B) Section 413(c) of the Code, including any “multiple employer plan” as defined therein. (d) Each Data Labs Employee Plan which is intended to be qualified under Section 401(a) of the Code (i) has been determined by received a favorable determination letter or with respect to a prototype plan, can rely on an opinion letter from the Internal Revenue Service to be the prototype plan sponsor, to the effect that it is so qualified, and each trust forming a part thereof has been determined by to the Internal Revenue Service to be exempt from tax pursuant to Section 501(a) Knowledge of the Code. Data Labs Company, nothing has furnished to Yurie copies of the most recent Internal Revenue Service determination letters with respect to each such plan and, except as otherwise disclosed in Schedule 3.23, no such Data Labs Employee Plan has been amended occurred since the date of such letter that has or would reasonably be expected to adversely affect such qualification, or (ii) has pending or has time remaining in which to file, an application for such determination letters. (e) from the Internal Revenue Service or to obtain such an opinion letter, and to the Knowledge of the Company, there are no existing circumstances or any events that have occurred that could reasonably be expected to materially and adversely affect the qualified status of such Employee Plan. Each Data Labs Employee Plan has been been, in all material respects, maintained and administered in material compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulationsApplicable Law, including but not limited to ERISA and the Code, which are applicable to such Data Labs Employee Plan. All premiums, contributions or other payments required to have been made by Applicable Law or under the terms of any Employee Plan have been made, and all material reports, returns and similar documents required to be filed with any Governmental Authority have been timely filed. To the Knowledge of the Company, neither the Company nor its Subsidiaries is or reasonably could be subject to a material liability pursuant to Section 502 of ERISA. No events have occurred with respect to any Employee Plan that could result in material payment or assessment by or against the Company or any of its Subsidiaries of any excise taxes under Sections 4972, 4975, 4976, 4977, 4979, 4980B, 4980D, 4980E or 5000 of the Code. There are (1) no pending, or (2) to the Knowledge of the Company, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any Employee Plan or any trust related thereto which could reasonably be expected to result in any material liability to the Company or any of its Subsidiaries. There is (x) no Proceeding pending, (y) to the Knowledge of the Company, no investigation or inquiry pending or, (z) to the Knowledge of the Company, no Proceeding, investigation or inquiry threatened or anticipated, in each case by a Governmental Authority with respect to any Employee Plan. To the Knowledge of the Company, no “prohibited transactions” or “reportable events” (each term as defined in ERISA and the Code) have occurred with respect to any Employee Plan. (e) No Employee Plan is maintained for the benefit of Employees who are primarily located outside of the United States. (f) Neither Data Labs nor any of its ERISA affiliates maintains Except as contemplated by Section 1.05 or has ever maintained or contributed to any "multiemployer plan" (as that term is defined set forth in Section 3(373.18(f) of ERISA) or any plan subject to Title IV of ERISA. No "prohibited transaction" (as that term is defined in Section 406 of ERISA or Section 4975 of the Code) has occurred Company Disclosure Schedule, with respect to any Data Labs Employee Plan. There is no contract, agreement, plan or arrangement covering any employee each current or former employee Employee of Data Labs the Company or any of its ERISA affiliates Subsidiaries, the consummation of the transactions contemplated by this Agreement will not, either alone or together with any other event: (i) entitle any such Person to severance pay, bonus amounts, incentive plan payments, retirement benefits, job security benefits or any similar payments or benefits, (ii) trigger or accelerate the time of payment or funding (through a grantor trust or otherwise) of any compensation or benefits payable to any such Person, (iii) accelerate the vesting of any compensation or benefits of any such Person (including any stock options or other equity-based awards, any incentive compensation or any deferred compensation entitlement), (iv) trigger any other material obligation to any such Person, (v) result in the forgiveness of any indebtedness of any such Person, (vi) otherwise give rise to any material liability under any Employee Plan or (vii) limit or restrict the right, to the extent such right otherwise exists, to amend, terminate or transfer the asset of any Employee Plan on or following the Effective Time. Except as set forth in Section 3.18(f) of the Company Disclosure Schedule, there is no Contract or Employee Plan (written or otherwise) covering any Employee that, individually or collectively, could reasonably be expected to give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Code. No tax under Section 4980B of the Code has been incurred with respect to any Data Labs Employee Plan that is a group health plan, as defined in Section 5000(b)(1or 162(m) of the Code. With respect to the employees and former employees of Data