Common use of Employment and Employee Benefits Matters Clause in Contracts

Employment and Employee Benefits Matters. (a) Section 4.13(a) of the Disclosure Letter sets forth a true and complete list of each person who is a Business Employee (other than those employed by the Company or any Transferred Company) as of the date hereof. (b) Section 4.13(b) of the Disclosure Letter sets forth a true and complete list of each material Company Plan and material Parent Plan. “Company Plan” shall mean each “employee benefit plan” (within the meaning of section 3(3) of ERISA, whether or not subject to ERISA) and each employment, consulting, retirement, welfare benefit, incentive compensation, bonus, change of control bonus, retention, pension, post-employment welfare, stock option, stock purchase, restricted stock, restricted stock unit, phantom equity, equity compensation, deferred compensation, severance or other material benefit or compensation plan, program, policy, arrangement or agreement (other than any governmental plan or arrangement maintained by a Governmental Authority that provides statutorily required benefits), in each case, that is sponsored, maintained, or contributed to by the Company or any Transferred Company or to which the Company or any Transferred Company will have any Liability after the Closing. “Parent Plan” shall mean each “employee benefit plan” (within the meaning of section 3(3) of ERISA, whether or not subject to ERISA) and each employment, consulting, retirement, welfare benefit, incentive compensation, bonus, change of control bonus, retention, pension, post-employment welfare, stock option, stock purchase, restricted stock, restricted stock unit, phantom equity, equity compensation, deferred compensation, severance or other material benefit or compensation plan, program, policy, arrangement or agreement (other than any governmental plan or arrangement maintained by a Governmental Authority that provides statutorily required benefits) that is sponsored, maintained or contributed to by Parent or any of its Affiliates (other than the Company or any Transferred Company) with respect to any Business Employee (collectively, the Company Plans and Parent Plans, the “Employee Plans”).

Employment and Employee Benefits Matters. (a) Section 4.13(a3.15(a) of the Disclosure Letter Schedule sets forth (i) a true and complete list of each person who is a Business Employee (other than those employed by the Company or any Transferred Company) as of the date hereof. (b) Section 4.13(b) of the Disclosure Letter sets forth a true and complete list of each material Company Plan and material Parent Plan. “Company Plan” shall mean each “all employee benefit plan” plans (within the meaning of section Section 3(3) of ERISA, whether or not subject to ERISA) and each employment, consulting, retirement, welfare benefit, incentive compensation, all bonus, change of control bonus, retention, pension, post-employment welfare, stock option, stock purchase, restricted stock, restricted stock unit, phantom equity, equity compensationincentive, deferred compensation, retiree health or life insurance, supplemental retirement, severance or other material benefit plans, programs or compensation plan, program, policy, arrangement or agreement (other than any governmental plan or arrangement maintained by a Governmental Authority that provides statutorily required benefits), in each casearrangements, that is sponsored, are maintained, or contributed to or sponsored by the Company or any Transferred Affiliate of the Company for the benefit of any employee of RMS, the Company or its Subsidiaries employed in their United States operations, (ii) a list of all individual employment, retention, termination, severance or other similar contracts or agreements pursuant to which the Company or its Subsidiaries or in the case of expatriates, GE International, Inc., currently has any Transferred Company will have any Liability after the Closing. “Parent Plan” shall mean each “employee benefit plan” (within the meaning of section 3(3) of ERISA, whether or not subject to ERISA) and each employment, consulting, retirement, welfare benefit, incentive compensation, bonus, change of control bonus, retention, pension, post-employment welfare, stock option, stock purchase, restricted stock, restricted stock unit, phantom equity, equity compensation, deferred compensation, severance or other material benefit or compensation plan, program, policy, arrangement or agreement (other than any governmental plan or arrangement maintained by a Governmental Authority that provides statutorily required benefits) that is sponsored, maintained or contributed to by Parent or any of its Affiliates (other than the Company or any Transferred Company) obligation with respect to any Business Employee (collectivelyemployee of RMS, the Company Plans