Common use of Employees and Fringe Benefit Plans Clause in Contracts

Employees and Fringe Benefit Plans. (a) The Xxxx Disclosure Letter sets forth the names and titles of the Managers, officers and employees of the Xxxx Group earning in excess of $50,000 per annum, and the annual rate of compensation (including bonuses) being paid to each such Manager, officer and employee as of the most recent practicable date. (b) The Xxxx Disclosure Letter lists each employment, bonus, deferred compensation, pension, stock option, stock appreciation right, profit-sharing or retirement plan, arrangement or practice, each medical, vacation, retiree medical, severance pay plan, and each other agreement or fringe benefit plan, arrangement or practice, of the Xxxx Group, which affects one or more of its employees, including all "employee benefit plans" as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (collectively, the "Plans"). All Plans which are subject to Title IV of ERISA or the minimum funding standards of Section 412 of the Code shall be referred to as the "Pension Plans." (c) For each Plan which is an "employee benefit plan" under Section 3(3) of ERISA, the Xxxx Group has delivered to Regal correct and complete copies of the plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue Service, the most recent Form 5500 Annual Report, and all related trust agreements, insurance contracts and funding agreements which implement each such Plan. (d) The Xxxx Group does not have any commitment, whether formal or informal and whether legally binding or not, (i) to create any additional such Plan; (ii) to modify or change any such Plan; or (iii) to maintain for any period of time any such Plan. The Xxxx Disclosure Letter contains an accurate and complete description of the funding policies (and commitments, if any) of the Xxxx Group with respect to each such existing Plan. (e) The Xxxx Group has no unfunded past service liability in respect of any of its Plans; the actually computed value of vested benefits under any Pension Plan of the Xxxx Group (determined in accordance with methods and assumptions utilized by the Pension Benefit Guaranty Corporation ("PBGC") applicable to a plan terminating on the date of determination) does not exceed the fair market value of the fund assets relating to such Pension Plan; neither the Xxxx Group nor any Plan nor, to the best Knowledge of the Principals, any trustee, administrator, fiduciary or sponsor of any Plan has engaged in any prohibited transactions as defined in Section 406 of ERISA or Section 4975 of the Code for which there is no statutory exemption in Section 408 of ERISA or Section 4975 of the Code; all filings, reports and descriptions as to such Plans (including Form 5500 Annual Reports, Summary Plan Descriptions, PBCG-1's and Summary Annual Reports) required to have been made or distributed to participants, the Internal Revenue Service, the United States Department of Labor and other governmental agencies have been made in a timely manner or will be made on or prior to the Closing Date; there is no material litigation, disputed claim, governmental proceeding or investigation pending or, to the best Knowledge of the Principals, threatened with respect to any of such Plans, the related trusts, or any fiduciary, trustee, administrator or sponsor of such Plans; such Plans have been established, maintained and administered in all material respects in accordance with their governing documents and applicable provisions of ERISA and the Code and Treasury Regulations promulgated thereunder; there has been no "Reportable Event" as defined in Section 4043 of ERISA with respect to any Pension Plan that has not been waived by the Pension Benefit Guaranty Corporation; and each Pension Plan and each Plan which is intended to be a qualified plan under Section 401(a) of the Code has received, a favorable determination letter from the Internal Revenue Service.

Employees and Fringe Benefit Plans. (a) The Xxxx PCG Disclosure Letter sets forth the names names, ages, and titles of all members of the Managers, Board of Directors and officers of PCG and all employees of the Xxxx Group PCG earning in excess of $50,000 per annumyear, and the annual rate of compensation (including bonuses) being paid to each such Manager, officer and employee as of the most recent practicable date. (b) The Xxxx PCG Disclosure Letter lists each employment, bonus, deferred compensation, pension, stock option, stock appreciation right, profit-sharing sharing, or retirement plan, arrangement arrangement, or practice, each medical, vacation, retiree medical, severance pay plan, and each other agreement or fringe benefit plan, arrangement arrangement, or practice, of the Xxxx GroupPCG, which whether legally binding or not, that affects one or more of its PCG's employees, including all "employee benefit plans" as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (collectively, the "Plans"). All Plans which are PCG neither has nor sponsors, nor participates in any Plan that is subject to Title IV of ERISA or the minimum funding standards of Section 412 of the Code shall be referred to as the "Pension PlansCode." (c) For each Plan which that is an "employee benefit plan" under Section 3(3) of ERISA, the Xxxx Group PCG has delivered to Regal SCB correct and complete copies of the plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue Service, the most recent Form 5500 Annual Report, and all related trust agreements, insurance contracts contracts, and funding agreements which that implement each such Plan. (d) The Xxxx Group does not have any PCG has no commitment, whether formal or informal and whether or not legally binding or notbinding, (i) to create any additional such Plan; (ii) to modify or change any such Plan; or (iii) to maintain for any period of time any such Plan. The Xxxx PCG Disclosure Letter contains an accurate and complete description of the funding policies (and commitments, if any) of the Xxxx Group with respect to each such existing Plan. (e) The Xxxx Group PCG has no unfunded past service liability in respect of any of its Plans; the actually computed value of vested benefits under any Pension Plan of the Xxxx Group (determined in accordance with methods and assumptions utilized by the Pension Benefit Guaranty Corporation ("PBGC") applicable to a plan terminating on the date of determination) does not exceed the fair market value of the fund assets relating to such Pension Plan; neither the Xxxx Group PCG, nor any Plan nor, to the best Knowledge of the Principals, nor any trustee, administrator, fiduciary fiduciary, or sponsor of any Plan has engaged in any prohibited transactions transaction as defined in Section 406 of ERISA or Section 4975 of the Code for which there is no statutory exemption in Section 408 of ERISA or Section 4975 of the Code; all filings, reports and descriptions as to such Plans (including Form 5500 Annual Reports, Summary Plan Descriptions, PBCG-1's and Summary Annual Reports) required to have been made or distributed to participants, the Internal Revenue Service, the United States Department of Labor and other governmental agencies have been made in a timely manner or will be made on or prior to the Closing Date; there is no material litigation, disputed claim, governmental proceeding or investigation pending or, to the best Knowledge of the Principals, threatened with respect to any of such Plans, the related trusts, or any fiduciary, trustee, administrator or sponsor of such Plans; such Plans have been established, maintained and administered in all material respects in accordance with their governing documents and applicable provisions of ERISA and the Code and Treasury Regulations promulgated thereunder; there has been no "Reportable Event" as defined in Section 4043 of ERISA with respect to any Pension Plan that has not been waived by the Pension Benefit Guaranty Corporation; and each Pension Plan and each Plan which is intended to be a qualified plan under Section 401(a) of the Code has received, a favorable determination letter from the Internal Revenue Service.

Employees and Fringe Benefit Plans. (a) The Xxxx Data Transfer Disclosure Letter sets forth the names names, ages and titles of all members of the Managers, Board of Directors and officers of Data Transfer and all employees of the Xxxx Group Data Transfer earning in excess of $50,000 per annum, and the annual rate of compensation (including bonuses) being paid to each such Managermember of the Board of Directors, officer and employee as of the most recent practicable date. (b) The Xxxx Data Transfer Disclosure Letter lists each employment, bonus, deferred compensation, pension, stock option, stock appreciation right, profit-sharing or retirement plan, arrangement or practice, each medical, vacation, retiree medical, severance pay plan, and each other agreement or fringe benefit plan, arrangement or practice, of the Xxxx GroupData Transfer, whether legally binding or not, which affects one or more of its employees, including all "employee benefit plans" as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (collectively, the "Plans"). All Plans which are subject to Title IV of ERISA or the minimum funding standards of Section 412 of the Code shall be referred to as the "Pension Plans." (c) For each Plan which is an "employee benefit plan" under Section 3(3) of ERISA, the Xxxx Group Data Transfer has delivered to Regal the Buyer correct and complete copies of the plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue Service, the most recent Form 5500 Annual Report, and all related trust agreements, insurance contracts and funding agreements which implement each such Plan. (d) The Xxxx Group Data Transfer does not have any commitment, whether formal or informal and whether legally binding or not, (i) to create any additional such Plan; (ii) to modify or change any such Plan; or (iii) to maintain for any period of time any such Plan. The Xxxx Data Transfer Disclosure Letter contains an accurate and complete description of the funding policies (and commitments, if any) of the Xxxx Group Data Transfer with respect to each such existing Plan. (e) The Xxxx Group Data Transfer has no unfunded past service liability in respect of any of its Plans; the actually computed value of vested benefits under any Pension Plan of the Xxxx Group Data Transfer (determined in accordance with methods and assumptions utilized by the Pension Benefit Guaranty Corporation ("PBGC") applicable to a plan terminating on the date of determination) does not exceed the fair market value of the fund assets relating to such Pension Plan; neither the Xxxx Group Data Transfer nor any Plan nor, to the best Knowledge of the Principals, nor any trustee, administrator, fiduciary or sponsor of any Plan has engaged in any prohibited transactions as defined in Section 406 of ERISA or Section 4975 of the Code for which there is no statutory exemption in Section 408 of ERISA or Section 4975 of the Code; all filings, reports and descriptions as to such Plans (including Form 5500 Annual Reports, Summary Plan Descriptions, PBCG-1's and Summary Annual Reports) required to have been made or distributed to participants, the Internal Revenue Service, the United States Department of Labor and other governmental agencies have been made in a timely manner or will be made on or prior to the Closing Date; there is no material litigation, disputed claim, governmental proceeding or investigation pending or, to the best Knowledge of the Principals, or threatened with respect to any of such Plans, the related trusts, or any fiduciary, trustee, administrator or sponsor of such Plans; such Plans have been established, maintained and administered in all material respects in accordance with their governing documents and applicable provisions of ERISA and the Code and Treasury Regulations promulgated thereunder; there has been no "Reportable Event" as defined in Section 4043 of ERISA with respect to any Pension Plan that has not been waived by the Pension Benefit Guaranty Corporation; and each Pension Plan and each Plan which is intended to be a qualified plan under Section 401(a) of the Code has received, within the last three years, a favorable determination letter from the Internal Revenue Service.

