Common use of Employees; Employee Plans Clause in Contracts

Employees; Employee Plans. (a) Section 5.14(a) of the Disclosure Schedule contains: (i) a list of all employees or commission salespersons of either Seller who are associated with the Business as of the date hereof, including their respective hire dates, current job titles, and current annual or hourly compensation and/or commission rate, (ii) a list of the fringe benefits provided to such employees or commission salespersons; (iii) a list of all such employees or commission salespersons who have given notice to the Sellers of their intention to terminate their employment or commission salesperson relationship with either Seller; and (iv) a list of any increase, effective after December 31, 2016, in the rate of compensation of such employees or the commission rate of such commission salespersons.Except as otherwise provided in this Agreement, the execution of and consummation of the transactions contemplated by this Agreement do not constitute a triggering event under any Employee Plan or other arrangement or agreement which shall or may result in any payment, acceleration, vesting or increase in benefits to any employee or former employee of either Seller associated with the Business, except that the vesting of the options held by those of Sellers’ employees being terminated in connection with the transactions contemplated by this Agreement shall be accelerated in full, and the Sellers’ PTO liability to such employees will become payable upon such termination (which PTO liability shall be borne at the sole cost and expense of Sellers). (b) Neither Sellers nor any of their ERISA Affiliates maintains, participates in or contributes to, or has ever maintained, participated in or contributed to (i) an Employee Plan subject to Title IV of ERISA; (ii) a multiemployer plan within the meaning of Section 3(37) of ERISA; or (iii) an Employee Plan subject to the minimum funding standards of Section 412 of the Code or Section 302 of ERISA. No Purchased Asset is subject to any lien under Section 430(k) of the Code or Sections 303(k) or 4068 of ERISA or arising out of any action filed under Section 4301(b) of ERISA.

Employees; Employee Plans. (a) Schedule 3.11 to this Agreement contains a true and complete list of each "employee benefit plan" (within the meaning of Section 5.14(a3(3) of the Disclosure Schedule contains: Employee Retirement Income Security Act of 1974, as amended (i) a list "ERISA"), including, without limitation, multiemployer plans within the meaning of ERISA Section 3(37)), stock purchase, stock option, severance, employment, change-in-control, fringe benefit, welfare benefit, collective bargaining, bonus, incentive, deferred compensation and all employees other employee benefit plans, agreements, programs, policies or commission salespersons of either Seller who are associated with the Business as of the date hereofother arrangements, whether or not subject to ERISA (including their respective hire dates, current job titles, and current annual any funding mechanism therefor now in effect or hourly compensation and/or commission rate, (ii) a list of the fringe benefits provided to such employees or commission salespersons; (iii) a list of all such employees or commission salespersons who have given notice to the Sellers of their intention to terminate their employment or commission salesperson relationship with either Seller; and (iv) a list of any increase, effective after December 31, 2016, required in the rate of compensation of such employees or the commission rate of such commission salespersons.Except future as otherwise provided in this Agreement, the execution of and consummation a result of the transactions contemplated by this Agreement do not constitute a triggering event or the Related Agreements or otherwise), whether formal or informal, oral or written, under any Employee Plan or other arrangement or agreement which shall or may result in any payment, acceleration, vesting or increase in benefits to any employee or former employee of either Seller associated with the BusinessCompany or any Company Subsidiary has any present or future right to benefits or under which the Company has any present or future liability. All such plans, except that the vesting of the options held by those of Sellers’ employees being terminated in connection with the transactions contemplated by this Agreement agreements, programs, policies and arrangements shall be accelerated in full, and collectively referred to as the Sellers’ PTO liability to such employees will become payable upon such termination (which PTO liability shall be borne at the sole cost and expense of Sellers)"Company Plans". (b) Neither Sellers nor any of their ERISA Affiliates maintainsWith respect to each Company Plan, participates in the Company has delivered or contributes tomade available to Playboy a current, or has ever maintainedaccurate and complete copy (or, participated in or contributed to the extent no such copy exists, an