or its Subsidiaries or GE International, Inc. employed in its United States operations (the plans, programs, arrangements, contracts and Parent Plans, agreements described in clauses (i) and (ii) above are hereinafter referred to as the “Employee Plans”), (iii) an identification of all employees of RMS, the Company and its Subsidiaries and all employees of GE or its Subsidiaries who are assigned full-time and part-time to the Company who are actively employed as of June 21, 2002, (iv) an identification of all employees of RMS, the Company and its Subsidiaries and all employees of GE or its Subsidiaries who are assigned full-time to the Company located in the United States who are receiving short-term or long-term disability benefits as of June 21, 2002 and (v) an identification of all employees of RMS, the Company and its Subsidiaries and all employees of GE or its Subsidiaries who as of June 21, 2002 are assigned full-time to the Company located in the United States who have rights of employment on return from any leave. Except as set forth in Section 3.15(a) of the Disclosure Schedule, each Employee Plan is in writing and the GE Parties have previously made available to the Acquiror (A) all current plan documents for each Employee Plan, (B) determination letters from the IRS with respect to any Employee Plan, (C) all current summary plan descriptions and summaries of material modifications and (D) any other material documents relating to any Employee Plan requested by the Acquiror. Notwithstanding the foregoing, Section 3.15(a) of the Disclosure Schedule does not set forth those specific individual retention agreements with any employee of the Company in its United States operations for which the GE Parties will retain liability. (b) None of the Employee Plans is a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer plan (within the meaning of Section 4001(a)(15) of ERISA) for which RMS or the Company would reasonably be expected to incur liability under Section 4063 or 4064 of ERISA. (c) Each Employee Plan is now and for the past three years has been operated in all material respects in accordance with the requirements of all applicable Laws, including ERISA and the Code. Each Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS that it is so qualified, and each related trust that is intended to be exempt from federal income tax pursuant to Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and no fact or event has occurred since the date of such determination letter that would reasonably be expected to adversely affect such qualification or exemption, as the case may be. (d) With respect to each Employee Plan, neither the GE Parties nor the Company is currently liable for any material tax arising under Section 4971, 4972, 4975, 4979, 4980 or 4980B of the Code, and no fact or event exists that would give rise to any such material tax liability. Neither RMS nor the Company has incurred any material liability under or arising out of Title IV of ERISA (other than any liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), and no fact or event exists that would reasonably be expected to result in such a liability. None of the Assets is the subject of any Lien arising under Section 302(f) of ERISA or Section 412(n) of the Code and neither RMS nor the Company has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code with respect to any Employee Plan, and no fact or event exists that would reasonably be expected to give rise to any such Lien or requirement to post any such security. (e) For purposes of this Agreement, the term “Foreign Plan” refers to each plan, agreement, arrangement or understanding that is subject to or governed by the Laws of any jurisdiction other than the United States and that would have been treated as an Employee Plan had it been a United States plan, agreement, arrangement or understanding. With respect to each Foreign Plan: (i) all material amounts required to be reserved under each book reserved Foreign Plan have been so reserved in accordance with all generally accepted accounting practices prevailing in the country where such Foreign Plan is established; (ii) each Foreign Plan required to be registered with a Governmental Authority has been registered, has been maintained in good standing with the appropriate Governmental Authorities, and has been maintained and operated in all material respects in accordance with its terms and is and for the past three years has been in material compliance with all applicable Law; (iii) in the case of any Foreign Plan that is described in Section 4(b)(ii) of Exhibit B hereto, the fair market value of the assets of each such funded Foreign Plan that is a defined benefit pension plan (or termination indemnity plan), together with any accrued contributions and applicable book reserve, is sufficient to procure or provide for