Employees and Fringe Benefit Plans. (a) The Xxxx Schedule 5.10(a) of the Disclosure Letter Schedules sets forth the names and titles of all members of the Managers, Board of Directors and officers of Wireless and all employees of the Xxxx Group earning in excess of $50,000 per annum, and the annual rate of compensation (including bonuses) being paid to each such Manager, officer and employee as of the most recent practicable dateWireless. (b) The Xxxx Schedule 5.10(b) of the Disclosure Letter lists Schedules sets forth each employment, bonus, commission, deferred compensation, pension, stock option, stock appreciation right, employee stock ownership, profit-sharing or retirement plan, arrangement or practice, each medical, vacation, retiree medical, severance pay plan, and each other agreement or fringe benefit plan, arrangement or practice, of Wireless, whether in the Xxxx Groupform of a written document or not, which affects one or more of its respective employees, including all "employee benefit plans" as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") ERISA (collectively, the "Plans"). All Plans which are subject to Title IV of ERISA or the minimum funding standards of Section 412 of the Code shall be referred to as the "Pension Plans." (c) For each Plan which is an "employee benefit plan" under Section 3(3) of ERISA, the Xxxx Group Wireless has delivered to Regal Glenayre correct and complete copies of the plan documents and summary plan descriptions, the three most recent determination letter letters received from the Internal Revenue Service, if any, the three most recent Form 5500 Annual ReportReports, if any, the three most recent trust statements, financial statements or other documents detailing the investments and assets of such Plan, if any, and all related trust agreements, insurance contracts and funding agreements which that implement each such Plan. (d) The Xxxx Group does not have any Wireless has no commitment, whether formal in writing or informal not and whether legally binding or not, (i1) to create any additional such Plan; (ii2) to modify or change any such PlanPlan in any material respect; or (iii3) to maintain for any period of time any such Plan. The Xxxx Schedule 5.10(d) of the Disclosure Letter contains Schedules sets forth an accurate and complete description of the funding policies (and commitments, if any) of the Xxxx Group Wireless with respect to each such existing Plan. For any Plan that is an "employee stock ownership plan" as defined by Section 4975(e)(7) of the Code or Section 407(d)(6) of ERISA or is invested in any securities issued by Wireless or any of its affiliates, Schedule 5.10(d) of the Disclosure Schedules also sets forth an accurate and complete description of (1) how and when the Plan acquired any such securities and the amount acquired and (2) any borrowings or indebtedness incurred by the Plan with respect to any such acquisition. (e) The Xxxx Group has no unfunded past service liability in respect None of any of its Plans; the actually computed value of vested benefits under any Pension Plan of the Xxxx Group (determined in accordance with methods and assumptions utilized by the Pension Benefit Guaranty Corporation ("PBGC") applicable to a plan terminating on the date of determination) does not exceed the fair market value of the fund assets relating to such Pension Plan; neither the Xxxx Group nor Wireless or any Plan nor, to the best Knowledge of the Principals, or any trustee, administrator, fiduciary or sponsor of any Plan has engaged in any prohibited transactions transaction as defined in Section 406 of ERISA or Section 4975 of the Code for which there is no statutory exemption in Section 408 of ERISA or Section 4975 of the Code; all filings, reports and descriptions as to such the Plans (including Form 5500 Annual Reports, Summary Plan Descriptionssummary plan descriptions, PBCG-1's and Summary Annual Reportssummary annual reports) required to have been made or distributed to participants, the Internal Revenue Service, the United States Department of Labor and other governmental agencies Governmental Authorities have been made in a timely manner or will be made manner. Except as set forth on or prior to Schedule 5.10(e) of the Closing Date; Disclosure Schedules, there is are no material disputed claims, litigation, disputed claim, governmental proceeding proceedings or investigation investigations pending or, to the best Knowledge knowledge of the PrincipalsWireless, threatened with respect to any of such the Plans, the related truststrusts or other funding media, or any fiduciary, trustee, administrator or sponsor of such the Plans; such , except for claims for health or medical benefits arising in the normal course of plan administration that have not progressed beyond the Plan's internal claims procedures and, if granted, will not differ in any material respect from the plan benefits historically provided under the Plan. Such Plans have been established, maintained and administered in all material respects in accordance with their its governing documents and in compliance in all material respects with all applicable provisions of ERISA and the Code and Treasury Regulations promulgated thereunder; there has been no "Reportable Event" as defined in Section 4043 of ERISA with respect to any Pension Code. Each Plan that has not been waived by the Pension Benefit Guaranty Corporation; and each Pension Plan and each Plan which is intended to be a qualified plan qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has received, either received a favorable determination determination, opinion, notification or advisory letter from the Internal Revenue ServiceIRS with respect to each such Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination, and, since the date of each most recent determination letter, no event has occurred and no condition or circumstance has existed that resulted or is likely to result in the revocation of any such determination or that could adversely affect the qualified status of any such Plan. (f) Wireless has complied in all material respects with all applicable Laws relating to employees' employment and/or employment relationships, including employment termination Laws, employment leave Laws, wage and hour related Laws, anti-discrimination Laws, employee safety and workers compensation Laws and COBRA (defined herein to mean the requirements of Section 4980B of the Code, Proposed Treasury Regulation Section 1.162-26 and Part 6 of Subtitle B of Title I of ERISA). (g) Except as set forth on Schedule 5.10(g) of the Disclosure Schedules, the consummation of the Transactions will not (1) result in the payment or series of payments by Wireless to any employee or other Person of an "excess parachute payment" within the meaning of Section 280G of the Code, (2) entitle any employee or former employee of Wireless to severance pay, unemployment compensation or any other payment, or (3) accelerate the time of payment or vesting of any stock option, stock appreciation right, deferred compensation, unreceived compensation, employee payable or other employee benefits under any Plan (including vacation and sick pay). (h) None of the Plans that are "welfare benefit plans," within the meaning of Section 3(1) of ERISA, provide for continuing benefits or coverage after termination or retirement from employment, except for COBRA rights under a "group health plan" as defined in Section 4980B(g) of the Code and Section 607 of ERISA. (i) Neither Wireless nor any "affiliate" of Wireless (defined herein to mean an entity which is a member of a "controlled group of corporations," or under "common control," with Wireless as defined in Section 414(b) or (c) of the Code or in the regulations promulgated thereunder) has ever participated in, contributed to or withdrawn from a multiemployer plan as defined in Section 4001(a)(3) of ERISA, and Wireless has not incurred, and does not owe, any liability as a result of any partial or complete withdrawal by any employer from such a multiemployer plan as described under Sections 4201, 4203 or 4205 of ERISA. (j) Neither Wireless nor any "affiliate" of Wireless (as defined in Section 5.10(i)) has ever sponsored, maintained, participated in or contributed to an employee benefit plan or arrangement that is or was subject to Title IV of ERISA or any of the minimum funding standards or requirements of Section 412 of the Code.

Employees and Fringe Benefit Plans. (a) The Xxxx ARM Disclosure Letter sets forth the names and titles of the Managersdirectors, officers and employees of the Xxxx Group earning in excess of $50,000 per annum, ARM and the annual rate of compensation (including bonuses) being paid to each such Manager, officer and employee as of the most recent practicable date. (b) The Xxxx ARM Disclosure Letter lists each employment, bonus, deferred compensation, pension, stock option, stock appreciation right, profit-sharing or retirement plan, arrangement or practice, each medical, vacation, retiree medical, severance pay plan, and each other agreement or fringe benefit plan, arrangement or practice, of the Xxxx GroupARM, whether formal or informal, which affects one or more of its employees, including all "employee benefit plans" as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (collectively, the "Plans"). All Plans which are subject to Title IV of ERISA or the minimum funding standards of Section 412 of the Code shall be referred to as the "Pension Plans." (c) Copies of each such Plan have heretofore been delivered to ENVOY. For each Plan which is an "employee benefit plan" under Section 3(3) of ERISA, the Xxxx Group ARM has delivered to Regal ENVOY correct and complete copies of the plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue Service, the most recent Form 5500 Annual ReportReport (including all applicable schedules), and all related trust agreements, insurance contracts and funding agreements which implement each such Plan. (d) The Xxxx Group ARM does not have any commitment, whether formal or informal and whether legally binding or notinformal, (i) to create any additional such Plan; (ii) to modify or change any such Plan; or (iii) to maintain for any period of time any such Plan. The Xxxx ARM Disclosure Letter contains an accurate and complete description of the funding policies (and commitments, if any) of the Xxxx Group ARM with respect to each such existing Plan. (e) The Xxxx Group ARM has no unfunded past service liability in respect of any of its Plans; the actually actuarially computed value of vested benefits under any Pension Plan of the Xxxx Group ARM (determined in accordance with methods and assumptions utilized by the Pension Benefit Guaranty Corporation ("PBGC") applicable to a plan terminating on the date of determination) does not exceed the fair market value of the fund assets relating to such Pension Plan; neither the Xxxx Group ARM nor any Plan nor, to the best Knowledge of the Principals, nor any trustee, administrator, fiduciary or sponsor of any Plan has engaged in any prohibited transactions as defined in Section 406 of ERISA or Section 4975 of the Code for which there is no statutory exemption in Section 408 of ERISA or Section 4975 of the Code; all filings, reports and descriptions as to such Plans (including Form 5500 Annual Reports, Summary Plan Descriptions, PBCG-1's and Summary Annual Reports) required to have been made or distributed to participants, the Internal Revenue Service, the United States Department of Labor and other governmental agencies have been made in a timely manner or will be made on or prior to the Closing Date; there is no material litigation, disputed claim, governmental proceeding or investigation pending or, to the best Knowledge of the Principals, threatened with respect to any of such Plans, the related trusts, or any fiduciary, trustee, administrator or sponsor of such Plans; such Plans have been established, maintained and administered in all material respects in accordance with their governing documents and applicable provisions of ERISA and the Code and Treasury Regulations promulgated thereunder; there has been no "Reportable Event" as defined in Section 4043 of ERISA with respect to any Pension Plan that has not been waived by the Pension Benefit Guaranty Corporation; and each Pension Plan and each Plan which is intended to be a qualified plan under Section 401(a) of the Code has received, a favorable determination letter from the Internal Revenue Service.the

Employees and Fringe Benefit Plans. (a) The Xxxx Seller Disclosure Letter Schedule 2.10 sets forth the names names, ages and titles of the Managers, officers and all employees of the Xxxx Group earning in excess of $50,000 per annum, Seller and the annual rate of compensation (including bonuses) being paid to each such Manager, officer and employee as of the most recent practicable date. (b) The Xxxx Seller Disclosure Letter Schedule 2.10 lists each employment, bonus, deferred compensation, pension, stock option, stock appreciation right, profit-sharing or retirement plan, arrangement or practice, each medical, vacation, retiree medical, severance pay plan, plan and each other agreement or fringe benefit plan, arrangement arrangement, or practice, of the Xxxx GroupSeller, which whether legally binding or not, that affects one or more of its Seller's employees, including all "employee benefit plans" as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (collectively, the "Plans"). All Plans which are Seller does not have, sponsor or participate in any Plan that is subject to Title IV of ERISA or the minimum funding standards of Section 412 of the Code shall be referred to as the "Pension PlansCode." (c) For each Plan which that is an "employee benefit plan" under Section 3(3) of ERISA, the Xxxx Group Seller has delivered to Regal Buyer correct and complete copies of the plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue Service, the most recent Form 5500 Annual Report, Report and all related trust agreements, insurance contracts and funding agreements which that implement each such Plan. (d) The Xxxx Group does not have any Seller has no commitment, whether formal or informal and whether legally binding or not, (i) to create any additional such Plan; (ii) to modify or change any such Plan; or (iii) to maintain for any period of time any such Plan. The Xxxx Disclosure Letter contains an accurate and complete description of the funding policies (and commitments, if any) of the Xxxx Group with respect to each such existing Plan. (e) The Xxxx Group Seller has no unfunded past service liability in respect of any of its Plans; the actually computed value of vested benefits under neither Seller or any Pension Plan of the Xxxx Group (determined in accordance with methods and assumptions utilized by the Pension Benefit Guaranty Corporation ("PBGC") applicable to a plan terminating on the date of determination) does not exceed the fair market value of the fund assets relating to such Pension Plan; neither the Xxxx Group nor any Plan nor, to the best Knowledge of the Principals, or any trustee, administrator, fiduciary or sponsor of any Plan Plan, has engaged in any prohibited transactions transaction as defined in Section 406 of ERISA or Section 4975 of the Code for which there is no statutory exemption in Section 408 of ERISA or Section 4975 of the Code; all filings, reports and descriptions as to such Plans (including Form 5500 Annual Reports, Summary Plan Descriptions, PBCG-1's summary plan descriptions and Summary Annual Reportssummary annual reports) required to have been made or distributed to participants, the Internal Revenue Service, the United States Department of Labor and other governmental agencies have been made in a timely manner or will be made on or prior to the Closing Datemanner; there is no material litigation, disputed claim, governmental proceeding or investigation pending or, to the best Knowledge of the Principals, or threatened with respect to any of such the Plans, the related trusts, trusts or any fiduciary, trustee, administrator or sponsor of such the Plans; such the Plans have been established, maintained and administered in all material respects in accordance with their governing documents and applicable provisions of ERISA and the Code and Treasury Regulations promulgated thereunder; there has been no "Reportable Event" as defined in Section 4043 of ERISA with respect to any Pension Plan that has not been waived by the Pension Benefit Guaranty Corporation; and each Pension Plan and each Plan which that is intended to be a qualified plan under Section 401(a) of the Code has received, received a favorable determination letter from the Internal Revenue ServiceService with respect to the current terms of the Plan. (f) Except where failure to do so would not have a Seller Material Adverse Effect, Seller has complied in all respects with all applicable federal, state and local laws, rules and regulations relating to employees' employment and employment relationships, including, without limitation, wage related laws, anti-discrimination laws, employee safety laws and COBRA (defined herein to mean the requirements of Code Section 4980B, Proposed Treasury Regulation Section 1.162-26 and Part 6 of Subtitle B of Title I of ERISA). (g) The consummation of the transactions contemplated by this Agreement will not (i) result in the payment or series of payments by Seller to any employee or other person of an "excess parachute payment" within the meaning of Section 280G of the Code; (ii) entitle any employee or former employee of Seller to severance pay, unemployment compensation or any other payment; or (iii) accelerate the time of payment or vesting of any stock option, stock appreciation right, deferred compensation, or other employee benefits under any Plan (including vacation and sick pay). (h) None of the Plans that are "welfare benefit plans," within the meaning of Section 3(l) of ERISA, provide for continuing benefits or coverage after termination or retirement from employment, except for COBRA rights under a "group health plan" as defined in Code Section 4980B(g) and ERISA Section 607. (i) Neither Seller nor any member in a "controlled group" with Seller (as defined in ERISA) has ever contributed to, participated in or withdrawn from a multi-employer plan as defined in Section 4001(a)(3) of Title IV of ERISA, and Seller has not incurred and does not owe any liability as a result of any partial or complete withdrawal by any employer from such a multi-employer plan as described under Section 4201, 4203 or 4205 of ERISA.