accurate description) thereof and, to the extent applicable: (i) an Employee Plan subject to Title IV of ERISAany related trust agreement or other funding instrument; (ii) the most recent determination letter, if applicable; (iii) any summary plan description and other written communications (or a multiemployer description of any oral communications) by the Company or any Company Subsidiary to its employees concerning the extent of the benefits provided under a Company Plan; and (iv) for the three most recent years (A) the Form 5500 and attached schedules, (B) audited financial statements, (C) actuarial valuation reports and (D) attorneys' response or responses to an auditor's request for information. (c) Except as disclosed on Schedule 3.11 to this Agreement, (i) each Company Plan has been established and administered in all material respects (A) in accordance with its terms, and (B) in compliance with the applicable provisions of ERISA, the Code and other applicable laws, rules and regulations; (ii) each Company Plan which is intended to be qualified within the meaning of Code Section 401(a) is so qualified and has received a favorable determination letter as to its qualification, and, to the Company's knowledge, nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification; (iii) for each Company Plan that is a "welfare plan" within the meaning of ERISA Section 3(1), neither the Company nor any Company Subsidiary has nor will have any material liability or obligation under any plan which provides medical or death benefits with respect to current or former employees of the Company beyond their termination of employment (other than coverage mandated by law); (iv) to the Company's knowledge, no event has occurred and no condition exists that would subject the Company, either directly or by reason of its affiliation with any Commonly Controlled Entity (as defined below), to any material tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable laws, rules and regulations; (v) for each Company Plan with respect to which a Form 5500 has been filed, no change has occurred with respect to the matters covered by the most recent Form since the date thereof other than such change as would not be reasonably likely to result in a material liability to the Company; and (vi) no "reportable event" (as such term is defined in ERISA Section 4043), "prohibited transaction" (as such term is defined in ERISA Section 406 and Code Section 4975) or "accumulated funding deficiency" (as such term is defined in ERISA Section 302 and Code Section 412 (whether or not waived)) has occurred with respect to any Company Plan. For the purposes of this Section 3.11, "Commonly Controlled Entity" means any entity (whether or not incorporated) other than the Company that, together with the Company, is or was a member of a controlled group of corporations or organizations within the meaning of Section 3(37) of ERISA; or (iii) an Employee Plan subject to the minimum funding standards of Section 412 of the Code or Section 302 of ERISA. No Purchased Asset is subject to any lien under Section 430(k414(b) of the Code Code, of a group of trades or Sections 303(k) or 4068 businesses under common control within the meaning of ERISA or arising out of any action filed under Section 4301(b414(c) of ERISAthe Code, or of an affiliated service group within the meaning of Section 414(m) of the Code.

Employees; Employee Plans. (a) None of the Partnership Entities has, nor since February 9, 2001 has had, any employees. (b) Except as disclosed on Schedule 2.19(b)(i), none of the Partnership Entities sponsors, maintains or contributes to or has an obligation (secondary, contingent or otherwise) to contribute to and at any time during the past five years has sponsored, maintained or contributed to or has had an obligation to contribute to, any "employee benefit plan," as defined under Section 5.14(a3(3) of the Disclosure Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any other bonus, pension, stock option, stock purchase, benefit, welfare, profit-sharing, retirement, disability, vacation, severance, hospitalization, insurance, incentive, deferred compensation and other similar fringe or employee benefit plans, funds, programs or arrangements, whether written or oral ("EMPLOYEE PLANS") (such Employee Plans listed on Schedule contains: (i2.19(b)(i) being the "PARTNERSHIP PLANS"). Each of the Partnership Plans is maintained or sponsored solely by one or more of the Partnership Entities. Schedule 2.19(b)(ii) sets forth a true and complete list of all employees Employee Plans, other than Partnership Plans, which cover, are maintained for the benefit of, or commission salespersons relate to any or all Business Employees (as defined below) (the "SELLER PLANS"). (c) Each Partnership Plan and Seller Plan has been maintained and operated in material compliance with its terms, the requirements of either applicable law, including the Code and ERISA, and each Seller who are associated with Plan intended to be "qualified" within