Labs or any of its ERISA affiliates, there are no employee post-retirement medical or health plans in effect, except as required by Section 4980B of the Code. (g) With Except as set forth in Section 3.18(g) of the Company Disclosure Schedule, no Employee Plan provides for, and neither the Company nor any of its Subsidiaries has any material liability in respect of, post-retirement or post-termination of employment health, medical or life insurance benefits for retired, former or current Employees of the Company or its Subsidiaries or any of their dependents, and there has been no communication (whether written or oral) to any Person that would reasonably be expected to promise or guarantee any such material post-retirement or post-termination of employment medical, health or life insurance or other retiree welfare benefits, except in each case as may be required by Applicable Law, including the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). Each of the Employee Plans is in material compliance with, and the operation of each such Employee Plan will not result in the incurrence of any material penalty to any of the Company or its Subsidiaries under a good faith and reasonable interpretation of, the Patient Protection and Affordable Care Act and its companion xxxx, the Health Care and Education Reconciliation Act of 2010, to the Data Labs extent applicable. No Employee Plans, individually and in the aggregate, there are no Plan is a self-funded benefit obligations for which contributions have not been made or properly accrued and there are no unfunded benefit obligations which have not been accounted for by reserves, or otherwise properly footnoted in accordance with generally accepted accounting principles, on the financial statements of Data Labs, which obligations in the aggregate may have a Material Adverse Effect on Data Labsgroup health plan. (h) Each Employee Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code and any award thereunder, in each case that is subject to Section 409A of the Code, has been operated in compliance with a good faith interpretation of Section 409A of the Code and the regulations thereunder. Neither the Company nor any of its Subsidiaries has the contractual obligation to indemnify, hold harmless or gross-up any individual with respect to any tax, penalty or interest under Section 409A of the Code. (i) No condition exists that would prevent the Company from amending or terminating any Employee Plan without material liability, other than the obligation for ordinary benefits accrued prior to the termination of such plan. (j) Except as set forth on SCHEDULE 3.23in Section 3.18(j) of the Company Disclosure Schedule, Data Labs neither the Company nor any of its Subsidiaries has been since January 1, 2005 or is not a party to or subject to, or is currently negotiating in connection with entering into, any oral collective bargaining agreement or written other labor agreement with any union or labor organization, and to the Knowledge of the Company, there has not been any material activity, Proceeding, investigation, or inquiry of any labor organization or employees to organize any employees. In addition: (i) agreement with any officer there are no material unfair labor practice charges or complaints against Company or any of its Subsidiaries pending before the National Labor Relations Board; (ii) there are no labor strikes, material slowdowns or stoppages actually pending or to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iii) there are no representation claims or petitions pending before the National Labor Relations Board and to the Knowledge of the Company, there are no material questions concerning the representation of employees of the Company or its Subsidiaries by labor organizations; and (iv) there are no material grievances or pending Proceedings or, to the Knowledge of the Company, threatened Proceedings, or to the Knowledge of the Company, investigations or inquiries pending or threatened, against the Company or any of its Subsidiaries that arose out of or under any collective bargaining agreement. (k) Since January 1, 2011, neither the Company nor any of its Subsidiaries has effectuated (i) a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any of its Subsidiaries; (ii) a “mass layoff” (as defined in the WARN Act); or (iii) such other key employee transaction, layoff, reduction in force or employment terminations sufficient in number to trigger application of Data Labsany similar state or local law. (l) Except as set forth in Section 3.18(l) of the Company Disclosure Schedule, the benefits Company and its Subsidiaries are in compliance, in all material respects, with Applicable Law, collective bargaining agreements and arrangements, works councils, judgments or arbitration awards of which are contingentany court, arbitrator or the any Governmental Authority, extension orders and binding customs respecting labor and employment, including laws relating to employment practices, terms and conditions of which are alteredemployment, upon the occurrence of a transaction involving Data Labs discrimination, disability, fair labor standards, workers compensation, wrongful discharge, immigration, occupational safety and health, family and medical leave, wages and hours, and employee terminations. With respect to current or former employees, consultants, independent contractors or directors of the nature contemplated Company or any of its