Employees and Fringe Benefit Plans. (a) The Xxxx XpiData Disclosure Letter sets forth the names and titles of the Managersdirectors, officers and employees of the Xxxx Group XpiData earning in excess of $50,000 per annum, and the annual rate of compensation (including bonuses) being paid to each such Manager, officer and employee as of the most recent practicable date. (b) The Xxxx XpiData Disclosure Letter lists each employment, bonus, deferred compensation, pension, stock option, stock appreciation right, profit-sharing or retirement plan, arrangement or practice, each medical, vacation, retiree medical, severance pay plan, and each other agreement or fringe benefit plan, arrangement or practice, of the Xxxx GroupXpiData, whether formal or informal, which affects one or more of its employees, including all "employee benefit plans" as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (collectively, the "Plans"). All Plans which are subject to Title IV of ERISA or the minimum funding standards of Section 412 of the Code shall be referred to as the "Pension Plans." (c) Copies of each such Plan have heretofore been delivered to ENVOY. For each Plan which is an "employee benefit plan" under Section 3(3) of ERISA, the Xxxx Group XpiData has delivered to Regal ENVOY correct and complete copies of the plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue Service, the most recent Form 5500 Annual ReportReport (including all applicable schedules), and all related trust agreements, insurance contracts and funding agreements which implement each such Plan. (d) The Xxxx Group XpiData does not have any commitment, whether formal or informal and whether legally binding or notinformal, (i) to create any additional such Plan; (ii) to modify or change any such Plan; or (iii) to maintain for any period of time any such Plan. The Xxxx XpiData Disclosure Letter contains an accurate and complete description of the funding policies (and commitments, if any) of the Xxxx Group XpiData with respect to each such existing Plan. (e) The Xxxx Group XpiData has no unfunded past service liability in respect of any of its Plans; the actually actuarially computed value of vested benefits under any Pension Plan of the Xxxx Group XpiData (determined in accordance with methods and assumptions utilized by the Pension Benefit Guaranty Corporation ("PBGC") applicable to a plan terminating on the date of determination) does not exceed the fair market value of the fund assets relating to such Pension Plan; neither the Xxxx Group XpiData nor any Plan nor, to the best Knowledge of the Principals, nor any trustee, administrator, fiduciary or sponsor of any Plan has engaged in any prohibited transactions as defined in Section 406 of ERISA or Section 4975 of the Code for which there is no statutory exemption in Section 408 of ERISA or Section 4975 of the Code; all filings, reports and descriptions as to such Plans (including Form 5500 Annual Reports, Summary Plan Descriptions, PBCG-1's and Summary Annual Reports) required to have been made or distributed to participants, the Internal Revenue Service, the United States Department of Labor and other governmental agencies have been made in a timely manner or will be made on or prior to the Closing Date; there is no material litigation, disputed claim, governmental proceeding or investigation pending or, to the best Knowledge of the Principals, or threatened with respect to any of such Plans, the related trusts, or any fiduciary, trustee, administrator or sponsor of such Plans; such Plans have been established, maintained and administered in all material respects in accordance with their governing documents and applicable provisions of ERISA and the Code and Treasury Regulations promulgated thereunder; there has been no "Reportable Event" as defined in Section 4043 of ERISA with respect to any Pension Plan that has not been waived by the Pension Benefit Guaranty Corporation; and each Pension Plan and each Plan which is intended to be a qualified plan under Section 401(a) of the Code has received, received a favorable determination letter from the Internal Revenue Service. (f) XpiData has complied in all material respects with all applicable federal, state and local laws, rules and regulations relating to employees' employment and/or employment relationships, including, without limitation, wage related laws, anti-discrimination laws, employee safety laws and COBRA (defined herein to mean the requirements of Code Section 4980B, Proposed Treasury Regulation Section 1.162-26 and Part 6 of Subtitle B of Title I of ERISA). (g) The consummation of the transactions on the part of XpiData and the Shareholders contemplated by this Agreement will not (i) result in the payment or series of payments by XpiData to any employee or other person of an "excess parachute payment" within the meaning of Section 280G of the Code, (ii) entitle any employee or former employee of XpiData to severance pay, unemployment compensation or any other payment, and (iii) accelerate the time of payment or vesting of any stock option, stock appreciation right, deferred compensation or other employee benefits under any Plan (including vacation and sick pay). (h) None of the Plans which are "welfare benefit plans," within the meaning of Section 3(1) of ERISA, provide for continuing benefits or coverage after termination or retirement from employment, except for COBRA rights under a "group health plan" as defined in Code Section 4980B(g) and ERISA Section 607.

Employees and Fringe Benefit Plans. (a) The Xxxx Disclosure Letter sets Except as set forth on Schedule 4.17(a) attached hereto, the names and titles of the ManagersAcquired Companies do not maintain or contribute to or have any obligation to contribute to, officers and employees of the Xxxx Group earning in excess of $50,000 per annumor have any direct or indirect liability, and the annual rate of compensation (including bonuses) being paid whether contingent or otherwise, with respect to each such Managerany plan, officer and employee as of the most recent practicable date. (b) The Xxxx Disclosure Letter lists each program, arrangement, agreement or commitment which is an employment, consulting or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, deferred compensationemployee pension, pensionprofit-sharing, savings, retirement, stock option, stock appreciation rightpurchase, profit-sharing severance pay, life, health, disability or retirement accident insurance plan, arrangement or practice, each medical, vacation, retiree medical, severance pay plan, and each or other agreement or fringe employee benefit plan, arrangement program, arrangement, agreement or practicecommitment, of the Xxxx Groupincluding, which affects one or more of its employeeswithout limitation, including all any "employee benefit plansplan" as defined by in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") ), with respect to any employee or former employee of the Acquired Companies (collectively, the "Plans"). All Plans which are subject . (b) Except as set forth on Schedule 4.17(b) attached hereto, with respect to Title IV each Plan, the Acquired Companies have delivered to Buyer a current, accurate and complete copy (or, to the extent no such copy exists, an accurate description) thereof and, to the extent applicable: (i) any related trust agreement or other funding instrument; (ii) the most recent Internal Revenue Service determination letter, if applicable; (iii) any summary plan description and other material written communication (or a description of ERISA any material oral communications) by the Acquired Companies to their employees concerning the benefits provided under any Plan; (iv) all material communications with any Governmental Authority (including, without limitation, the Pension Benefit Guaranty Corporation and the Internal Revenue Service) given or received within the minimum funding standards of Section 412 of last three (3) years; and (v) for the Code shall be referred three (3) most recent years (A) the Form 5500 and attached schedules, (B) audited financial statements, (C) actuarial valuation reports, and (D) attorney's response to as the "Pension Plansan auditor's request for information." (c) For With respect to any Plan, no event has occurred in connection with which any of the Acquired Companies or any Plan, directly or indirectly, could be subject to any material liability under ERISA, the Code or any other laws, regulations or governmental orders applicable to any Plan, including, without limitation, Section 406, 409, 502(i), 502(l) or 4069 of ERISA, or Section 4971, 4975 or 4976 of the Code, or under any agreement, instrument, statute, law or regulation pursuant to or under which the Acquired Companies or any ERISA Affiliate (as defined below) has agreed to indemnify any Person against liability incurred under, or for a violation or failure to satisfy the requirement of, any such law, regulation or order. (d) With respect to each Plan (i) all payments due from the Acquired Companies to date have been made when due and all amounts properly accrued to date or as of the Closing Date as liabilities of the Acquired Companies which have not been paid have been properly recorded on the books of the Acquired Companies; (ii) the Acquired Companies have complied with, and each such Plan conforms in form and operation to, all applicable Laws, including, but not limited to, ERISA and the Code, in all material respects; (iii) each such Plan which is an "employee pension benefit plan" under Section 3(3) of ERISA, the Xxxx Group has delivered to Regal correct and complete copies of the plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue Service, the most recent Form 5500 Annual Report, and all related trust agreements, insurance contracts and funding agreements which implement each such Plan. (d) The Xxxx Group does not have any commitment, whether formal or informal and whether legally binding or not, (i) to create any additional such Plan; (ii) to modify or change any such Plan; or (iii) to maintain for any period of time any such Plan. The Xxxx Disclosure Letter contains an accurate and complete description of the funding policies (and commitments, if any) of the Xxxx Group with respect to each such existing Plan. (e) The Xxxx Group has no unfunded past service liability in respect of any of its Plans; the actually computed value of vested benefits under any Pension Plan of the Xxxx Group (determined in accordance with methods and assumptions utilized by the Pension Benefit Guaranty Corporation ("PBGC") applicable to a plan terminating on the date of determination) does not exceed the fair market value of the fund assets relating to such Pension Plan; neither the Xxxx Group nor any Plan nor, to the best Knowledge of the Principals, any trustee, administrator, fiduciary or sponsor of any Plan has engaged in any prohibited transactions as defined in Section 406 3(2) of ERISA or Section 4975 of the Code for which there is no statutory exemption in Section 408 of ERISA or Section 4975 of the Code; all filings, reports ERISA) and descriptions as to such Plans (including Form 5500 Annual Reports, Summary Plan Descriptions, PBCG-1's and Summary Annual Reports) required to have been made or distributed to participants, the Internal Revenue Service, the United States Department of Labor and other governmental agencies have been made in a timely manner or will be made on or prior to the Closing Date; there is no material litigation, disputed claim, governmental proceeding or investigation pending or, to the best Knowledge of the Principals, threatened with respect to any of such Plans, the related trusts, or any fiduciary, trustee, administrator or sponsor of such Plans; such Plans have been established, maintained and administered in all material respects in accordance with their governing documents and applicable provisions of ERISA and the Code and Treasury Regulations promulgated thereunder; there has been no "Reportable Event" as defined in Section 4043 of ERISA with respect to any Pension Plan that has not been waived by the Pension Benefit Guaranty Corporation; and each Pension Plan and each Plan which is intended to be a qualified plan qualify under Section 401(a) of the Code has received, received a favorable determination letter from the Internal Revenue ServiceService with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; and (iv) there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of Seller, threatened with respect to such Plan or against the assets of such Plan which could subject the Acquired Companies to any material liability. (e) No "accumulated funding deficiency," as defined in Section 412 of the Code, has been incurred with respect to any Plan subject to such Section 412, whether or not waived. No "reportable event", within the meaning of Section 4043 of ERISA, has occurred with respect to any Plan, and no event described in Section 4062 or 4063 of ERISA, has occurred in connection with any Plan. Neither the Acquired Companies nor any ERISA Affiliate (as defined below) have (i) engaged in, or is a successor or parent corporation to an entity that has engaged in, a transaction described in Sections 4069 or 4212(c) of ERISA or (ii) incurred, or reasonably expect to incur prior to the Closing Date, any liability under Title IV of ERISA arising in connection with the termination of any plan covered or previously covered by Title IV of ERISA. No condition exists that could constitute grounds for termination by the Pension Benefit Guaranty Corporation of any Plan that is subject to Title IV of ERISA that is maintained by the Acquired Companies or any ERISA Affiliate (as defined below). (f) Except as set forth on Schedule 4.17(f), the consummation of the transactions contemplated by this Agreement will not (i) accelerate the time of the payment or vesting of, or increase the amount of, compensation due to any employee, (ii) reasonably be expected to result in any "excess parachute payment" under Section 280G of the Code, (iii) result in any liability to any employee, or (iv) entitle any employee to severance pay, unemployment compensation or similar payment. (g) Except as set forth in Schedule 4.17(g) attached hereto, there are no Plans maintained or contributed to by the Acquired Companies or in which employees of the Acquired Companies participate pursuant to which welfare benefits are provided to current or former employees beyond their retirement or other termination of service, other than coverage required by applicable law, the cost of which is fully paid by the current or former employees. (h) As of the Closing Date, Seller, each of the other Acquired Companies and their respective ERISA Affiliates will not have incurred any liability or obligation under Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state law, and within the 90-day period immediately following the Closing Date, none of the foregoing will incur any such liability or obligation if, during such 90-day period, only terminations of employment in the normal course of operations occur. (i) For purposes of this Agreement, "ERISA Affiliate" shall mean any trade or business (whether or not incorporated) that together with the Acquired Companies is considered a "single employer" for purposes of Section 414(b), (c), (m) or (o) of the Code.