the liability for accrued benefits in all material respects with respect to those current and former employees of the Company and its Subsidiaries that participate in such Foreign Plan according to the generally accepted country and plan-specific actuarial or other applicable assumptions and valuations most recently used to determine employer contributions to or the funded status of such Foreign Plans; (iv) all material contributions required to be made to such Foreign Plan have been timely made; and (v) there are no actions, suits or claims pending or, to the Knowledge of the GE Parties, threatened. (f) Except as set forth in Section 3.15(f) of the Disclosure Schedule, there are no material controversies pending, or to the Knowledge of the GE Parties, threatened, between RMS, the Company or any of its Subsidiaries and any of their respective employees. (g) Except as set forth in Section 3.15(g) of the Disclosure Schedule, (i) neither the Company nor its Subsidiaries is a party to or bound by any union contract, or collective bargaining agreement, (ii) neither RMS, the Company nor its Subsidiaries has agreed to recognize any union or other collective bargaining unit, and (iii) no union or collective bargaining unit has been certified as representing the employees of RMS, the Company or any of its Subsidiaries to the Knowledge of the GE Parties, and no organizational attempt has been made or threatened by or on behalf of any labor union or collective bargaining unit with respect to any employees of RMS, the Company or any of its Subsidiaries. (h) With respect to each group health plan benefiting any current or former employee of the Company or any member of the Controlled Group (as defined below) that is subject to Section 4980B of the Code, the Company and each member of the Controlled Group has complied in all material respects with the continuation coverage requirements of Section 4980B of the Code and Part 6 of Subtitle B of the Title I of ERISA. For purposes of this Agreement, the “Controlled Group” shall mean the Company and any trade or business (whether or not incorporated) (A) under common control within the meaning of Section 4001(b)(1) of ERISA with the Company or (B) which, together with the Company, is treated as a single employer under Section 414(t) of the Code.

Employment and Employee Benefits Matters. (a) Section 4.13(a3.14(a) of the Disclosure Letter sets forth a true and complete list of each person who is a Business Employee (other than those employed by the Company or any Transferred Company) as of the date hereof. (b) Section 4.13(b) of the Disclosure Letter sets forth a true and complete list of each material Company Plan and material Parent Plan. “Company Plan” shall mean each “employee benefit plan” (within the meaning of section 3(3) of ERISA), whether or not subject to ERISA) , and each material employment, consulting, retirement, welfare benefit, incentive compensation, bonus, change of control bonus, retention, pension, post-employment welfare, stock option, stock purchase, restricted stock, restricted stock unit, phantom equity or other equity or equity, equity -based compensation, deferred compensation, severance or other material employee benefit or compensation plan, program, policy, arrangement program or agreement (other than any governmental plan or arrangement maintained by a Governmental Authority that provides arrangement, or statutorily required benefits), in each case, that is sponsored, maintained, either (i) sponsored or contributed to maintained by the Transferred Companies (the “Company Plans”) or any Transferred Company (ii) sponsored or to which the Company or any Transferred Company will have any Liability after the Closing. “Parent Plan” shall mean each “employee benefit plan” (within the meaning of section 3(3) of ERISA, whether or not subject to ERISA) and each employment, consulting, retirement, welfare benefit, incentive compensation, bonus, change of control bonus, retention, pension, post-employment welfare, stock option, stock purchase, restricted stock, restricted stock unit, phantom equity, equity compensation, deferred compensation, severance or other material benefit or compensation plan, program, policy, arrangement or agreement (other than any governmental plan or arrangement maintained by a Governmental Authority that provides statutorily required benefits) that is sponsored, maintained or contributed to by Parent or any of its Affiliates (other than the Company or any Transferred CompanyCompanies) with respect to any Business Employee (collectivelythe “Parent Plans” and, collectively with the Company Plans and Parent Plans, the “Employee Plans”). Section 3.14(a) of the Disclosure Letter separately identifies each Employee Plan that is not subject to United States Law in which any Business Employees or any current or former