Subsidiaries (each, an “Employee”), the Company and its Subsidiaries: (i) have withheld and reported all material amounts required by this AgreementApplicable Law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) agreement are not liable for any material arrears of wages, severance pay or any material Taxes or any penalty for failure to comply with any officer of Data Labs providing any term of employment or compensation guarantee extending for a period longer than one year from the date hereof or for the payment of compensation in excess of $80,000 per annumforegoing, or and (iii) agreement are not liable for any material payment to any trust or planother fund governed by or maintained by or on behalf of any Governmental Authority, including with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no material actions pending or, to the Knowledge of the Company, threatened or reasonably anticipated, between the Company or any stock option planof its Subsidiaries and any of their Employees. There are no pending or, stock appreciation right planto the Knowledge of the Company, restricted stock plan threatened or stock purchase planreasonably anticipated material claims or actions against the Company, any of its Subsidiaries or any Company trustee under any worker’s compensation policy or long-term disability policy (other than routine claims made in the benefits ordinary course of which will be increasedbusiness consistent with past practice). (m) Neither the Company nor any of its Subsidiaries has any direct or indirect material liability as a result of any misclassification of any Person as an independent contractor, temporary employee or leased employee (each a “Contingent Worker”) and no Contingent Worker has been improperly excluded from any Employee Plan. (n) Each Company Stock Option (i) was granted pursuant to the vesting Stock Plan in compliance with Applicable Law and all of the benefits terms and conditions of the Stock Plan and related grant agreement pursuant to which will be acceleratedit was granted, (ii) has an exercise price per share of Company Common Stock equal to or greater than the fair market value of a share of Company Common Stock on the date of such grant and (iii) has a grant date which was approved by the occurrence of any of Company Board or a committee thereof no later than the transactions contemplated by this Agreement or grant date set forth in the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreementrelated grant agreement.

Employees and Employee Plans. Schedule 4.1(t) contains a true and complete list of (a) Data Labs has set forth all employees of Heat-N-Glo, together with a description of their respective job titles and responsibilities and annual compensation (including salaries, bonuses, consulting or directors' fees and incentive or deferred compensation) and listing any employees currently on ---------------------------- SCHEDULE 3.23 disability leave, (b) all "employee benefit plans plans" (as defined in within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all or any other bonus, stock option, stock appreciation, stock purchase, incentiveseverance, deferred compensationtermination, supplemental retirementlay-off, severance insurance (including any self-insured or post-retirement arrangements)leave of absence, disability, vacationworkers compensation, profitpension, profit sharing, retirement, vacation or holiday pay, insurance, deferred compensation or other employee or welfare benefit plan, agreement or arrangement of Heat-sharing and other similar employee benefit plansN-Glo, arrangementswhether formal or informal, policies applicable to Heat-N-Glo's past or agreements, and all unexpired employment and severance agreements, written or otherwise, for the benefit of, or relating to, any current or former employee of Data Labs or any trade or business present employees (whether or not incorporated) which, together with Data Labs would be treated as a single employer under Section 414 of the Code (an "ERISA AFFILIATE"), (togethercollectively, the "DATA LABS EMPLOYEE PLANSEmployee Plans"). ) and (c) employment Contracts to which Heat-N-Glo is a party. Heat-N-Glo has never previously maintained any plans, agreements or arrangements referred to in clause (b) With above with respect to each Data Labs which it has obligations ("Prior Employee Plans") other than the Employee Plans. Neither Heat-N-Glo nor any officers, directors, employees or agents of Heat-N-Glo have taken any action directly or indirectly to obligate Heat-N-Glo to institute any Employee Plan applicable to employees of the Business other than those Employee Plans set forth in Schedule 4.1(t), or to amend any such Employee Plan, Data Labs has made available to Yurie, a true and correct copy of (i) the most recent annual report (Form 5500. Except as set forth on Schedule 4.1(t), if applicable, filed with the Internal Revenue Service ("IRS"), (ii) such Data Labs all Employee Plan, (iii) each trust agreement and group annuity contract, if any, relating to such Data Labs Employee Plan, (iv) the most recent actuarial report or valuation, if any, relating to a Data Labs Employee Plan and (v) an accurate summary plan description of such Data Labs Employee Plan. (c) With respect to the Data Labs Employee Plans, individually and in the aggregate, to Data Labs' knowledge, no event has occurred and there exists no condition or set of circumstances which could subject Data Labs to any