Employees and Fringe Benefit Plans. (a) 4.10.1. The Xxxx QS Disclosure Letter sets forth the names names, ages, and titles of all members of the Managers, Board of Directors and officers of QS and all employees of the Xxxx Group QS earning in excess of $50,000 30,000 per annumyear, and the annual rate of compensation (including bonuses) being paid to each such Manager, officer and employee as of the most recent practicable date. (b) 4.10.2. The Xxxx QS Disclosure Letter lists each employment, bonus, deferred compensation, pension, stock option, stock appreciation right, profit-sharing or retirement plan, arrangement arrangement, or practice, each medical, vacation, retiree medical, severance pay plan, and each other agreement or fringe benefit plan, arrangement arrangement, or practice, of the Xxxx GroupQS, which whether legally binding or not, that affects one or more of its QS's employees, including all "employee benefit plans" as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (collectively, the "Plans"). All Plans which are QS neither has nor sponsors, nor participates in any Plan that is subject to Title IV of ERISA or the minimum funding standards of Section 412 of the Code shall be referred to as the "Pension PlansCode." (c) 4.10.3. For each Plan which that is an "employee benefit plan" under Section 3(3) of ERISA, the Xxxx Group QS has delivered to Regal HealthStream correct and complete copies of the plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue Service, the most recent Form 5500 Annual Report, and all related trust agreements, insurance contracts contracts, and funding agreements which that implement each such Plan. (d) The Xxxx Group 4.10.4. QS does not have any commitment, whether formal or informal and whether legally binding or not, (i) to create any additional such Plan; (ii) to modify or change any such Plan; or (iii) to maintain for any period of time any such Plan. The Xxxx QS Disclosure Letter contains an accurate and complete description of the funding policies (and commitments, if any) of the Xxxx Group with respect to each such existing Plan. (e) The Xxxx Group has no 4.10.5. QS does not have any unfunded past service liability in respect of any of its Plans; the actually computed value of vested benefits under any Pension Plan of the Xxxx Group (determined in accordance with methods and assumptions utilized by the Pension Benefit Guaranty Corporation ("PBGC") applicable to a plan terminating on the date of determination) does not exceed the fair market value of the fund assets relating to such Pension Plan; neither the Xxxx Group QS, nor any Plan nor, to the best Knowledge of the Principals, nor any trustee, administrator, fiduciary fiduciary, or sponsor of any Plan has engaged in any prohibited transactions transaction as defined in Section 406 of ERISA or Section 4975 of the Code for which there is no statutory exemption in Section 408 of ERISA or Section 4975 of the Code; all filings, reports reports, and descriptions as to such Plans (including Form 5500 Annual Reports, Summary Plan Descriptionssummary plan descriptions, PBCG-1's and Summary Annual Reportssummary annual reports) required to have been made or distributed to participants, the Internal Revenue Service, the United States Department of Labor Labor, and other governmental agencies have been made in a timely manner or will be made on or prior to the Closing Date; there is no material litigation, disputed claim, governmental proceeding proceeding, or investigation pending or, to the best Knowledge of the Principals, or threatened with respect to any of such the Plans, the related trusts, or any fiduciary, trustee, administrator administrator, or sponsor of such the Plans; such the Plans have been established, maintained maintained, and administered in all material respects in accordance with their governing documents and applicable provisions of ERISA and the Code and Treasury Regulations promulgated thereunder; there has been no "Reportable Event" as defined in Section 4043 of ERISA with respect to any Pension Plan that has not been waived by the Pension Benefit Guaranty Corporation; and each Pension Plan and each Plan which that is intended to be a qualified plan under Section 401(a) of the Code has received, received a favorable determination letter from the Internal Revenue ServiceService with respect to the current terms of the Plan. 4.10.6. Except where failure to do so would not have a QS Material Adverse Effect, QS has complied in all respects with all applicable federal, state, and local laws, rules, and regulations relating to employees' employment and employment relationships, including, without limitation, wage related laws, anti-discrimination laws, employee safety laws, and COBRA (defined herein to mean the requirements of Code Section 4980B, Proposed Treasury Regulation Section 1.162-26 and Part 6 of Subtitle B of Title I of ERISA). 4.10.7. The consummation of the transactions contemplated by this Agreement will not (i) result in the payment or series of payments by QS to any employee or other person of an "excess parachute payment" within the meaning of Section 280G of the Code; (ii) entitle any employee or former employee of QS to severance pay, unemployment compensation, or any other payment; or (iii) accelerate the time of payment or vesting of any stock option, stock appreciation right, deferred compensation, or other employee benefits under any Plan (including vacation and sick pay). 4.10.8. None of the Plans that are "welfare benefit plans," within the meaning of Section 3(1) of ERISA, provide for continuing benefits or coverage after termination or retirement from employment, except for COBRA rights under a "group health plan" as defined in Code Section 4980B(g) and ERISA Section 607.

Employees and Fringe Benefit Plans. (a) The Xxxx TMRI Disclosure Letter sets forth the names names, ages, and titles of all members of the Managers, Board of Directors and officers of TMRI and all employees of the Xxxx Group TMRI earning in excess of $50,000 30,000 per annumyear, and the annual rate of compensation (including bonuses) being paid to each such Manager, officer and employee as of the most recent practicable date. (b) The Xxxx TMRI Disclosure Letter lists each employment, bonus, deferred compensation, pension, stock option, stock appreciation right, profit-sharing or retirement plan, arrangement arrangement, or practice, each medical, vacation, retiree medical, severance pay plan, and each other agreement or fringe benefit plan, arrangement arrangement, or practice, of the Xxxx GroupTMRI, which whether legally binding or not, that affects one or more of its TMRI's employees, including all "employee benefit plans" as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (collectively, the "Plans"). All Plans which are TMRI neither has nor sponsors, nor participates in any Plan that is subject to Title IV of ERISA or the minimum funding standards of Section 412 of the Code shall be referred to as the "Pension PlansCode." (c) For each Plan which that is an "employee benefit plan" under Section 3(3) of ERISA, the Xxxx Group TMRI has delivered to Regal SCB correct and complete copies of the plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue Service, the most recent Form 5500 Annual Report, and all related trust agreements, insurance contracts contracts, and funding agreements which that implement each such Plan. (d) The Xxxx Group does not have any TMRI has no commitment, whether formal or informal and whether legally binding or not, (i) to create any additional such Plan; (ii) to modify or change any such Plan; or (iii) to maintain for any period of time any such Plan. The Xxxx TMRI Disclosure Letter contains an accurate and complete description of the funding policies (and commitments, if any) of the Xxxx Group with respect to each such existing Plan. (e) The Xxxx Group TMRI has no unfunded past service liability in respect of any of its Plans; the actually computed value of vested benefits under any Pension Plan of the Xxxx Group (determined in accordance with methods and assumptions utilized by the Pension Benefit Guaranty Corporation ("PBGC") applicable to a plan terminating on the date of determination) does not exceed the fair market value of the fund assets relating to such Pension Plan; neither the Xxxx Group TMRI, nor any Plan nor, to the best Knowledge of the Principals, nor any trustee, administrator, fiduciary fiduciary, or sponsor of any Plan has engaged in any prohibited transactions transaction as defined in Section 406 of ERISA or Section 4975 of the Code for which there is no statutory exemption in Section 408 of ERISA or Section 4975 of the Code; all filings, reports reports, and descriptions as to such Plans (including Form 5500 Annual Reports, Summary Plan Descriptionssummary plan descriptions, PBCG-1's and Summary Annual Reportssummary annual reports) required to have been made or distributed to participants, the Internal Revenue Service, the United States Department of Labor Labor, and other governmental agencies have been made in a timely manner or will be made on or prior to the Closing Datemanner; there is no material litigation, disputed claim, governmental proceeding proceeding, or investigation pending or, to the best Knowledge of the Principals, or threatened with respect to any of such the Plans, the related trusts, or any fiduciary, trustee, administrator administrator, or sponsor of such the Plans; such the Plans have been established, maintained maintained, and administered in all material respects in accordance with their governing documents and applicable provisions of ERISA and the Code and Treasury Regulations promulgated thereunder; there has been no "Reportable Event" as defined in Section 4043 of ERISA with respect to any Pension Plan that has not been waived by the Pension Benefit Guaranty Corporation; and each Pension Plan and each Plan which that is intended to be a qualified plan under Section 401(a) of the Code has received, received a favorable determination letter from the Internal Revenue ServiceService with respect to the current terms of the Plan. (f) Except where failure to do so would not have a TMRI Material Adverse Effect, TMRI has complied in all respects with all applicable federal, state, and local laws, rules, and regulations relating to employees' employment and employment relationships, including, without limitation, wage related laws, anti-discrimination laws, employee safety laws, and COBRA (defined herein to mean the requirements of Code Section 4980B, Proposed Treasury Regulation Section 1.162-26 and Part 6 of Subtitle B of Title I of ERISA). (g) The consummation of the transactions contemplated by this Agreement will not (i) result in the payment or series of payments by TMRI to any employee or other person of an "excess parachute payment" within the meaning of Section 280G of the Code; (ii) entitle any employee or former employee of TMRI to severance pay, unemployment compensation, or any other payment; or (iii) accelerate the time of payment or vesting of any stock option, stock appreciation right, deferred compensation, or other employee benefits under any Plan (including vacation and sick pay). (h) None of the Plans that are "welfare benefit plans," within the meaning of Section 3(1) of ERISA, provide for continuing benefits or coverage after termination or retirement from employment, except for COBRA rights under a "group health plan" as defined in Code Section 4980B(g) and ERISA Section 607. (i) Neither TMRI nor any member in a "controlled group" with TMRI (as defined in ERISA) has ever contributed to, participated in, or withdrawn from a multi-employer plan as defined in Section 4001(a)(3) of Title IV of ERISA, and TMRI has not incurred and does not owe any liability as a result of any partial or complete withdrawal by any employer from such a multi-employer plan as described under Section 4201, 4203, or 4205 of ERISA.