employees, individual independent contractors or directors of the Transferred Companies who are located outside of the United States participate or have any right to benefits thereunder (each, a “Foreign Benefit Plan”) and the non-U.S. jurisdiction applicable to each Foreign Benefit Plan. (b) With respect to each Company Plan, Parent has made available to Buyer true and complete copies of the following documents to the extent applicable: (i) each Company Plan and all amendments thereto and (ii) any trust agreement, any insurance contracts or other funding arrangements with respect to such plan. (c) No Employee Plan is a “employee pension benefit plan” (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA (including any “multiemployer plan” within the meaning of Section (3)(37) of ERISA). None of the Transferred Companies has any Liability under Title IV of ERISA that would reasonably be expected to become a Liability of Buyer or any of its Affiliates following the Closing. There are no material unfunded obligations under any Employee Plan providing welfare benefits after termination of employment to any Business Employee, or, solely with respect to any Company Plan, any former employee of the Transferred Companies (or, in each case, to any beneficiary of any such employee), excluding continuation of health coverage required to be continued under Section 4980B of the Code or other applicable Laws. (d) Each Employee Plan has been established, maintained and operated in accordance with its terms and the requirements of all applicable Laws, except for non-compliance which has not had and would not reasonably be expected to have a Material Adverse Effect. (e) There are no material claims or causes of action pending or, to the Knowledge of Parent, threatened in writing during the one (1) year prior to the date of this Agreement against any Transferred Company in connection with any Company Plan. As of the date hereof, none of the Transferred Companies is engaged or involved in any claim or legal proceedings brought by or on behalf of any of the Business Employees and, to the Knowledge of Parent, (i) no such claims or proceedings have been threatened in writing during the one (1) year prior to the date of this Agreement and (ii) no circumstances exist that will, or would reasonably be likely to, give rise to such claims or proceedings, except for such claims or proceedings that have not had and would not reasonably be expected to have a Material Adverse Effect. (f) Each Employee Plan that is intended to be tax qualified under Section 401(a) of the Code is so qualified and has received, is covered by or has applied for a favorable determination or opinion letter from the IRS, and any trusts intended to be exempt from federal income taxation under the Code are so exempt. (g) Except as required by applicable Law, none of the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement (alone or in conjunction with any other event) will (i) entitle any Business Employee to any compensation or benefit (or increase thereto) or (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits with respect to any Business Employee under any Employee Plan. (h) Section 3.14(h) of the Disclosure Letter accurately sets forth a true and complete list as at the date of this Agreement of each collective bargaining agreement, enterprise agreement or other labor union contract or agreement applicable to Business Employees . Since August 1, 2017, no labor union, works council, other labor organization, or group of Business Employees or former employees of the Transferred Companies has made a demand for recognition, and there are no representation proceedings presently pending or threatened in writing to be brought or filed with any labor relations tribunal or authority. Since August 1, 2017, there have been no material labor organizing activities with respect to any Business Employees or former employees of the Transferred Companies. (i) Buyer has been provided with true and complete copies of all (i) agreement or award based transitional instruments, (ii) Fair Work Australia approved enterprise agreements, and (iii) individual flexibility arrangements, in each case within the meaning of the Fair Work Xxx 0000 and associated regulations to which any Transferred Company is a party and/or which apply to any of the Australian resident Business Employees. (j) Each Foreign Benefit Plan has been established, maintained and administered in accordance with its terms and applicable Laws, and if intended to qualify for special tax treatment, meets all the requirements for such treatment, in each case, in all material respects. No Foreign Benefit Plan is in the nature of a defined benefit plan and none of the Transferred Companies or their Affiliates otherwise have any unfunded or uninsured liabilities with respect to any Foreign Benefit Plan.