liability under ERISA, the Code or any other applicable law that may have a Material Adverse Effect on Data Labs. (d) Each Data Labs Employee Plan which is Plans intended to be qualified under Section plans (the "Qualified Plans") within the meaning of Sections 401(a) and 501(a) of the Code has have been determined by the Internal Revenue Service to be so qualified, qualified and each trust forming has received a part thereof has been determined by favorable determination letter covering the Internal Revenue Service to be exempt from tax pursuant to Section 501(a) Tax Reform Act of the Code1986. Data Labs has furnished to Yurie copies of the most recent Internal Revenue Service determination letters with respect to each such plan and, except as otherwise disclosed in Schedule 3.23, no such Data Labs Employee Plan has been amended since the date of such determination letters. (e) Each Data Labs Employee Plan has been maintained in material compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to such Data Labs Employee Plan. (f) Neither Data Labs nor any of its ERISA affiliates maintains or has ever maintained or contributed to any No "multiemployer planreportable event" (as that such term is defined in Section 3(374043(b) of ERISA) or any plan subject to Title IV of ERISA. No "prohibited transaction" (as that such term is defined in Section 406 of ERISA or and Section 4975(c) of the Code and respect to which an excise tax under Section 4975 of the CodeCode would be assessable) or any breach of duty imposed by Title I or ERISA has occurred with respect to any Data Labs Employee Plan or any Prior Employee Plan. There is no contractfact or circumstance which would adversely affect the Employee Plans' qualified status or compliance as described above. Heat-N-Glo has reserved all rights necessary to amend or terminate each of the Employee Plans. All insurance premiums required to be paid by Heat-N-Glo with respect to any Employee Plan, agreementand all benefits, expenses and other amounts due and payable by Heat-N-Glo under any Employee Plan, and all contributions, transfers or payments required to be made by Heat-N-Glo to any Employee Plan through or before the Closing Date have been paid, made or accrued as liabilities on the latest balance sheet included in the Financial Statements. All liabilities and obligations of Heat-N-Glo under its Equity Participation Plan and its Phantom Stock Plan are fully accrued on the Financial Statements. Each Employee Plan and Prior Employee Plan has been maintained, operated and administered in full compliance with its terms and in full compliance with all Laws, including without limitation, ERISA and the Code, of all Governmental Authorities, and all notices, reports and other filings required to be delivered or filed under applicable Laws. With respect to any insurance policy providing funding for benefits under any Employee Plan, there will be no liability of Heat-N-Glo in the nature of a retroactive rate adjustment arising wholly or partially out of events occurring prior to the Closing Date. Except as described on Schedule 4.1(t), no Employee Plan or Prior Employee Plan (i) is or at any time was funded through a "welfare benefit fund" as defined in Section 419(e) of the Code; (ii) is or at any time was subject to Title IV of ERISA; or (iii) is or at any time was a "multiemployer plan" within the meaning of Section 3(37) or Section 4001(a)(13) of ERISA, or Section 414(f) of the Code, or a "multiple employer plan" within the meaning of Section 413(c) of the Code. Each Employee Plan that is or at any time was subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code is and has always been in compliance with the requirements of such sections and has incurred no "accumulated funding deficiency" within the meaning of such sections. Except as described on Schedule 4.1(t), Heat-N-Glo is not and has never been under common control with any other trade or business within the meaning of Section 4001(b)(1) of ERISA, and Heat-N-Glo has never been treated, along with any other trade or business, as a single employer for purposes of Section 414(b), 414(c), 414(m), 414(n), or 414(o) of the Code. Each Employee Plan that is a group health plan is in compliance with and has at all times been in compliance with (i) the continuation coverage requirements of Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA, and (ii) the secondary payer requirements of Section 1862(b)(1) of the Social Security Act. No Employee Plan provides medical benefits beyond termination of service or arrangement retirement other than medical coverage mandated by law. No claim for medical expenses has been incurred that would result in payments under any Employee Plan or Prior Employee Plan in excess of $25,000. No facts or circumstances exist, no actions have been taken or omitted to be taken, nothing has occurred, and nothing will occur as a result of the execution and performance of this Agreement and the transactions contemplated hereby, such that Heat-N-Glo could be subject (directly or indirectly) to any material liability for any claims, judgments, damages, penalties, taxes (including excise taxes), assessments or similar items with respect to any of the Employee Plans or Prior Employee Plans covering any employee or former employee of Data Labs or any of its ERISA affiliates that, individually or collectively, could give rise to Heat-N-Glo (other than liability for benefit payments