Employees and Fringe Benefit Plans. (a) The Xxxx Section 4.12(a) of the StatusOne Disclosure Letter sets forth the names names, ages and titles of all members of the Managers, Board of Directors and officers of StatusOne and all employees of the Xxxx Group earning in excess of $50,000 per annumStatusOne, and the annual rate of compensation (including bonusesbase salary and bonus paid) being paid to each such Managermember of the Board of Directors, officer and employee as of the most recent practicable date. (b) The Xxxx Section 4.12(b) of the StatusOne Disclosure Letter lists each employment, bonus, deferred compensation, pension, stock option, stock appreciation right, profit-sharing or retirement plan, arrangement or practice, each medical, vacation, retiree medical, severance pay plan, and each other agreement or fringe benefit plan, arrangement or practice, of the Xxxx GroupStatusOne, which affects one or more of its employees, including all "employee benefit plans" as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (collectively, the "Plans"). All Plans which are No Plan is subject to Title IV of ERISA or the minimum funding standards of Section 412 of the Code shall be referred to as the "Pension PlansCode." (c) For each Plan which is an "employee benefit plan" under Section 3(3) of ERISA, the Xxxx Group StatusOne has delivered to Regal American Healthways correct and complete copies of the plan Plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue ServiceService ("IRS"), the three (3) most recent Form 5500 Annual ReportReports, and all any related trust agreements, insurance contracts and funding agreements which implement each such Plan. (d) The Xxxx Group does not have any Except as may be required by applicable law, StatusOne has no commitment, whether formal or informal and whether legally binding or not, (i) to create any additional such Plan; (ii) to modify or change any such Plan; or (iii) to maintain for any period of time any such Plan. The Xxxx StatusOne Disclosure Letter contains an accurate and complete description of the funding policies (and commitments, if any) of the Xxxx Group StatusOne with respect to each such existing Plan. (e) The Xxxx Group StatusOne has no unfunded past service liability in respect of any of its Plans; the actually computed value of vested benefits under any Pension Plan of the Xxxx Group (determined in accordance with methods and assumptions utilized by the Pension Benefit Guaranty Corporation ("PBGC") applicable to a plan terminating on the date of determination) does not exceed the fair market value of the fund assets relating to such Pension Plan; neither the Xxxx Group . Neither StatusOne nor any Plan nor, to StatusOne's and the best Knowledge of the PrincipalsPrincipal Stockholders' knowledge, any trustee, administrator, fiduciary or sponsor of any Plan Plan, has engaged in any prohibited transactions as defined in Section 406 of ERISA or Section 4975 of the Code for which there is no statutory exemption in Section 408 of ERISA or Section 4975 of the CodeCode or administrative exemption; all filings, reports and descriptions as to such Plans (including Form 5500 Annual Reports, Summary Plan Descriptions, PBCG-1's and Summary Annual Reports) required to have been made or distributed to participants, the Internal Revenue ServiceIRS, the United States Department of Labor and other governmental agencies have been made in a timely manner or or, to the extent practicable, will be made on or prior to the Closing Date; there is no material litigation, disputed claim, governmental proceeding or investigation pending or, to StatusOne's and the best Knowledge of the PrincipalsPrincipal Stockholders' knowledge, threatened with respect to any of such Plans, the related trusts, or any fiduciary, trustee, administrator or sponsor of such Plans; such Plans have been established, maintained and administered in all material respects in accordance with their governing documents and applicable provisions of ERISA and the Code and Treasury Regulations promulgated thereunder; there has been no "Reportable Event" as defined in Section 4043 of ERISA with respect to any Pension Plan that has not been waived by the Pension Benefit Guaranty Corporation; and each Pension Plan and each . Each Plan which is intended to be a qualified plan under Section 401(a) of the Code has received, received a favorable determination letter from the Internal Revenue ServiceIRS. (f) Except where failure to do so would not have a StatusOne Material Adverse Effect, StatusOne has complied in all respects with all applicable Federal, state and local laws, rules and regulations relating to employees' employment and/or employment relationships, including, without limitation, wage related laws, anti-discrimination laws, employee safety laws and COBRA (defined herein to mean the requirements of Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA). (g) The consummation of the transactions contemplated by this Agreement will not (i) entitle any employee or former employee of StatusOne to severance pay, unemployment compensation or any other payment, or (ii) accelerate the time of payment or vesting of any stock option, stock appreciation right, deferred compensation or other employee benefits under any Plan (including vacation and sick pay). (h) None of the Plans which are "welfare benefit plans," within the meaning of Section 3(1) of ERISA, provide for continuing benefits or coverage after termination or retirement from employment, except for COBRA rights under a "group health plan" as defined in Section 4980B(g) of the Code and Section 607 of ERISA. (i) Neither StatusOne nor, to StatusOne's and the Principal Stockholders' knowledge, any "affiliate" of StatusOne within the meaning of Section 414 of the Code, has ever participated in or withdrawn from a multi-employer plan as defined in Section 4001(a)(3) of Title IV of ERISA, and StatusOne has not incurred and does not owe any liability as a result of any partial or complete withdrawal by any employer from such a multi-employer plan as described under Sections 4201, 4203, or 4205 of ERISA.

Employees and Fringe Benefit Plans. (a) The Xxxx CareSteps Disclosure Letter sets forth the names names, ages and titles of all members of the Managers, Board of Directors and officers of CareSteps and all employees of the Xxxx Group CareSteps or any CareSteps Subsidiary earning in excess of $50,000 per annum, and the annual rate of compensation (including bonuses) being paid to each such Managermember of the Board of Directors, officer and employee as of the most recent practicable date. (b) The Xxxx CareSteps Disclosure Letter lists each employment, bonus, deferred compensation, pension, stock option, stock appreciation right, profit-sharing or retirement plan, arrangement or practice, each medical, vacation, retiree medical, severance pay plan, and each other agreement or fringe benefit plan, arrangement or practice, of the Xxxx GroupCareSteps or any CareSteps Subsidiary, which affects one or more of its or their employees, including all "employee benefit plans" as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (collectively, the "Plans"). All Plans which are No Plan is subject to Title IV of ERISA or the minimum funding standards of Section 412 of the Code shall be referred to as the "Pension PlansCode." (c) For each Plan which is an "employee benefit plan" under Section 3(3) of ERISA, the Xxxx Group CareSteps has delivered to Regal American Healthways the following documents (to the extent such documents are required by ERISA with respect to such Plan): (i) correct and complete copies of the plan Plan documents and summary plan descriptions, (ii) the most recent determination letter received from the Internal Revenue ServiceService ("IRS"), (iii) the most recent Form 5500 Annual Report, Report and all (iv) any related trust agreements, insurance contracts and funding agreements which implement associated with each such Plan. (d) The Xxxx Group does not have Except as may be required by applicable law, neither CareSteps nor any CareSteps Subsidiary, has any commitment, whether formal or informal and whether legally binding or not, (i) to create any additional such Plan; (ii) to modify or change any such Plan; or (iii) to maintain for any period of time any such Plan. The Xxxx CareSteps Disclosure Letter contains an accurate and complete description of the funding policies (and commitments, if any) of the Xxxx Group CareSteps and all CareSteps Subsidiaries with respect to each such existing Plan. (e) The Xxxx Group CareSteps has no unfunded past service liability in respect of any of its Plans; the actually computed value of vested benefits under any Pension Plan of the Xxxx Group (determined in accordance with methods and assumptions utilized by the Pension Benefit Guaranty Corporation ("PBGC") applicable to a plan terminating on the date of determination) does not exceed the fair market value of the fund assets relating to such Pension Plan; neither the Xxxx Group . Neither CareSteps nor any Plan nor, nor to the best CareSteps' Knowledge of the Principals, any trustee, administrator, fiduciary or sponsor of any Plan has engaged in any prohibited transactions as defined in Section 406 of ERISA or Section 4975 of the Code for which there is no statutory exemption in Section 408 of ERISA or Section 4975 of the CodeCode or administrative exemption; all filings, reports and descriptions as to such Plans (including Form 5500 Annual Reports, Summary Plan Descriptions, PBCG-1PBGC-1's and Summary Annual Reports) required to have been made or distributed to participants, the Internal Revenue ServiceIRS, the United States Department of Labor and other governmental agencies have been made in a timely manner or will be made on or prior to the Closing Date; there is no material litigation, disputed claim, governmental proceeding or investigation pending or, to the best Knowledge of the Principals, threatened with respect to any of such Plans, the related trusts, or any fiduciary, trustee, administrator or sponsor of such Plans; such Plans have been established, maintained and administered in all material respects in accordance with their governing documents and applicable provisions of ERISA and the Code and Treasury Regulations promulgated thereunder; there has been no "Reportable Event" as defined in Section 4043 of ERISA with respect to any Pension Plan that has not been waived by the Pension Benefit Guaranty Corporation; and each Pension Plan and each Plan which is intended to be a qualified plan under Section 401(a) of the Code has received, a favorable determination letter from the Internal Revenue Service.United