Employment and Employee Benefits Matters. (a) Section 4.13(a3.15(a) of the Disclosure Letter Schedule sets forth a true and complete list of each person who is a Business Employee (other than those employed by the Company or any Transferred Companyi) as of the date hereof. (b) Section 4.13(b) of the Disclosure Letter sets forth a true and complete list of each material Company Plan and material Parent Plan. “Company Plan” shall mean each “all employee benefit plan” plans (within the meaning of section Section 3(3) of ERISA, whether or not subject to ERISA) and each employment, consulting, retirement, welfare benefit, incentive compensation, all bonus, change of control bonus, retention, pension, post-employment welfare, stock option, stock purchase, restricted stock, restricted stock unit, phantom equity, equity compensationincentive, deferred compensation, severance retiree health or other material benefit or compensation planlife insurance, program, policy, arrangement or agreement (other than any governmental plan or arrangement maintained by a Governmental Authority that provides statutorily required benefits), in each case, that is sponsored, maintained, or contributed to by the Company or any Transferred Company or to which the Company or any Transferred Company will have any Liability after the Closing. “Parent Plan” shall mean each “employee benefit plan” (within the meaning of section 3(3) of ERISA, whether or not subject to ERISA) and each employment, consulting, supplemental retirement, welfare benefit, incentive compensation, bonus, change of control bonus, retention, pension, post-employment welfare, stock option, stock purchase, restricted stock, restricted stock unit, phantom equity, equity compensation, deferred compensation, severance or other material benefit plans, programs or compensation planarrangements, programthat are maintained, policy, arrangement or agreement (other than any governmental plan or arrangement maintained by a Governmental Authority that provides statutorily required benefits) that is sponsored, maintained or contributed to or sponsored by Parent the Sellers or the Business Subsidiaries or their respective Affiliates for the benefit of any current or former employee or director of the Business employed in its United States operations or dependent thereof and (ii) all individual employment, retention, termination, severance or other similar contracts or agreements pursuant to which the Sellers or the Business Subsidiaries or their respective Affiliates (other than the Company or currently has any Transferred Company) obligation with respect to any current or former employee or director of the Business Employee employed in its United States operations or dependent thereof (collectivelythe plans, the Company Plans programs, arrangements, contracts and Parent Plans, agreements described in clauses (i) and (ii) above are hereinafter referred to as the “Employee Plans”). Except as set forth in Section 3.15(a) of the Disclosure Schedule, each Employee Plan is in writing and GE has previously made available to the Acquiror a true and complete copy of each Employee Plan. Notwithstanding the foregoing, Section 3.15(a) of the Disclosure Schedule does not set forth those specific individual retention agreements with any employee of the Business in its United States operations for which GE or an Affiliate of GE will retain liability. (a) None of the Employee Plans is a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer plan (within the meaning of Section 4001(a)(15) of ERISA) for which the Asset Sellers or the Business Subsidiaries would incur liability under Section 4063, 4064 or 4201 of ERISA. (b) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS that it is so qualified, and each related trust that is intended to be exempt from federal income Tax pursuant to Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and no fact or event has occurred since the date of such determination letter that would reasonably be expected to adversely affect such qualification or exemption, as the case may be. (c) With respect to each Employee Plan (and with respect to each similar employee benefit arrangement maintained, contributed to or sponsored by GE, the Business Subsidiaries or their respective Affiliates in which controlled group liability is imposed under the Code), neither GE nor the Business Subsidiaries or their respective Affiliates are currently liable for any material Tax arising under Section 4971, 4972, 4975, 4976, 4979, 4980 or 4980B of the Code, and no fact or event exists that would give rise to any such material Tax liability. None of the Sellers or the Business Subsidiaries or their respective Affiliates has incurred any material liability under or arising out of Title IV of ERISA that has not been satisfied in full (other than any liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course all of which have been timely paid), and no fact or event exists that would reasonably be expected to result in such a liability. None of the Assets or Transferred Assets is the subject of any Lien arising under Section 302(f) or 4068 of ERISA or Section 412(n) of the Code and none of GE, the Asset Sellers or the Business Subsidiaries or their respective Affiliates has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code with respect to any Employee Plan, and no fact or event exists that would reasonably be expected to give rise to any such Lien or requirement to post any such security. (d) Each Employee Plan and any similar employee benefit arrangement covering individuals who are employed by the Business and who are working in operations outside of the United States, which the Acquiror or one of its Affiliates has agreed to assume or continue in Exhibit D, is now and has been operated in all material respects in accordance with the requirements of all applicable Laws, including, in the case of United States plans, ERISA and the Code, and in all material respects in accordance with their terms. (e) Except as set forth in Section 3.15(f) of the Disclosure Schedule, there are no material controversies pending or, to the Knowledge of GE, threatened in connection with any Employee Plan and any similar employee benefit arrangement covering individuals who are employed by the Business and who are working in operations outside the United States. (f) Except as set forth in Section 3.15(g) of the Disclosure Schedule, none of the Sellers or the Business Subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to United States based persons who are employees of the Business.