the meaning of Section 401(a) of the Code is qualified and has received a favorable determination letter from the IRS that covers all amendments required by applicable law to have been made to such plan as of the Closing Date or has timely filed an application to receive a favorable determination letter as to such qualified status. (d) No Partnership Plan is subject to ERISA and no Seller Plan covering Business Employees is a multiemployer plan, as defined in Section 3(37) of ERISA. (e) As of the date hereof, the Partnership Entities do not have any liability, including their respective hire datessecondary liability, current job titlesunder Title IV of ERISA with respect to any plan, and current annual including, without limitation, any Seller Plan nor any liability under Section 302 of ERISA or hourly compensation and/or commission rate, Section 412 of the Code. (iif) Schedule 2.19(f)(i) sets forth a list showing the names of the fringe benefits provided to such active employees of the Selling Parties or commission salespersons; their Affiliates who spend fifty percent (iii50%) a list of all such employees or commission salespersons who have given notice to the Sellers more of their intention to terminate their employment business time engaged in, or commission salesperson relationship with either Seller; and (iv) a list in activities related to, the business and/or affairs of any increase, effective after December 31, 2016, in of the rate of compensation Partnership Entities (the "BUSINESS EMPLOYEES") and showing which of such employees or regularly devote substantially all of their business time to the commission rate business and/or affairs of such commission salespersons.the Partnership Entities. Except as otherwise provided in this Agreementset forth on Schedule 2.19(f)(ii), there are no contracts, agreements, plans or arrangements covering any Business Employee with "change of control" or similar provisions that would be triggered as a result of the execution consummation of and consummation any of the transactions contemplated by this Agreement do not constitute a triggering event Agreement. None of the Business Employees is obligated under any Employee Plan contract (including licenses, covenants or commitments of any nature) or other arrangement agreement with any Selling Party, any Partnership Entity, Parent or agreement which shall any other subsidiary of Parent, or may result in any paymentto the Knowledge of the Selling Parties, acceleration, vesting or increase in benefits subject to any employee judgment, decree or former employee order of either Seller associated any court or administrative agency, that would interfere with the Business, except that use of such employee's efforts to promote the vesting interests of the options held Partnership Entities or Buyer or that would conflict with the business of any of the Partnership Entities as presently conducted. None of Parent, the Selling Parties nor any of the Partnership Entities has received notice from any officer or key Business Employee or group of Business Employees, that such person(s) intends to terminate their employment. (g) An Affiliate of the Selling Parties is a party to an amended collective bargaining agreement with the Paper, Allied-Industrial, Chemical, and Energy Workers International Union ("PACE") and with PACE Local 5-348 with respect to certain Business Employees as set forth on Schedule 2.19(g)(i), including all existing memorandums of agreement related thereto (collectively, the "PACE COLLECTIVE BARGAINING AGREEMENT"), a copy of which has been furnished to the Buyer. Except as disclosed on Schedule 2.19(g)(i), none of the Business Employees is covered by those of Sellers’ employees being terminated any collective bargaining agreement with respect to services performed in connection with the transactions contemplated by this Agreement shall be accelerated business or operations of any of the Partnership Entities and, except as disclosed in fullSchedule 2.19(g)(ii), and to the Sellers’ PTO liability Knowledge of the Selling Parties, there are not any union organizing efforts underway with respect to any such employees will become payable upon such termination (which PTO liability shall be borne at the sole cost and expense of Sellers)employees. (bh) Neither Sellers nor Each Partnership Plan may be unilaterally terminated by a Partnership Entity at any of their ERISA Affiliates maintainstime without liability to any Person, participates in or contributes to, or has ever maintained, participated in or contributed to (i) an Employee Plan subject to Title IV of ERISA; (ii) a multiemployer plan within except as provided under the meaning of Section 3(37) of ERISA; or (iii) an Employee Plan subject to the minimum funding standards of Section 412 terms of the Code or Section 302 of ERISA. No Purchased Asset is subject to any lien under Section 430(k) of the Code or Sections 303(k) or 4068 of ERISA or arising out of any action filed under Section 4301(b) of ERISAaffected plan.