Employees and Fringe Benefit Plans. (a) The Xxxx POS Disclosure Letter sets forth the names and titles of the Managersdirectors, officers and employees of the Xxxx Group POS earning in excess of $50,000 per annum, and the annual rate of compensation (including bonuses) being paid to each such Manager, officer and employee as of the most recent practicable date. (b) The Xxxx POS Disclosure Letter lists each employment, bonus, deferred compensation, pension, stock option, stock appreciation right, profit-sharing or retirement plan, arrangement or practice, each medical, vacation, retiree medical, severance pay plan, and each other agreement or fringe benefit plan, arrangement or practice, of the Xxxx GroupPOS, whether formal or informal, which affects one or more of its employees, including all "employee benefit plans" as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (collectively, the "Plans"). All Plans which are subject to Title IV of ERISA or the minimum funding standards of Section 412 of the Code shall be referred to as the "Pension Plans." (c) Copies of each such Plan have heretofore been delivered to ENVOY. For each Plan which is an "employee benefit plan" under Section 3(3) of ERISA, the Xxxx Group POS has delivered to Regal ENVOY correct and complete copies of the plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue Service, the most recent Form 5500 Annual ReportReport (including all applicable schedules), and all related trust agreements, insurance contracts and funding agreements which implement each such Plan. (d) The Xxxx Group POS does not have any commitment, whether formal or informal and whether legally binding or notinformal, (i) to create any additional such Plan; (ii) to modify or change any such Plan; or (iii) to maintain for any period of time any such Plan. The Xxxx POS Disclosure Letter contains an accurate and complete description of the funding policies (and commitments, if any) of the Xxxx Group POS with respect to each such existing Plan. (e) The Xxxx Group POS has no unfunded past service liability in respect of any of its Plans; the actually actuarially computed value of vested benefits under any Pension Plan of the Xxxx Group POS (determined in accordance with methods and assumptions utilized by the Pension Benefit Guaranty Corporation ("PBGC") applicable to a plan terminating on the date of determination) does not exceed the fair market value of the fund assets relating to such Pension Plan; neither the Xxxx Group POS nor any Plan nor, to the best Knowledge of the Principals, nor any trustee, administrator, fiduciary or sponsor of any Plan has engaged in any prohibited transactions as defined in Section 406 of ERISA or Section 4975 of the Code for which there is no statutory exemption in Section 408 of ERISA or Section 4975 of the Code; all filings, reports and descriptions as to such Plans (including Form 5500 Annual Reports, Summary Plan Descriptions, PBCG-1's and Summary Annual Reports) required to have been made or distributed to participants, the Internal Revenue Service, the United States Department of Labor and other governmental agencies have been made in a timely manner or will be made on or prior to the Closing Date; there is no material litigation, disputed claim, governmental proceeding or investigation pending or, to the best Knowledge of the Principals, or threatened with respect to any of such Plans, the related trusts, or any fiduciary, trustee, administrator or sponsor of such Plans; such Plans have been established, maintained and administered in all material respects in accordance with their governing documents and applicable provisions of ERISA and the Code and Treasury Regulations promulgated thereunder; there has been no "Reportable Event" as defined in Section 4043 of ERISA with respect to any Pension Plan that has not been waived by the Pension Benefit Guaranty Corporation; and each Pension Plan and each Plan which is intended to be a qualified plan under Section 401(a) of the Code has received, received a favorable determination letter from the Internal Revenue Service.

Employees and Fringe Benefit Plans. (a) The Xxxx Bancard Disclosure Letter Schedule sets forth the names names, ages and titles of all members of the Managers, Board of Directors and officers of Bancard and all employees of the Xxxx Group Bancard earning in excess of $50,000 per annum, and the annual rate of compensation (including bonuses) being paid to each such Managermember of the Board of Directors, officer and employee as of the most recent practicable date. (b) The Xxxx Bancard Disclosure Letter Schedule lists each employment, bonus, deferred compensation, pension, stock option, stock appreciation right, profit-profit- sharing or retirement plan, arrangement or practice, each medical, vacation, retiree medical, severance pay plan, and each other agreement or fringe benefit plan, arrangement or practice, of the Xxxx GroupBancard, whether legally binding or not, which affects one or more of its employees, including all "employee benefit plans" as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (collectively, the "Plans"). All Plans which are subject to Title IV of ERISA or the minimum funding standards of Section 412 of the Code shall be referred to as the "Pension Plans." (c) For each Plan which is an "employee benefit plan" under Section 3(3) of ERISA, the Xxxx Group Bancard has delivered to Regal the Buyer correct and complete copies of the plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue Service, the most recent Form 5500 Annual Report, and all related trust agreements, insurance contracts and funding agreements which implement each such Plan. (d) The Xxxx Group Bancard does not have any commitment, whether formal or informal and whether legally binding or not, (i) to create any additional such Plan; (ii) to modify or change any such Plan; or (iii) to maintain for any period of time any such Plan. The Xxxx Bancard Disclosure Letter Schedule contains an accurate and complete description of the funding policies (and commitments, if any) of the Xxxx Group Bancard with respect to each such existing Plan. (e) The Xxxx Group Bancard has no unfunded past service liability in respect of any of its Plans; the actually computed value of vested benefits under any Pension Plan of the Xxxx Group Bancard (determined in accordance with methods and assumptions utilized by the Pension Benefit Guaranty Corporation ("PBGC") applicable to a plan terminating on the date of determination) does not exceed the fair market value of the fund assets relating to such Pension Plan; neither the Xxxx Group Bancard nor any Plan nor, to the best Knowledge of the Principals, nor any trustee, administrator, fiduciary or sponsor of any Plan has engaged in any prohibited transactions as defined in Section 406 of ERISA or Section 4975 of the Code for which there is no statutory exemption in Section 408 of ERISA or Section 4975 of the Code; all filings, reports and descriptions as to such Plans (including Form 5500 Annual Reports, Summary Plan Descriptions, PBCG-1's and Summary Annual Reports) required to have been made or distributed to participants, the Internal Revenue Service, the United States Department of Labor and other governmental agencies have been made in a timely manner or will be made on or prior to the Closing Date; there is no material litigation, disputed claim, governmental proceeding or investigation pending or, to the best Knowledge of the Principals, or threatened with respect to any of such Plans, the related trusts, or any fiduciary, trustee, administrator or sponsor of such Plans; such Plans have been established, maintained and administered in all material respects in accordance with their governing documents and applicable provisions of ERISA and the Code and Treasury Regulations promulgated thereunder; there has been no "Reportable Event" as defined in Section 4043 of ERISA with respect to any Pension Plan that has not been waived by the Pension Benefit Guaranty CorporationPBGC; and each Pension Plan and each Plan which is intended to be a qualified plan under Section 401(a) of the Code has received, within the last three years, a favorable determination letter from the Internal Revenue Service.

Employees and Fringe Benefit Plans. (a) The Xxxx Delta Disclosure Letter sets forth the names names, ages, and titles of all members of the Managers, Board of Directors and officers of Delta and all employees of the Xxxx Group Delta earning in excess of $50,000 30,000 per annumyear, and the annual rate of compensation (including bonuses) being paid to each such Manager, officer and employee as of the most recent practicable date. (b) The Xxxx Delta Disclosure Letter lists each employment, bonus, deferred compensation, pension, stock option, stock appreciation right, profit-sharing or retirement plan, arrangement arrangement, or practice, each medical, vacation, retiree medical, severance pay plan, and each other agreement or fringe benefit plan, arrangement arrangement, or practice, of the Xxxx GroupDelta, which whether legally binding or not, that affects one or more of its Delta's employees, including all "employee benefit plans" as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (collectively, the "Plans"). All Plans which are Delta neither has nor sponsors, nor participates in any Plan that is subject to Title IV of ERISA or the minimum funding standards of Section 412 of the Code shall be referred to as the "Pension PlansCode." (c) For each Plan which that is an "employee benefit plan" under Section 3(3) of ERISA, the Xxxx Group Delta has delivered to Regal SCB correct and complete copies of the plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue Service, the most recent Form 5500 Annual Report, and all related trust agreements, insurance contracts contracts, and funding agreements which that implement each such Plan. (d) The Xxxx Group does not have any Delta has no commitment, whether formal or informal and whether legally binding or not, (i) to create any additional such Plan; (ii) to modify or change any such Plan; or (iii) to maintain for any period of time any such Plan. The Xxxx Delta Disclosure Letter contains an accurate and complete description of the funding policies (and commitments, if any) of the Xxxx Group with respect to each such existing Plan. (e) The Xxxx Group Delta has no unfunded past service liability in respect of any of its Plans; the actually computed value of vested benefits under any Pension Plan of the Xxxx Group (determined in accordance with methods and assumptions utilized by the Pension Benefit Guaranty Corporation ("PBGC") applicable to a plan terminating on the date of determination) does not exceed the fair market value of the fund assets relating to such Pension Plan; neither the Xxxx Group Delta, nor any Plan nor, to the best Knowledge of the Principals, nor any trustee, administrator, fiduciary fiduciary, or sponsor of any Plan has engaged in any prohibited transactions transaction as defined in Section 406 of ERISA or Section 4975 of the Code for which there is no statutory exemption in Section 408 of ERISA or Section 4975 of the Code; all filings, reports reports, and descriptions as to such Plans (including Form 5500 Annual Reports, Summary Plan Descriptionssummary plan descriptions, PBCG-1's and Summary Annual Reportssummary annual reports) required to have been made or distributed to participants, the Internal Revenue Service, the United States Department of Labor Labor, and other governmental agencies have been made in a timely manner or will be made on or prior to the Closing Date; there is no material litigation, disputed claim, governmental proceeding proceeding, or investigation pending or, to the best Knowledge of the Principals, or threatened with respect to any of such the Plans, the related trusts, or any fiduciary, trustee, administrator administrator, or sponsor of such the Plans; such the Plans have been established, maintained maintained, and administered in all material respects in accordance with their governing documents and applicable provisions of ERISA and the Code and Treasury Regulations promulgated thereunder; there has been no "Reportable Event" as defined in Section 4043 of ERISA with respect to any Pension Plan that has not been waived by the Pension Benefit Guaranty Corporation; and each Pension Plan and each Plan which that is intended to be a qualified plan under Section 401(a) of the Code has received, received a favorable determination letter from the Internal Revenue ServiceService with respect to the current terms of the Plan. (f) Except where failure to do so would not have a Delta Material Adverse Effect, Delta and its subsidiaries have complied in all respects with all applicable federal, state, and local laws, rules, and regulations relating to employees' employment and employment relationships, including, without limitation, wage related laws, anti-discrimination laws, employee safety laws, and COBRA (defined herein to mean the requirements of Code Section 4980B, Proposed Treasury Regulation Section 1.162-26 and Part 6 of Subtitle B of Title I of ERISA). (g) The consummation of the transactions contemplated by this Agreement will not (i) result in the payment or series of payments by Delta to any employee or other person of an "excess parachute payment" within the meaning of Section 280G of the Code; (ii) entitle any employee or former employee of Delta to severance pay, unemployment compensation, or any other payment; or (iii) accelerate the time of payment or vesting of