Employment and Employee Benefits Matters. (a) Section 4.13(a3.15(a) of the Disclosure Letter Schedule sets forth a true and complete accurate list of each person who is a Business Employee (other than those employed by the Company or any Transferred Companyi) as of the date hereof. (b) Section 4.13(b) of the Disclosure Letter sets forth a true and complete list of each material Company Plan and material Parent Plan. “Company Plan” shall mean each “all employee benefit plan” plans (within the meaning of section Section 3(3) of ERISA, ERISA (whether or not subject to ERISA)) and each employment, consulting, retirement, welfare benefit, incentive compensation, all bonus, change of control bonus, retention, pension, post-employment welfare, stock option, stock purchase, restricted stockstock and other equity or equity-based awards, restricted stock unit, phantom equity, equity compensationincentive, deferred compensation, severance retiree health or life insurance, supplemental retirement, severance, superannuation, profit-sharing or other material benefit plans, programs, agreements or compensation plan, program, policy, arrangement or agreement (other than any governmental plan or arrangement maintained by a Governmental Authority that provides statutorily required benefits), in each casearrangements, that is sponsored, are maintained, contributed to, or contributed to sponsored by the Company Sellers or any Transferred Company of the Business Subsidiaries or to which their respective Affiliates for the Company benefit of any employee of a Business Subsidiary, any Business Employee, Inactive Business Employee or any Transferred Company will have any Liability after the Closing. “Parent Plan” shall mean each “employee benefit plan” dependents thereof and (within the meaning of section 3(3ii) of ERISA, whether or not subject to ERISA) and each all individual employment, consulting, retirement, welfare benefit, incentive compensation, bonus, change of control bonus, retention, pension, post-employment welfare, stock option, stock purchase, restricted stock, restricted stock unit, phantom equity, equity compensation, deferred compensationtermination, severance or other material benefit similar contracts or compensation plan, program, policy, arrangement or agreement (other than any governmental plan or arrangement maintained by a Governmental Authority that provides statutorily required benefits) that is sponsored, maintained or contributed agreements pursuant to by Parent which the Sellers or any of its the Business Subsidiaries or their respective Affiliates (other than the Company or currently has any Transferred Company) obligation with respect to any employee of a Business Subsidiary, any Business Employee, Inactive Business Employee or any dependents thereof (collectivelythe plans, the Company Plans programs, arrangements, contracts and Parent Plans, agreements described in clauses (i) and (ii) above are hereinafter referred to as the “Employee Plans”); provided, however, that outside the United States, such list shall only include (x) material core benefit plans in any country in which at least 50 Business Employees are employed in the Business (“Material Employer”), other than statutorily-mandated benefits and (y) agreements to which a Material Employer is a party with a Business Employee in the executive band or above. As soon as practicable following the execution of this Agreement (but in any event within 45 days of the date hereof), GE shall provide the Acquiror with a list which, to the HR Knowledge of GE, constitutes all of the remaining Employee Plans outside the United States; provided, however, that with respect to any such remaining Employee Plans that (i) provide for core benefits, (ii) are Employee Plans of a Material Employer or (iii) are employment agreements (x) for Business Employees in the executive band or above or (y) that provide for annual compensation and benefits in excess of $100,000 or the local currency equivalent, GE shall provide a list of all such remaining Employee Plans. Each Employee Plan is in writing and, with respect to each Employee Plan, except for individual employment agreements which provide for annual compensation that is less than $100,000 or the local currency equivalent, GE has previously made available to the Acquiror or will use reasonable best efforts to make available within 45 days of the date hereof, true and complete copies of each of the following documents (provided, however, that GE has provided or made available to Acquiror all core benefit plans for Material Employers and employment agreements for Business Employees in the executive band or above): (i) a copy of the Employee Plan (or to the extent no such copy exists, an accurate written description thereof); (ii) a copy of the most recent summary plan description and summary of material modifications with respect thereto, if any; (iii) a copy of each trust or other funding arrangement, if any; (iv) the