Employees; Employee Plans. (a) None of the Partnership Entities has, nor since February 9, 2001 has had, any employees. (b) Except as disclosed on Schedule 2.19(b)(i), none of the Partnership Entities sponsors, maintains or contributes to or has an obligation (secondary, contingent or otherwise) to contribute to and at any time during the past five years has sponsored, maintained or contributed to or has had an obligation to contribute to, any “employee benefit plan,” as defined under Section 5.14(a3(3) of the Disclosure Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or any other bonus, pension, stock option, stock purchase, benefit, welfare, profit-sharing, retirement, disability, vacation, severance, hospitalization, insurance, incentive, deferred compensation and other similar fringe or employee benefit plans, funds, programs or arrangements, whether written or oral (“Employee Plans”) (such Employee Plans listed on Schedule contains: (i2.19(b)(i) being the “Partnership Plans”). Each of the Partnership Plans is maintained or sponsored solely by one or more of the Partnership Entities. Schedule 2.19(b)(ii) sets forth a true and complete list of all employees Employee Plans, other than Partnership Plans, which cover, are maintained for the benefit of, or commission salespersons relate to any or all Business Employees (as defined below) (the “Seller Plans”). (c) Each Partnership Plan and Seller Plan has been maintained and operated in material compliance with its terms, the requirements of either applicable law, including the Code and ERISA, and each Seller who are associated with Plan intended to be “qualified” within the meaning of Section 401(a) of the Code is qualified and has received a favorable determination letter from the IRS that covers all amendments required by applicable law to have been made to such plan as of the Closing Date or has timely filed an application to receive a favorable determination letter as to such qualified status. (d) No Partnership Plan is subject to ERISA and no Seller Plan covering Business Employees is a multiemployer plan, as defined in Section 3(37) of ERISA. (e) As of the date hereof, the Partnership Entities do not have any liability, including their respective hire datessecondary liability, current job titlesunder Title IV of ERISA with respect to any plan, and current annual including, without limitation, any Seller Plan nor any liability under Section 302 of ERISA or hourly compensation and/or commission rate, Section 412 of the Code. (iif) Schedule 2.19(f)(i) sets forth a list showing the names of the fringe benefits provided to such active employees of the Selling Parties or commission salespersons; their Affiliates who spend fifty percent (iii50%) a list of all such employees or commission salespersons who have given notice to the Sellers more of their intention to terminate their employment business time engaged in, or commission salesperson relationship with either Seller; and (iv) a list in activities related to, the business and/or affairs of any increase, effective after December 31, 2016, in of the rate of compensation Partnership Entities (the “Business Employees”) and showing which of such employees or regularly devote substantially all of their business time to the commission rate business and/or affairs of such commission salespersons.the Partnership Entities. Except as otherwise provided in this Agreementset forth on Schedule 2.19(f)(ii), there are no contracts, agreements, plans or arrangements covering any Business Employee with “change of control” or similar provisions that would be triggered as a result of the execution consummation of and consummation any of the transactions contemplated by this Agreement do not constitute a triggering event Agreement. None of the Business Employees is obligated under any Employee Plan contract (including licenses, covenants or commitments of any nature) or other arrangement agreement with any Selling Party, any Partnership Entity, Parent or agreement which shall any other subsidiary of Parent, or may result in any paymentto the Knowledge of the Selling Parties, acceleration, vesting or increase in benefits subject to any employee judgment, decree or former employee order of either Seller associated any court or administrative agency, that would interfere with the Business, except that use of such employee’s efforts to promote the vesting interests of the options held Partnership Entities or Buyer or that would conflict with the business of any of the Partnership Entities as presently conducted. None of Parent, the Selling Parties nor any of the Partnership Entities has received notice from any officer or key Business Employee or group of Business Employees, that such person(s) intends to terminate their employment. (g) An Affiliate of the Selling Parties is a party to an amended collective bargaining agreement with the Paper, Allied-Industrial, Chemical, and Energy Workers International Union (“PACE”) and with PACE Local 5-348 with respect to certain Business Employees as set forth on Schedule 2.19(g)(i), including all existing memorandums of agreement related thereto (collectively, the “PACE Collective Bargaining Agreement”), a copy of which has been furnished to the Buyer. Except as disclosed on Schedule 2.19(g)(i), none of the Business Employees is covered by those of Sellers’ employees being terminated any collective bargaining agreement with respect to services performed in connection with the transactions contemplated by this Agreement shall be accelerated business or operations of any of the Partnership Entities and, except as disclosed in fullSchedule 2.19(g)(ii), and to the Sellers’ PTO liability Knowledge of the Selling Parties, there are not any union organizing efforts underway with respect to any such employees will become payable upon such termination (which PTO liability shall be borne at the sole cost and expense of Sellers)employees. (bh) Neither Sellers nor Each Partnership Plan may be unilaterally terminated by a Partnership Entity at any of their ERISA Affiliates maintainstime without liability to any Person, participates in or contributes to, or has ever maintained, participated in or contributed to (i) an Employee Plan subject to Title IV of ERISA; (ii) a multiemployer plan within except as provided under the meaning of Section 3(37) of ERISA; or (iii) an Employee Plan subject to the minimum funding standards of Section 412 terms of the Code or Section 302 of ERISA. No Purchased Asset is subject to any lien under Section 430(k) of the Code or Sections 303(k) or 4068 of ERISA or arising out of any action filed under Section 4301(b) of ERISAaffected plan.