Employees and Fringe Benefit Plans. (a) The Xxxx LADCO Disclosure Letter Schedule sets forth the names names, ages and titles of all members of the Managers, Board of Directors and officers of LADCO and the LADCO Subsidiaries and all employees of LADCO and the Xxxx Group LADCO Subsidiaries earning in excess of $50,000 per annum, and the annual rate of compensation (including bonuses) being paid to each such Managermember of the Board of Directors, officer and employee as of the most recent practicable date. (b) The Xxxx LADCO Disclosure Letter Schedule lists each employment, bonus, deferred compensation, pension, stock option, stock appreciation right, profit-profit- sharing or retirement plan, arrangement or practice, each medical, vacation, retiree medical, severance pay plan, and each other agreement or fringe benefit plan, arrangement or practice, of the Xxxx GroupLADCO or any LADCO Subsidiary, whether legally binding or not, which affects one or more of its employees, including all "employee benefit plans" as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (collectively, the "Plans"). All Plans which are subject to Title IV of ERISA or the minimum funding standards of Section 412 of the Code shall be referred to as the "Pension Plans." (c) For each Plan which is an "employee benefit plan" under Section 3(3) of ERISA, the Xxxx Group LADCO has delivered to Regal the Buyer correct and complete copies of the plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue Service, the most recent Form 5500 Annual Report, and all related trust agreements, insurance contracts and funding agreements which implement each such Plan. (d) The Xxxx Group does not have Neither LADCO nor any LADCO Subsidiary has any commitment, whether formal or informal and whether legally binding or not, (i) to create any additional such Plan; (ii) to modify or change any such Plan; or (iii) to maintain for any period of time any such Plan. The Xxxx LADCO Disclosure Letter Schedule contains an accurate and complete description of the funding policies (and commitments, if any) of LADCO or the Xxxx Group applicable LADCO Subsidiary with respect to each such existing Plan. (e) The Xxxx Group Except as set forth in the LADCO Disclosure Schedule, neither LADCO nor any LADCO Subsidiary has no any unfunded past service liability in respect of any of its Plans; the actually computed value of vested benefits under any Pension Plan of the Xxxx Group LADCO (determined in accordance with methods and assumptions utilized by the Pension Benefit Guaranty Corporation ("PBGC") applicable to a plan terminating on the date of determination) does not exceed the fair market value of the fund assets relating to such Pension Plan; neither the Xxxx Group LADCO (nor any LADCO Subsidiary) nor any Plan has nor, to the best Knowledge knowledge of the PrincipalsLADCO, has any other person who is a trustee, administrator, fiduciary or sponsor of any Plan has engaged in any prohibited transactions as defined in Section 406 of ERISA or Section 4975 of the Code for which there is no statutory exemption in Section 408 of ERISA or Section 4975 of the Code; all filings, reports and descriptions as to such Plans (including Form 5500 Annual Reports, Summary Plan Descriptions, PBCG-1's and Summary Annual Reports) required to have been made or distributed to participants, the Internal Revenue Service, the United States Department of Labor and other governmental agencies have been made in a timely manner or will be made on or prior to the Closing Date; there is no material litigation, disputed claim, governmental proceeding or investigation pending or, to the best Knowledge of the Principals, threatened with respect to any of such Plans, the related trusts, or any fiduciary, trustee, administrator or sponsor of such Plans; such Plans have been established, maintained and administered in all material respects in accordance with their governing documents and applicable provisions of ERISA and the Code and Treasury Regulations promulgated thereunder; there has been no "Reportable Event" as defined in Section 4043 of ERISA with respect to any Pension Plan that has not been waived by the Pension Benefit Guaranty Corporation; and each Pension Plan and each Plan which is intended to be a qualified plan under Section 401(a) of the Code has received, a favorable determination letter from the Internal Revenue Service.408

Employees and Fringe Benefit Plans. (a) The Xxxx Seller Disclosure Letter sets forth the names names, ages, and titles of all members of the Managers, Board of Directors and officers of Seller and all employees of the Xxxx Group earning in excess of $50,000 per annumSeller, and the annual rate of compensation (including bonuses) being paid to each such Manager, officer and employee as of the most recent practicable date. (b) The Xxxx Seller Disclosure Letter lists each employment, bonus, deferred compensation, pension, stock option, stock appreciation right, profit-sharing sharing, or retirement plan, arrangement arrangement, or practice, each medical, vacation, retiree medical, severance pay plan, and each other agreement or fringe benefit plan, arrangement arrangement, or practice, of the Xxxx GroupSeller, which whether legally binding or not, that affects one or more of its Seller's employees, including all "employee benefit plans" as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (collectively, the "Plans"). All Plans which are Seller does not have, sponsor, or participate in any Plan that is subject to Title IV of ERISA or the minimum funding standards of Section 412 of the Code shall be referred to as the "Pension PlansCode." (c) For each Plan which that is an "employee benefit plan" under Section 3(3) of ERISA, the Xxxx Group Seller has delivered to Regal SCB correct and complete copies of the plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue Service, the most recent Form 5500 Annual Report, and all related trust agreements, insurance contracts contracts, and funding agreements which that implement each such Plan. (d) The Xxxx Group Seller does not have any commitment, whether formal or informal and whether legally binding or not, (i) to create any additional such Plan; (ii) to modify or change any such Plan; or (iii) to maintain for any period of time any such Plan. The Xxxx Seller Disclosure Letter contains an accurate and complete description of the funding policies (and commitments, if any) of the Xxxx Group with respect to each such existing Plan. (e) The Xxxx Group Seller has no unfunded past service liability in respect of any of its Plans; the actually computed value of vested benefits under any Pension Plan of the Xxxx Group (determined in accordance with methods and assumptions utilized by the Pension Benefit Guaranty Corporation ("PBGC") applicable to a plan terminating on the date of determination) does not exceed the fair market value of the fund assets relating to such Pension Plan; neither the Xxxx Group Seller nor any Plan nor, to the best Knowledge of the Principals, nor any trustee, administrator, fiduciary fiduciary, or sponsor of any Plan has engaged in any prohibited transactions transaction as defined in Section 406 of ERISA or Section 4975 of the Code for which there is no statutory exemption in Section 408 of ERISA or Section 4975 of the Code; all filings, reports reports, and descriptions as to such Plans (including Form 5500 Annual Reports, Summary Plan Descriptionssummary plan descriptions, PBCG-1's and Summary Annual Reportssummary annual reports) required to have been made or distributed to participants, the Internal Revenue Service, the United States Department of Labor Labor, and other governmental agencies have been made in a timely manner or will be made on or prior to the Closing Datemanner; there is no material litigation, disputed claim, governmental proceeding proceeding, or investigation pending or, to the best Knowledge of the Principals, or threatened with respect to any of such the Plans, the related trusts, or any fiduciary, trustee, administrator or sponsor of such Plans; such Plans have been established, maintained and administered in all material respects in accordance with their governing documents and applicable provisions of ERISA and the Code and Treasury Regulations promulgated thereunder; there has been no "Reportable Event" as defined in Section 4043 of ERISA with respect to any Pension Plan that has not been waived by the Pension Benefit Guaranty Corporation; and each Pension Plan and each Plan which is intended to be a qualified plan under Section 401(a) of the Code has received, a favorable determination letter from the Internal Revenue Service.any

Employees and Fringe Benefit Plans. (a) 4.10.1. The Xxxx M3 Disclosure Letter sets forth the names names, ages, and titles of all members of the Managers, Board of Directors and officers of M3 and all employees of the Xxxx Group M3 earning in excess of $50,000 30,000 per annumyear, and the annual rate of compensation (including bonuses) being paid to each such Manager, officer and employee as of the most recent practicable date. (b) 4.10.2. The Xxxx M3 Disclosure Letter lists each employment, bonus, deferred compensation, pension, stock option, stock appreciation right, profit-sharing or retirement plan, arrangement arrangement, or practice, each medical, vacation, retiree medical, severance pay plan, and each other agreement or fringe benefit plan, arrangement arrangement, or practice, of the Xxxx GroupM3, which whether legally binding or not, that affects one or more of its M3's employees, including all "employee benefit plans" as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (collectively, the "Plans"). All Plans which are M3 neither has nor sponsors, nor participates in any Plan that is subject to Title IV of ERISA or the minimum funding standards of Section 412 of the Code shall be referred to as the "Pension PlansCode." (c) 4.10.3. For each Plan which that is an "employee benefit plan" under Section 3(3) of ERISA, the Xxxx Group M3 has delivered to Regal HealthStream correct and complete copies of the plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue Service, the most recent Form 5500 Annual Report, and all related trust agreements, insurance contracts contracts, and funding agreements which that implement each such Plan. (d) The Xxxx Group 4.10.4. M3 does not have any commitment, whether formal or informal and whether legally binding or not, (i) to create any additional such Plan; (ii) to modify or change any such Plan; or (iii) to maintain for any period of time any such Plan. The Xxxx M3 Disclosure Letter contains an accurate and complete description of the funding policies (and commitments, if any) of the Xxxx Group with respect to each such existing Plan. (e) The Xxxx Group has no 4.10.5. Except where failure to do so would not have a Material Adverse Effect, M3 does not have any unfunded past service liability in respect of any of its Plans; the actually computed value of vested benefits under any Pension Plan of the Xxxx Group (determined in accordance with methods and assumptions utilized by the Pension Benefit Guaranty Corporation ("PBGC") applicable to a plan terminating on the date of determination) does not exceed the fair market value of the fund assets relating to such Pension Plan; neither the Xxxx Group M3, nor any Plan nor, to the best Knowledge of the Principals, nor any trustee, administrator, fiduciary fiduciary, or sponsor of any Plan has engaged in any prohibited transactions transaction as defined in Section 406 of ERISA or Section 4975 of the Code for which there is no statutory exemption in Section 408 of ERISA or Section 4975 of the Code; all filings, reports reports, and descriptions as to such Plans (including Form 5500 Annual Reports, Summary Plan Descriptionssummary plan descriptions, PBCG-1's and Summary Annual Reportssummary annual reports) required to have been made or distributed to participants, the Internal Revenue Service, the United States Department of Labor Labor, and other governmental agencies have been made in a timely manner or will be made on or prior to the Closing Date; there is no material litigation, disputed claim, governmental proceeding proceeding, or investigation pending or, or to the best Knowledge of M3's or the PrincipalsPrincipal Stockholders' Knowledge, threatened with respect to any of such the Plans, the related trusts, or any fiduciary, trustee, administrator administrator, or sponsor of such the Plans; such the Plans have been established, maintained maintained, and administered in all material respects in accordance with their governing documents and applicable provisions of ERISA and the Code and Treasury Regulations promulgated thereunder; there has been no "Reportable Event" as defined in Section 4043 of ERISA with respect to any Pension Plan that has not been waived by the Pension Benefit Guaranty Corporation; and each Pension Plan and each Plan which that is intended to be a qualified plan under Section 401(a) of the Code has received, received a favorable determination letter from the Internal Revenue ServiceService with respect to the current terms of the Plan. 4.10.6. Except where failure to do so would not have a Material Adverse Effect, M3 has to M3's or the Principal Stockholders' Knowledge, complied in all respects with all applicable federal, state, and local laws, rules, and regulations relating to employees' employment and employment relationships, including, without limitation, wage related laws, anti-discrimination laws, employee safety laws, and COBRA (defined herein to mean the requirements of Code Section 4980B, Proposed Treasury Regulation Section 1.162-26 and Part 6 of Subtitle B of Title I of ERISA). 4.10.7. The consummation of the transactions contemplated by this Agreement will not (i) result in the payment or series of payments by M3 to any employee or other person of an "excess parachute payment" within the meaning of Section 280G of the Code; (ii) entitle any employee or former employee of M3 to severance pay, unemployment compensation, or any other payment; or (iii) accelerate the time of payment or vesting of any stock option, stock appreciation right, deferred compensation, or other employee benefits under any Plan (including vacation and sick pay). 4.10.8. None of the Plans that are "welfare benefit plans," within the meaning of Section 3(1) of ERISA, provide for continuing benefits or coverage after termination or retirement from employment, except for COBRA rights under a "group health plan" as defined in Code Section 4980B(g) and ERISA Section 607. 4.10.9. Neither M3 nor any member in a "controlled group" with M3 (as defined in ERISA) has ever contributed to, participated in, or withdrawn from a multi-employer plan as defined in Section 4001(a)(3) of Title IV of ERISA, and M3 has not incurred or owes any liability as a result of any partial or complete withdrawal by any employer from such a multi-employer plan as described under Section 4201, 4203, or 4205 of ERISA.