most recent annual financial report, if any; and (v) the most recent actuarial report, if any. Section 3.15(a) of the Disclosure Schedule denotes with an asterisk all U.S. Business Plans and International Business Plans, if any. Except as specifically provided in the foregoing documents made available to Acquiror and except as provided by applicable Law, there are, to the HR Knowledge of GE, no material amendments to any Employee Plan, nor has any party with the authority to do so undertaken to make any such material amendments or to adopt or approve any new Employee Plan. (b) None of the Employee Plans is a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) (a “Multiemployer Plan”) or a single employer plan (within the meaning of Section 4001(a)(15) of ERISA) for which the Asset Sellers or any of the Business Subsidiaries would reasonably be expected to incur liability under Section 4063 or 4064 of ERISA. (c) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS that it is so qualified, and each related trust that is intended to be exempt from federal income Tax pursuant to Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and no fact or event has occurred since the date of such determination letter that would reasonably be expected to adversely affect such qualification or exemption, as the case may be. Each Employee Plan covering employees who work primarily outside of the United States (a “Non-US Employee Plan”) that is intended to qualify for tax-preferential treatment under applicable Law so qualifies and has received, where required, approval from the applicable Governmental Authority that it is so qualified, and no fact or event has occurred since the date of such approval that would reasonably be expected to adversely affect such qualification. (d) With respect to each Employee Plan, neither GE nor the Business Subsidiaries nor their respective Affiliates are currently liable for any material Tax arising under Section 4971, 4972, 4975, 4979, 4980 or 4980B of the Code, and no fact or event exists that would give rise to any such material Tax liability. None of the Sellers or Business Subsidiaries or their respective Affiliates has incurred any liability under or arising out of Title IV of ERISA that has not been satisfied in full (other than any liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course all of which have been timely paid), and no fact or event exists that would reasonably be expected to result in such a liability. None of the Assets or Transferred Assets is the subject of any Lien arising under Section 302(f) of ERISA or Section 412(n) of the Code and none of the Sellers or the Business Subsidiaries or their respective Affiliates has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code with respect to any Employee Plan, and no fact or event exists that would reasonably be expected to give rise to any such Lien or requirement to post any such security. To the HR Knowledge of GE, there are no circumstances that have arisen prior to the date hereof which are reasonably likely to give rise to the imposition on the Acquiror or its Affiliates of any order, notice or direction pursuant to sections 38 to 51 of the Pensions Xxx 0000. (e) With respect to each Employee Plan which the Acquiror is required under applicable Law to assume or has agreed to assume or continue (an “Assumed Employee Plan”), (i) all material employer and employee payments, expenses, contributions or accruals (including premiums) required by Law or by the terms of such plan have been made when due pursuant to the terms of such plan and applicable Laws, or if applicable, accrued, in accordance with U.S. GAAP, except, with respect to Non-US Employee Plans to which a non-Material Employer is a party (“Non-Material Employer Non-US Employee Plans”), where failures with respect to such payments, expenses, contributions or accruals would not have a Material Adverse Effect; and (ii) there are no material unfunded liabilities with respect to any such plans (including for termination indemnities) that are not reflected in the Reference Balance Sheet in accordance with U.S. GAAP. To the HR Knowledge of GE, except as provided by applicable Law, no condition exists that would prevent the amendment or termination of any Assumed Employee Plan. (f) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event) result in, cause the accelerated vesting, funding or delivery of, or increase in any material respect the amount or value of, any payment or benefit to any Business Employee that is payable by Acquiror pursuant to the terms of any Employee Plan or pursuant to terms of any contractual obligation expressly assumed by Acquiror under this Agreement or by the Sellers pursuant to the Retention Agreements, or result in any material limitation on the right of the Acquiror to amend, merge, terminate or receive a reversion of assets from any Employee Plan or their related trusts, except, with respect to Non-Material Employer Non-US Employee