Employees; Employee Plans. (a) Section 5.14(a) As of the Disclosure Closing Date, (i) none of the Subject Employees is employed pursuant to the terms of any collective bargaining agreements or other Contract with a labor union and (ii) no union, to the knowledge of Holdings, is attempting to organize as the exclusive bargaining representative of any Subject Employee. Each Holdings’ Company is, and has been since January 1, 2020, in compliance in all material respects with all applicable Laws relating to labor and employment, including but not limited to wage and hour matters and the payment and withholding of taxes. (b) Schedule contains3.6(b) contains a list of each material Benefit Plan. With respect to each Benefit Plan listed on Schedule 3.6(b), true and complete copies of the following have been made available to EVA, to the extent applicable: (i) a list of all employees or commission salespersons of either Seller who are associated with the Business as of the date hereof, plan document (including their respective hire dates, current job titles, and current annual or hourly compensation and/or commission rateany amendments), (ii) a list written description of the fringe benefits provided to such employees or commission salespersons; all material terms for any unwritten Benefit Plan, (iii) a list the summary plan description and any current summary of all such employees or commission salespersons who have given notice to the Sellers of their intention to terminate their employment or commission salesperson relationship with either Seller; and material modification, (iv) a list of any increaserelated trust or funding agreement, effective after December 31(v) the most recent IRS determination letter (or opinion letter, 2016if applicable), in (vi) the rate of compensation of such employees or most recently filed Form 5500, (vii) the commission rate of such commission salespersons.Except as otherwise provided in this Agreementmost recently completed financial statement, the execution of actuarial report and consummation of the transactions contemplated by this Agreement do not constitute a triggering event under any Employee Plan or other arrangement or agreement which shall or may result in any paymentnon-discrimination testing results, acceleration, vesting or increase in benefits to any employee or former employee of either Seller associated with the Business, except that the vesting of the options held by those of Sellers’ employees being terminated in connection with the transactions contemplated by this Agreement shall be accelerated in fullif applicable, and the Sellers’ PTO liability to such employees will become payable upon such termination (which PTO liability shall be borne at the sole cost and expense of Sellers)viii) all non-routine filings made with any Governmental Entities. (bc) Neither Sellers Since January 1, 2020, all material contributions required to be made under the terms of any of the Benefit Plans as of the Closing Date have been timely made or, if not yet due, have been properly accrued. Each Holdings’ Company has operated and administered each Benefit Plan in material compliance with all applicable laws, including ERISA and the Code. (d) No Holdings’ Company nor any of their ERISA Affiliates maintains, participates in Affiliate has any liability (whether absolute or contributes contingent) with respect to, or has ever maintainedand no Benefit Plan is subject to, participated in or contributed to (i) an Employee Plan subject to Title IV of ERISA (including a “multiemployer plan” (as defined in Section 3(37) of ERISA; )), Section 302 of ERISA or Section 412 of the Code. No Benefit Plan is a “multiple employer plan” (ii) a multiemployer plan within the meaning of Section 3(37210 of ERISA or Section 413(c) of the Code) or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA; ). (e) Neither the negotiation or execution of this Agreement, nor the consummation of the Transaction would (i) result in any material payment (including severance, unemployment compensation, golden parachute, bonus, or otherwise) becoming due under any Benefit Plan, (ii) materially increase any benefits under any Benefit Plan, (iii) an Employee Plan subject to result in the minimum funding standards of Section 412 acceleration of the Code time of payment, funding, or Section 302 vesting of ERISA. No Purchased Asset is subject any material payments or other material benefits or give rise to any lien additional service credits under any Benefit Plan, or (iv) result in any “disqualified individual” receiving payments or benefits characterized as “excess parachute payments” (both terms as defined within Section 430(k) 280G of the Code or Sections 303(k) or 4068 of ERISA or arising out of any action filed under Section 4301(b) of ERISACode).