Employees and Fringe Benefit Plans. (a) The Xxxx PRI Disclosure Letter sets forth the names names, ages, and titles of all members of the Managers, Board of Directors and officers of PRI and all employees of the Xxxx Group PRI earning in excess of $50,000 per annumyear, and the annual rate of compensation (including bonuses) being paid to each such Manager, officer and employee as of the most recent practicable date. (b) The Xxxx PRI Disclosure Letter lists each employment, bonus, deferred compensation, pension, stock option, stock appreciation right, profit-sharing sharing, or retirement plan, arrangement arrangement, or practice, each medical, vacation, retiree medical, severance pay plan, and each other agreement or fringe benefit plan, arrangement arrangement, or practice, of the Xxxx GroupPRI, which whether legally binding or not, that affects one or more of its PRI's employees, including all "employee benefit plans" as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (collectively, the "Plans"). All Plans which are PRI neither has nor sponsors, nor participates in any Plan that is subject to Title IV of ERISA or the minimum funding standards of Section 412 of the Code shall be referred to as the "Pension PlansCode." (c) For each Plan which that is an "employee benefit plan" under Section 3(3) of ERISA, the Xxxx Group PRI has delivered to Regal SCB correct and complete copies of the plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue Service, the most recent Form 5500 Annual Report, and all related trust agreements, insurance contracts contracts, and funding agreements which that implement each such Plan. (d) The Xxxx Group does not have any PRI has no commitment, whether formal or informal and whether or not legally binding or notbinding, (i) to create any additional such Plan; (ii) to modify or change any such Plan; or (iii) to maintain for any period of time any such Plan. The Xxxx PRI Disclosure Letter contains an accurate and complete description of the funding policies (and commitments, if any) of the Xxxx Group with respect to each such existing Plan. (e) The Xxxx Group PRI has no unfunded past service liability in respect of any of its Plans; the actually computed value of vested benefits under any Pension Plan of the Xxxx Group (determined in accordance with methods and assumptions utilized by the Pension Benefit Guaranty Corporation ("PBGC") applicable to a plan terminating on the date of determination) does not exceed the fair market value of the fund assets relating to such Pension Plan; neither the Xxxx Group PRI, nor any Plan nor, to the best Knowledge of the Principals, nor any trustee, administrator, fiduciary fiduciary, or sponsor of any Plan has engaged in any prohibited transactions transaction as defined in Section 406 of ERISA or Section 4975 of the Code for which there is no statutory exemption in Section 408 of ERISA or Section 4975 of the Code; all filings, reports reports, and descriptions as to such Plans (including Form 5500 Annual Reports, Summary Plan Descriptionssummary plan descriptions, PBCG-1's and Summary Annual Reportssummary annual reports) required to have been made or distributed to participants, the Internal Revenue Service, the United States Department of Labor Labor, and other governmental agencies have been made in a timely manner or will be made on or prior to the Closing Datemanner; there is no material litigation, disputed claim, governmental proceeding proceeding, or investigation pending or, to the best Knowledge of the Principals, or threatened with respect to any of such the Plans, the related trusts, or any fiduciary, trustee, administrator administrator, or sponsor of such the Plans; such the Plans have been established, maintained maintained, and administered in all material respects in accordance with their governing documents and applicable provisions of ERISA and the Code and Treasury Regulations promulgated thereunder; there has been no "Reportable Event" as defined in Section 4043 of ERISA with respect to any Pension Plan that has not been waived by the Pension Benefit Guaranty Corporation; and each Pension Plan and each Plan which that is intended to be a qualified plan under Section 401(a) of the Code has received, received a favorable determination letter from the Internal Revenue ServiceService with respect to the current terms of the Plan. (f) Except where failure to do so would not have a PRI Material Adverse Effect, PRI has complied in all respects with all applicable federal, state, and local laws, rules, and regulations relating to employees' employment and employment relationships, including, without limitation, wage related laws, anti-discrimination laws, employee safety laws, and COBRA (defined herein to mean the requirements of Code Section 4980B, Proposed Treasury Regulation Section 1.162-26 and Part 6 of Subtitle B of Title I of ERISA). (g) The consummation of the transactions contemplated by this Agreement will not (i) result in the payment or series of payments by PRI to any employee or other person of an "excess parachute payment" within the meaning of Section 280G of the Code; (ii) entitle any employee or former employee of PRI to severance pay, unemployment compensation, or any other payment; or (iii) accelerate the time of payment or vesting of any stock option, stock appreciation right, deferred compensation, or other employee benefits under any Plan (including vacation and sick pay). (h) None of the Plans that are "welfare benefit plans," within the meaning of Section 3(1) of ERISA, provide for continuing benefits or coverage after termination or retirement from employment, except for COBRA rights under a "group health plan" as defined in Code Section 4980B(g) and ERISA Section 607. (i) Neither PRI nor any member in a "controlled group" with PRI (as defined in ERISA) has ever contributed to, participated in, or withdrawn from a multi-employer plan as defined in Section 4001(a)(3) of Title IV of ERISA, and PRI has not incurred and does not owe any liability as a result of any partial or complete withdrawal by any employer from such a multi-employer plan as described under Section 4201, 4203, or 4205 of ERISA.

Employees and Fringe Benefit Plans. (a) The Xxxx MHA Disclosure Letter sets forth the names names, ages and titles of all members of the Managers, Board of Directors and officers of MHA and all employees of the Xxxx Group MHA earning in excess of $50,000 per annum, and the annual rate of compensation (including bonuses) being paid to each such Managermember of the Board of Directors, officer and employee as of the most recent practicable date. (b) The Xxxx MHA Disclosure Letter lists each employment, bonus, deferred compensation, pension, stock option, stock appreciation right, profit-sharing or retirement plan, arrangement or practice, each medical, vacation, retiree medical, severance pay plan, and each other agreement or fringe benefit plan, arrangement or practice, of the Xxxx GroupMHA, whether legally binding or not, which affects one or more of its employees, including all "employee benefit plans" as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (collectively, the "Plans"). All Plans which are subject to Title IV of ERISA or the minimum funding standards of Section 412 of the Code shall be referred to as the "Pension Plans." (c) For each Plan which is an "employee benefit plan" under Section 3(3) of ERISA, the Xxxx Group MHA has delivered to Regal the Buyer correct and complete copies of the plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue Service, the most recent Form 5500 Annual Report, and all related trust agreements, insurance contracts and funding agreements which implement each such Plan. (d) The Xxxx Group MHA does not have any commitment, whether formal or informal and whether legally binding or not, (i) to create any additional such Plan; (ii) to modify or change any such Plan; or (iii) to maintain for any period of time any such Plan. The Xxxx MHA Disclosure Letter contains an accurate and complete description of the funding policies (and commitments, if any) of the Xxxx Group MHA with respect to each such existing Plan. (e) The Xxxx Group MHA has no unfunded past service liability in respect of any of its Plans; the actually computed value of vested benefits under any Pension Plan of the Xxxx Group MHA (determined in accordance with methods and assumptions utilized by the Pension Benefit Guaranty Corporation ("PBGC") applicable to a plan terminating on the date of determination) does not exceed the fair market value of the fund assets relating to such Pension Plan; neither the Xxxx Group MHA nor any Plan nor, to the best Knowledge of the Principals, nor any trustee, administrator, fiduciary or sponsor of any Plan has engaged in any prohibited transactions as defined in Section 406 of ERISA or Section 4975 of the Code for which there is no statutory exemption in Section 408 of ERISA or Section 4975 of the Code; all filings, reports and descriptions as to such Plans (including Form 5500 Annual Reports, Summary Plan Descriptions, PBCG-1's and Summary Annual Reports) required to have been made or distributed to participants, the Internal Revenue Service, the United States Department of Labor and other governmental agencies have been made in a timely manner or will be made on or prior to the Closing Date; there is no material litigation, disputed claim, governmental proceeding or investigation pending or, to the best Knowledge of the Principals, or threatened with respect to any of such Plans, the related trusts, or any fiduciary, trustee, administrator or sponsor of such Plans; such Plans have been established, maintained and administered in all material respects in accordance with their governing documents and applicable provisions of ERISA and the Code and Treasury Regulations promulgated thereunder; there has been no "Reportable Event" as defined in Section 4043 of ERISA with respect to any Pension Plan that has not been waived by the Pension Benefit Guaranty Corporation; and each Pension Plan and each Plan which is intended to be a qualified plan under Section 401(a) of the Code has received, within the last three years, a favorable determination letter from the Internal Revenue Service.

Employees and Fringe Benefit Plans. (a) The Xxxx PTI Disclosure Letter sets forth the names names, ages, and titles of all members of the Managers, Board of Directors and officers of PTI and all employees of the Xxxx Group PTI earning in excess of $50,000 30,000 per annumyear, and the annual rate of compensation (including bonuses) being paid to each such Manager, officer and employee as of the most recent practicable date. (b) The Xxxx PTI Disclosure Letter lists each employment, bonus, deferred compensation, pension, stock option, stock appreciation right, profit-sharing or retirement plan, arrangement arrangement, or practice, each medical, vacation, retiree medical, severance pay plan, and each other agreement or fringe benefit plan, arrangement arrangement, or practice, of the Xxxx GroupPTI, which whether legally binding or not, that affects one or more of its PTI's employees, including all "employee benefit plans" as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (collectively, the "Plans"). All Plans which that are subject to Title IV of ERISA or the minimum funding standards of Section 412 of the Code shall be referred to as the "Pension Plans." (c) For each Plan which that is an "employee benefit plan" under Section 3(3) of ERISA, the Xxxx Group PTI has delivered to Regal SCB correct and complete copies of the plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue Service, the most recent Form 5500 Annual Report, and all related trust agreements, insurance contracts contracts, and funding agreements which that implement each such Plan. (d) The Xxxx Group does not have any PTI has no commitment, whether formal or informal and whether legally binding or not, (i) to create any additional such Plan; (ii) to modify or change any such Plan; or (iii) to maintain for any period of time any such Plan. The Xxxx PTI Disclosure Letter contains an accurate and complete description of the funding policies (and commitments, if any) of the Xxxx Group with respect to each such existing Plan. (e) The Xxxx Group PTI has no unfunded past service liability in respect of any of its Plans; the actually computed value of vested benefits under any Pension Plan of the Xxxx Group (determined in accordance with methods and assumptions utilized by the Pension Benefit Guaranty Corporation ("PBGC") applicable to a plan terminating on the date of determination) does not exceed the fair market value of the fund assets relating to such Pension Plan; neither the Xxxx Group PTI, nor any Plan nor, to the best Knowledge of the Principals, nor any trustee, administrator, fiduciary fiduciary, or sponsor of any Plan has engaged in any prohibited transactions transaction as defined in Section 406 of ERISA or Section 4975 of the Code for which there is no statutory exemption in Section 408 of ERISA or Section 4975 of the Code; all filings, reports reports, and descriptions as to such Plans (including Form 5500 Annual Reports, Summary Plan Descriptionssummary plan descriptions, PBCG-1's PBGC-1's, and Summary Annual Reportssummary annual reports) required to have been made or distributed to participants, the Internal Revenue Service, the United States Department of Labor Labor, and other governmental agencies have been made in a timely manner or will be made on or prior to the Closing Date; there is no material litigation, disputed claim, governmental proceeding proceeding, or investigation pending or, to the best Knowledge of the Principals, or threatened with respect to any of such the Plans, the related trusts, or any fiduciary, trustee, administrator administrator, or sponsor of such the Plans; such the Plans have been established, maintained maintained, and administered in all material respects in accordance with their governing documents and applicable provisions of ERISA and the Code and Treasury Regulations promulgated thereunder; there has been no "Reportable Event" as defined in Section 4043 of ERISA with respect to any Pension Plan that has not been waived by the Pension Benefit Guaranty Corporation; and each Pension Plan and each Plan which is intended to be a qualified plan under Section 401(a) of the Code has received, a favorable determination letter from the Internal Revenue Service.in