Plans, where such acceleration, funding, increase or limitation would not have a Material Adverse Effect. (g) Each Assumed Employee Plan is now and has been operated in all material respects in accordance with the requirements of all applicable Laws, including ERISA and the Code, except, with respect to Non-Material Employer Non-US Employee Plans, where such non-compliance would not have a Material Adverse Effect. (h) There are no material controversies, audits or investigations pending or, to the HR Knowledge of GE, threatened in connection with any Employee Plan. (i) Section 3.15(i) of the Disclosure Schedule sets forth a list of each collective bargaining agreement, trade union or other labor union contract applicable to Business Employees and Inactive Business Employees in connection with their employment in the Business excluding, for this purpose, any non-US industry-wide multiemployer bargaining agreement entered into with a trade association in respect of Business Employees. No union, employee association, works council or similar organization represents any Business Employees, no such organization has made a written demand against Seller or any of the Business Subsidiaries or their respective Affiliates for recognition with respect to representation of any employee of a Business Subsidiary, any Business Employee or any Inactive Business Employee or a group of such employees and no such organization is attempting to organize such employees. (j) No Seller, Business Subsidiary or any of their respective Affiliates presently maintains, contributes to or has any liability under any funded or unfunded medical, health, or life insurance plan or arrangement for retirees who worked in the Business, except as required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or state COBRA-type laws, except for statutorily-mandated plans or arrangements and except for such contributions or liabilities that would not have a Material Adverse Effect. To the HR Knowledge of GE, the Seller, Business Subsidiaries and their respective Affiliates have reserved the right to amend, terminate or modify at any time all plans or arrangements providing for retiree health or life insurance coverage for any Business Employees or Inactive Business Employees or their respective dependents. (k) Seller has previously provided Acquiror with a true and complete listing, as of September 1, 2006, of each Business Employee (with his or her name redacted) who is in an executive band position or above (“Key Employees”), his or her current rate of annual base salary or current wages, 2006 bonus target, job title, employment status, work location and credited service date, fiscal year 2005 bonus, fiscal year 2004 bonus and date of hire provided each such Key Employee has consented to such disclosure of his or her personal information where such consent is required by local Law. Absent such consent, the information contained in Section 3.15 (k) of the Disclosure Schedule shall be edited to ensure compliance with local Law. None of such Key Employees has given notice of termination of employment. GE shall also provide the Acquiror with information concerning Business Employees other than Key Employees that is comparable to the information described above in this Section 3.15(k) in respect of Key Employees to the extent (i) such information is applicable, is requested by the Acquiror and is not otherwise reasonably available to it and (ii) such information is provided in accordance with the consent and local Law requirements specified hereinabove. (l) Sellers have taken prior to the date hereof all actions required by Law to be taken prior to the date hereof and all actions otherwise necessary to enable the parties to carry out the transactions contemplated by this Agreement with respect to trade unions, work councils, employee representatives and employees in connection with the transactions contemplated by this Agreement, and, where such actions are required to be taken after the date hereof, whether by Law or otherwise, will take such actions as soon as reasonably practicable following the date hereof (and in any event prior to the Closing Date or as otherwise required under this Agreement or any exhibit hereto). (m) There is no labor strike, dispute, lock-out or stoppage pending or, to the HR Knowledge of GE, threatened, against or affecting the Business, and the Business has not experienced any such strike, dispute, lock-out or stoppage within the past two (2) years. To the HR Knowledge of GE, neither the Business nor the Business Subsidiaries have breached or otherwise failed to comply with the provisions of any collective bargaining agreement or contract with a union or employee representative and there are no written grievances outstanding against the Business or the Conveyed Companies under any such agreement or contract, except where such breach, failure or grievances would not have or be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.