incurred in the payment normal operations of any amount that would not be deductible pursuant to the terms such plan), nor does Heat-N-Glo have any such liability. Heat-N-Glo has provided Heatilator with true, correct and complete copies of Section 280G each of the Code. No tax under Section 4980B of the Code has been incurred with respect employee benefit plans described on Schedule 4.1(t) and any trust agreements or other funding vehicles relating to any Data Labs Employee Plan that is a group health plan, as defined in Section 5000(b)(1) of the Code. With respect to the employees and former employees of Data Labs or any of its ERISA affiliates, there are no employee post-retirement medical or health plans in effect, except as required by Section 4980B of the Codesuch plans. (g) With respect to the Data Labs Employee Plans, individually and in the aggregate, there are no funded benefit obligations for which contributions have not been made or properly accrued and there are no unfunded benefit obligations which have not been accounted for by reserves, or otherwise properly footnoted in accordance with generally accepted accounting principles, on the financial statements of Data Labs, which obligations in the aggregate may have a Material Adverse Effect on Data Labs. (h) Except as set forth on SCHEDULE 3.23, Data Labs is not a party to any oral or written (i) agreement with any officer or any other key employee of Data Labs, the benefits of which are contingent, or the terms of which are altered, upon the occurrence of a transaction involving Data Labs of the nature contemplated by this Agreement, (ii) agreement with any officer of Data Labs providing any term of employment or compensation guarantee extending for a period longer than one year from the date hereof or for the payment of compensation in excess of $80,000 per annum, or (iii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement.

Employees and Employee Plans. (a) Data Labs Xxxxx Xxxxxx has set forth on ---------------------------- SCHEDULE 3.23 all employee benefit plans provided to Partner a schedule that sets forth, to the extent permitted by Applicable Law, each Xxxxx Xxxxxx Business Employee’s name, title, hire date, location, base salary or wage rate and bonus opportunity as of the date of this Agreement. Neither Xxxxx Xxxxxx nor any of its Affiliates has any current or contingent liability or obligation under or with respect to a “multiemployer plan” (as defined in Section 3(33(37) of the Employee Retirement Income Security Act ERISA) or a plan that is or was subject to Title IV of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance insurance (including any self-insured ERISA or post-retirement arrangements), disability, vacation, profit-sharing and other similar employee benefit plans, arrangements, policies or agreements, and all unexpired employment and severance agreements, written or otherwise, for the benefit of, or relating to, any current or former employee of Data Labs or any trade or business (whether or not incorporated) which, together with Data Labs would be treated as a single employer under Section 414 412 of the Code (an "ERISA AFFILIATE")Code, (together, in each case that would reasonably be expected to become a liability or obligation of the "DATA LABS EMPLOYEE PLANS")Company. (b) With respect to each Data Labs Employee Plan, Data Labs has made available to Yurie, a true and correct copy of (i) the most recent annual report (Form 5500), if applicable, filed with the Internal Revenue Service ("IRS"), (ii) such Data Labs Employee Plan, (iii) each trust agreement and group annuity contract, if any, relating to such Data Labs Employee Plan, (iv) the most recent actuarial report or valuation, if any, relating to a Data Labs Each Xxxxx Xxxxxx Employee Plan and (v) an accurate summary plan description of such Data Labs Employee Plan. (c) With respect to the Data Labs Employee Plans, individually and in the aggregate, to Data Labs' knowledge, no event has occurred and there exists no condition or set of circumstances which could subject Data Labs to any liability under ERISA, the Code or any other applicable law that may have a Material Adverse Effect on Data Labs. (d) Each Data Labs Employee Plan which is intended to be qualified under Section 401(a) of the Code has been determined by received a favorable determination or opinion letter from the Internal Revenue Service to be so qualified, and each trust forming (a part thereof copy of which has been determined by provided to Partner) or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired, and to Xxxxx Xxxxxx’ knowledge, no act or omission has occurred which would reasonably be expected to adversely affect such plan’s qualification. (c) With respect to the Xxxxx Xxxxxx Contributed Business, Xxxxx Xxxxxx has complied in all material respects with all employment-related contracts and policies to which it is a party or by which it is bound, except for instances of non-compliance that would not, individually or in the aggregate, be material to the Xxxxx Xxxxxx Contributed Business taken as a whole. Except as would not result in material liability, Xxxxx Xxxxxx has paid or appropriately accrued all wages, salaries, bonuses, commissions, wage premiums, fees and other compensation that has or will become due and payable to each employee and other service provider of the Xxxxx Xxxxxx Contributed Business and all payments, contributions or premiums required