Common use of Employment Agreements and Benefits Clause in Contracts

Employment Agreements and Benefits. Exhibit 3.13 attached hereto is a true and complete list of all agreements relating to the compensation and other benefits of persons who are currently Employees, salesmen, consultants and other agents of Seller relating to the use of the Assets, the Contracts or the U.S. Display Business under which Seller has any continuing liability, including, without limitation, collective bargaining agreements and pension, retirement, bonus, stock option, profit sharing, health, disability, life insurance, hospitalization, education or other similar plans or arrangements (whether or not subject to ERISA), true copies of which have been delivered by Seller to Buyer. None of the agreements listed on Exhibit 3.13 will be breached by Seller’s execution, delivery and performance of this Agreement. Except as contemplated in Section 8.6 hereof, no such agreements require Buyer to assume any employment, compensation, fringe benefit, pension, profit sharing or deferred compensation agreement or plan in respect of any employee of Seller. Neither Seller nor any ERISA Affiliate has (i) contributed to, been required to contribute to, or maintained a "multiemployer plan" (as defined in ERISA Section 3(37) or 4001(a)(3)) or (ii) had any complete or partial withdrawal from any multiemployer plan that could result, directly or indirectly, in any withdrawal liability under Subtitle E of Title IV of ERISA that would become, on or after the Closing Date, an obligation or liability of Buyer. The provisions of each Employee Benefit Plan and the administration of each such plan are in all material respects in compliance with applicable Law, and Seller has not received any written notice alleging to the contrary with respect to any such plan. Except as set forth on Exhibit 3.13 attached hereto, there is no action, claim or demand of any kind (other than routine claims for benefits) that has been brought or, to the Knowledge of Seller, is proposed or threatened, against any Employee Benefit Plan or the assets thereof, or against the fiduciary of any such plan. Except as contemplated in Section 8.6 hereof, neither Seller nor any ERISA Affiliate has incurred (nor has any event occurred that could result in Seller or any ERISA Affiliate incurring) any liability in connection with any existing or previously existing Employee Benefit Plan that could become, on or after the Closing Date, an obligation or liability of Buyer. For purposes of this Section, "ERISA Affiliate" means any Affiliate of Seller, within the meaning of Section 414(b), 414(c), 414(m), or 414(o) of the Code, or Section 4001(b) of ERISA.

Employment Agreements and Benefits. Exhibit 3.13 Schedule 3.18 attached hereto is a true and complete list of all written agreements (or descriptions of any verbal agreements) relating to the compensation and other benefits of persons who are currently Employeespresent and former employees, salesmen, consultants and other agents of each of the Seller and Computer Technologies, Inc. (“CTI”) relating to the use of the Purchased Assets, the Assumed Contracts or the U.S. Display Business business of the Seller or CTI under which the Seller or CTI has any continuing liability, including, without limitation, collective bargaining agreements agreements, the Employee Benefit Plans and every other pension, retirement, bonus, stock option, profit sharing, health, disability, life insurance, hospitalization, education or other similar plans or arrangements (whether or not subject to ERISA), if any, true copies of which have been delivered by the Seller to the Buyer. None of the agreements listed on Exhibit 3.13 Schedule 3.18 will be breached by the Seller’s or Shareholder’s execution, delivery and performance of this Agreement. Except as contemplated in Section 8.6 hereofdescribed on Schedule 3.18, (i) no such agreements require the Buyer to assume any employment, compensation, fringe benefit, pension, profit sharing or deferred compensation agreement or plan in respect of any employee of Seller. Neither the Seller or CTI, and (ii) neither the Seller nor any ERISA Affiliate CTI contributes or has (i) contributed to, been required to contribute to, or maintained a "“multiemployer plan" ” (as defined in ERISA Section 3(37) or 4001(a)(3)) or (ii) had any complete or partial withdrawal from any multiemployer plan that could result, directly or indirectly, in any withdrawal liability under Subtitle E of Title IV of ERISA that would become, on or after the Closing Date, an obligation or liability of Buyer). The provisions of each Employee Benefit Plan and the administration of each such plan are in all material respects in compliance with applicable Law, and neither the Seller nor CTI has not received any written notice alleging to the contrary with respect to any such plan. Except as set forth on Exhibit 3.13 attached hereto, there There is no action, claim or demand of any kind (other than routine claims for benefits) that has been brought or, to the Knowledge of Sellerthe Seller and the Shareholder, is proposed or threatened, against any Employee Benefit Plan or the assets thereof, or against the fiduciary of any such plan. Except as contemplated in Section 8.6 hereof, neither Seller nor any ERISA Affiliate has incurred (nor has any event occurred that could result in Seller or any ERISA Affiliate incurring) any liability in connection with any existing or previously existing Employee Benefit Plan that could become, on or after the Closing Date, an obligation or liability of Buyer. For purposes of this Section, "ERISA Affiliate" means any Affiliate of Seller, within the meaning of Section 414(b), 414(c), 414(m), or 414(o) of the Code, or Section 4001(b) of ERISA.

Employment Agreements and Benefits. Exhibit 3.13 Schedule 3.17 attached hereto is a true and complete list of all agreements relating to the compensation and other benefits of persons who are currently Employeespresent and former employees, salesmen, consultants and other agents of Seller relating to the use of the Assets, the Contracts or the U.S. Display Business business of the Seller under which Seller has any continuing liability, including, without limitation, collective bargaining agreements agreements, the Employee Benefit Plans and pension, retirement, bonus, stock option, profit sharing, health, disability, life insurance, hospitalization, education or other similar plans or arrangements (whether or not subject to ERISA), true copies of which have been delivered by Seller to Buyer. None of the agreements listed on Exhibit 3.13 Schedule 3.17 will be breached by Seller’s 's execution, delivery and performance of this Agreement. Except as contemplated in Section 8.6 hereofset forth on Schedule 3.17, (i) no such agreements require Buyer to assume any employment, compensation, fringe benefit, pension, profit sharing or deferred compensation agreement or plan in respect of any employee of Seller. Neither , and (ii) Seller nor any ERISA Affiliate does not and has (i) not contributed to, been required to contribute to, or maintained a "multiemployer plan" (as defined in ERISA Section 3(37) or 4001(a)(3)) or (ii) had any complete or partial withdrawal from any multiemployer plan that could result, directly or indirectly, in any withdrawal liability under Subtitle E of Title IV of ERISA that would become, on or after the Closing Date, an obligation or liability of Buyer). The provisions of each Employee Benefit Plan and the administration of each such plan are in all material respects in compliance with applicable Law, and Seller has not received any written notice alleging to the contrary with respect to any such plan. Except as set forth on Exhibit 3.13 attached hereto, there There is no action, claim or demand of any kind (other than routine claims for benefits) that has been brought or, to the Knowledge of Seller, is proposed or threatened, against any Employee Benefit Plan or the assets thereof, or against the fiduciary of any such plan. Except as contemplated in Section 8.6 hereof, neither Seller nor any ERISA Affiliate has incurred (nor has any event occurred that could result in Seller or any ERISA Affiliate incurring) any liability in connection with any existing or previously existing Employee Benefit Plan that could become, on or after the Closing Date, an obligation or liability of Buyer. For purposes of this Section, "ERISA Affiliate" means any Affiliate of Seller, within the meaning of Section 414(b), 414(c), 414(m), or 414(o) of the Code, or Section 4001(b) of ERISA.