Employees; Employee Plans. (a) None of the Partnership Entities has, nor since February 9, 2001 has had, any employees. (b) Except as disclosed on Schedule 2.19(b)(i), none of the Partnership Entities sponsors, maintains or contributes to or has an obligation (secondary, contingent or otherwise) to contribute to and at any time during the past five years has sponsored, maintained or contributed to or has had an obligation to contribute to, any "employee benefit plan," as defined under Section 5.14(a3(3) of the Disclosure Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any other bonus, pension, stock option, stock purchase, benefit, welfare, profit-sharing, retirement, disability, vacation, severance, hospitalization, insurance, incentive, deferred compensation and other similar fringe or employee benefit plans, funds, programs or arrangements, whether written or oral ("EMPLOYEE PLANS") (such Employee Plans listed on Schedule contains: (i2.19(b)(i) being the "PARTNERSHIP PLANS"). Each of the Partnership Plans is maintained or sponsored solely by one or more of the Partnership Entities. Schedule 2.19(b)(ii) sets forth a true and complete list of all employees Employee Plans, other than Partnership Plans, which cover, are maintained for the benefit of, or commission salespersons relate to any or all Business Employees (as defined below) (the "SELLER PLANS"). (c) Each Partnership Plan and Seller Plan has been maintained and operated in material compliance with its terms, the requirements of either applicable law, including the Code and ERISA, and each Seller who are associated with Plan intended to be "qualified" within the meaning of Section 401(a) of the Code is qualified and has received a favorable determination letter from the IRS that covers all amendments required by applicable law to have been made to such plan as of the Closing Date or has timely filed an application to receive a favorable determination letter as to such qualified status. (d) No Partnership Plan is subject to ERISA and no Seller Plan covering Business Employees is a multiemployer plan, as defined in Section 3(37) of ERISA. (e) As of the date hereof, the Partnership Entities do not have any liability, including their respective hire datessecondary liability, current job titlesunder Title IV of ERISA with respect to any plan, and current annual including, without limitation, any Seller Plan nor any liability under Section 302 of ERISA or hourly compensation and/or commission rate, Section 412 of the Code. (iif) Schedule 2.19(f)(i) sets forth a list showing the names of the fringe benefits provided to such active employees of the Selling Parties or commission salespersons; their Affiliates who spend fifty percent (iii50%) a list of all such employees or commission salespersons who have given notice to the Sellers more of their intention to terminate their employment business time engaged in, or commission salesperson relationship with either Seller; and (iv) a list in activities related to, the business and/or affairs of any increase, effective after December 31, 2016, in of the rate of compensation Partnership Entities (the "BUSINESS EMPLOYEES") and showing which of such employees or regularly devote substantially all of their business time to the commission rate business and/or affairs of such commission salespersons.the Partnership Entities. Except as otherwise provided in this Agreementset forth on Schedule 2.19(f)(ii), there are no contracts, -18- agreements, plans or arrangements covering any Business Employee with "change of control" or similar provisions that would be triggered as a result of the execution consummation of and consummation any of the transactions contemplated by this Agreement do not constitute a triggering event Agreement. None of the Business Employees is obligated under any Employee Plan contract (including licenses, covenants or commitments of any nature) or other arrangement agreement with any Selling Party, any Partnership Entity, Parent or agreement which shall any other subsidiary of Parent, or may result in any paymentto the Knowledge of the Selling Parties, acceleration, vesting or increase in benefits subject to any employee judgment, decree or former employee order of either Seller associated any court or administrative agency, that would interfere with the Business, except that use of such employee's efforts to promote the vesting interests of the options held Partnership Entities or Buyer or that would conflict with the business of any of the Partnership Entities as presently conducted. None of Parent, the Selling Parties nor any of the Partnership Entities has received notice from any officer or key Business Employee or group of Business Employees, that such person(s) intends to terminate their employment. (g) An Affiliate of the Selling Parties is a party to an amended collective bargaining agreement with the Paper, Allied-Industrial, Chemical, and Energy Workers International Union ("PACE") and with PACE Local 5-348 with respect to certain Business Employees as set forth on Schedule 2.19(g)(i), including all existing memorandums of agreement related thereto (collectively, the "PACE COLLECTIVE BARGAINING AGREEMENT"), a copy of which has been furnished to the Buyer. Except as disclosed on Schedule 2.19(g)(i), none of the Business Employees is covered by those of Sellers’ employees being terminated any collective bargaining agreement with respect to services performed in connection with the transactions contemplated by this Agreement shall be accelerated business or operations of any of the Partnership Entities and, except as disclosed in fullSchedule 2.19(g)(ii), and to the Sellers’ PTO liability Knowledge of the Selling Parties, there are not any union organizing efforts underway with respect to any such employees will become payable upon such termination (which PTO liability shall be borne at the sole cost and expense of Sellers)employees. (bh) Neither Sellers nor Each Partnership Plan may be unilaterally terminated by a Partnership Entity at any of their ERISA Affiliates maintainstime without liability to any Person, participates in or contributes to, or has ever maintained, participated in or contributed to (i) an Employee Plan subject to Title IV of ERISA; (ii) a multiemployer plan within except as provided under the meaning of Section 3(37) of ERISA; or (iii) an Employee Plan subject to the minimum funding standards of Section 412 terms of the Code or Section 302 of ERISA. No Purchased Asset is subject to any lien under Section 430(k) of the Code or Sections 303(k) or 4068 of ERISA or arising out of any action filed under Section 4301(b) of ERISAaffected plan.