to be exempt from tax remitted or paid in respect of the Xxxxx Xxxxxx Employee Plans and in respect of employment insurance, employer health tax, workers’ compensation and Canada Pension Plan, pursuant to Section 501(aApplicable Law, contract, or employment policy. Xxxxx Xxxxxx is in material compliance with Applicable Law respecting employment and employment practices (including employment standards, labor relations, occupational health and safety, human rights, privacy, workers’ compensation, employment insurance, employer health tax and pay equity) and to the knowledge of the Code. Data Labs has furnished to Yurie copies of the most recent Internal Revenue Service determination letters Xxxxx Xxxxxx, there are no pending or threatened proceedings before any Governmental Authority with respect to each such plan andany of the foregoing. The Xxxxx Xxxxxx Contributed Business has no material liability or obligation under any Applicable Law arising out of the misclassification of any employee working as an employee, except consultant, independent contractor or temporary employee, as otherwise disclosed in Schedule 3.23applicable. (d) Neither Xxxxx Xxxxxx nor any of its Affiliates is a party to or subject to any collective bargaining agreement or employee association agreement or bargaining relationship that covers any Baker Hughes Business Employee. To the knowledge of Baker Hughes, no union organizing or decertification activities are underway or threatened with respect to the Baker Hughes Contributed Business and no such Data Labs Employee Plan activities have occurred in the past three years. There is no labor strike, slowdown, walkout, lockout, work stoppage or other material labor dispute pending or, to Baker Hughes’ knowledge, threatened against or affecting the Baker Hughes Contributed Business, and no such dispute has been amended since occurred in the date of such determination letterspast three years. (e) Each Data Labs Employee Plan With respect to the Baker Hughes Contributed Business, Baker Hughes has been maintained no outstanding material liability under the WARN Act concerning employee layoffs implemented in material compliance with its terms and the requirements prescribed last two years. No employee layoff, facility closures, or similar reduction in force is currently contemplated, planned or announced that could affect Baker Hughes Business Employees (for clarity, except as expressly provided by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to such Data Labs Employee PlanArticle 9). (f) Neither Data Labs nor any All Baker Hughes Employee Plans that are maintained on behalf of its ERISA affiliates maintains or has ever maintained or contributed to any "multiemployer plan" (as that term is defined in Section 3(37) of ERISA) or any plan subject to Title IV of ERISA. No "prohibited transaction" (as that term is defined in Section 406 of ERISA or Section 4975 workers located outside of the CodeUnited States: (i) has occurred have been established, registered (where required), maintained, funded, invested and administered in all material respects in compliance with respect to any Data Labs Employee Plan. There is no contract, agreement, plan or arrangement covering any employee or former employee of Data Labs or any of its ERISA affiliates that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the their terms of Section 280G of the Code. No tax under Section 4980B of the Code has been incurred with respect to any Data Labs Employee Plan that is a group health plan, as defined in Section 5000(b)(1) of the Code. With respect to the employees and former employees of Data Labs or any of its ERISA affiliates, there are no employee post-retirement medical or health plans in effect, except as required by Section 4980B of the Code. (g) With respect to the Data Labs Employee Plans, individually and in the aggregate, there are no funded benefit obligations for which contributions have not been made or properly accrued and there are no unfunded benefit obligations which have not been accounted for by reserves, or otherwise properly footnoted in accordance with generally accepted accounting principles, on the financial statements of Data Labs, which obligations in the aggregate may have a Material Adverse Effect on Data Labs. (h) Except as set forth on SCHEDULE 3.23, Data Labs is not a party to any oral or written (i) agreement with any officer or any other key employee of Data Labs, the benefits of which are contingent, or the terms of which are altered, upon the occurrence of a transaction involving Data Labs of the nature contemplated by this Agreement, Applicable Law; (ii) agreement with any officer of Data Labs providing any term of employment or compensation guarantee extending if they are intended to qualify for a period longer than one year from the date hereof or special tax treatment meet all requirements for the payment of compensation in excess of $80,000 per annum, or such treatment; (iii) agreement or planif they are intended to be fully funded and/or book-reserved are fully funded and/or book reserved, including as appropriate, based upon reasonable actuarial assumptions; (iv) do not contain a defined benefit provision; and (v) are not multi-employer defined benefit pension plans in which any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any entity that is not an Affiliate of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementBaker Hughes participates.