Common use of Employment and Employee Benefits Matters Clause in Contracts

Employment and Employee Benefits Matters. (a) Section 3.15(a) of the Disclosure Schedule sets forth the SSO number and names of each Business Employee and Inactive Business Employee as of the date hereof. (b) Section 3.15(b) of the Disclosure Schedule sets forth a list of (i) all employee benefit plans (within the meaning of Section 3(3) of ERISA whether or not subject to ERISA) and all bonus, stock purchase, incentive, deferred compensation, retiree health or life insurance, supplemental retirement, severance, retention arrangements that (x) are payable to any Key Employee (after the Closing) or (y) would constitute an Assumed Liability, change in control pay, or other benefit plans, programs or arrangements, that are maintained by, contributed to, required to be contributed to or sponsored by the Sellers or their respective Affiliates for the benefit of any current or former employee (and/or their dependents or beneficiaries) of Altair U.S. or the Business, or with respect to which Altair U.S. or the Business otherwise has any liabilities or obligations and (ii) all individual employment, retention, termination, severance or other similar contracts or agreements pursuant to which Altair U.S. or the Sellers or their respective Affiliates currently has any obligation with respect to any employee of Altair U.S. or the Business employed in its United States operations (the plans, programs, arrangements, contracts and agreements described in clauses (i) and (ii) above are hereinafter referred to as the “Employee Plans”). Section 3.15(b) of the Disclosure Schedule provides whether each Employee Plan is a U.S. Business Plan or an International Business Plan. Each material Employee Plan and each U.S. Employee Plan is in writing and the Sellers have previously informed the Buyer of the material terms and conditions thereof. Notwithstanding the foregoing, Section 3.15(b) of the Disclosure Schedule does not set forth those specific individual retention agreements with any employee of the Business in its United States operations that do not give rise to any Assumed Liabilities. (c) None of the Employee Plans is (i) a multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA) or a single employer plan (within the meaning of Section 4001(a)(15) of ERISA) for which Altair U.S. or the Sellers would reasonably be expected to incur liability under Section 4063 or 4064 of ERISA, (ii) a multiple employer plan as defined in Section 413(c) of the Code, or (iii) a multiple employer welfare arrangement as defined in Section 3(40) of ERISA, and none of the GE Entities has sponsored, maintained, contributed to, or been required to contribute to any Employee Plan for the benefit of any current or former employee, independent contractor, consultant or director (and/or their dependents or beneficiaries) of Altair U.S. or the Business described in clauses (i), (ii), or (iii) above within the last six (6) years. None of the Employee 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 with respect to any current or former employee, independent contractor, consultant or director (and/or their dependents or beneficiaries) of Altair U.S. or the Business, except for COBRA rights under a “group health plan” as defined in Section 4980B(g) of the Code and Section 607 of ERISA. (d) Each Employee Plan maintained exclusively or primarily for Business Employees (other than retention agreements and existing retention-related liabilities under offer letters) who are employed in the United States (a “U.S. Business 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, to the Knowledge of the Sellers, no fact or event has occurred since the date of such determination letter that would reasonably be expected to adversely affect such qualification. Each International Business 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 event has occurred or circumstance exists that may give rise to disqualification or loss of tax-preferential treatment. (e) With respect to each U.S. Business Plan, neither Altair U.S. nor any of the Sellers is 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 Altair U.S. or the Sellers or their respective Affiliates has incurred any material liability under or arising out of Title IV of ERISA, and no fact or event exists that would reasonably be expected to result in such a liability. None of the Altair U.S. Assets or the Transferred Assets is the subject of any Lien arising under Section 303(k) of ERISA or Section 430(k) of the Code and none of Altair U.S. or the Sellers or their respective Affiliates has been required to post any security under Section 206(g)(5) of ERISA or Section 436(f) 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. (f) Each Employee Plan and any similar employee benefit arrangement covering individuals who are employed by Altair U.S. or the Business, including, but not limited to, individuals who are assigned to operations based outside of the United States, is now and has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws, including, in the case of United States plans, ERISA and the Code. Each Employee Plan that is a “nonqualified deferred compensation plan” (within the meaning of Section 409A(d)(1) of the Code) is in written compliance and has been operated in compliance with Section 409A of the Code, Treasury Regulations issued under Section 409A of the Code and any subsequent guidance relating thereto. (g) Except as set forth on Section 3.15(g) of the Disclosure Schedule, there are no material controversies pending or, to the Knowledge of the Sellers, threatened in connection with any Employee Plan or any labor or employment matter in connection with the Business. No examination, voluntary correction proceeding or audit: (i) of any Employee Plan, or (ii) relating to any labor or employment matter in connection with the Business, by any Governmental Authority is currently in progress or, to the Knowledge of the Sellers, threatened. Altair U.S. is not a party to any agreement or understanding with the Pension Benefit Guaranty Corporation, the IRS or the Department of Labor with respect to any Employee Plan. (h) Except as set forth on Section 3.15(h) of the Disclosure Schedule, none of Altair U.S. or Sellers is a party to any collective bargaining agreement or other labor union contract applicable to persons who are employees of the Business and no such agreement or contract is being negotiated. Except as set forth on Section 3.15(h) of the Disclosure Schedule, there is no strike, material work stoppage or other material labor dispute pending, or to the Knowledge of the Sellers, threatened with respect to the Business. Except as set forth in Section 3.15(h) of the Disclosure Schedule, there is no union, works council, employee committee or representative or other labor organization, which, pursuant to applicable Law, must be notified, consulted or with which negotiations need to be conducted in connection with the transactions contemplated by this Agreement Altair U.S. and each Seller is in compliance with, and since January 1, 2011 has been, in compliance with, in all material respects, all applicable Laws and its own policies relating to labor and employment matters with respect to the Business. Since January 1, 2011, none of Altair U.S. or Sellers has implemented a plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988 or any similar foreign, state or local Law, and no such action will be implemented prior to the Closing with respect to the Business. (i) Except as set forth on Section 3.15(i) of the Disclosure Schedule, the consummation of the transactions contemplated hereby will not (i) result in an increase in or accelerate the vesting of any of the benefits available under any Employee Plan, or (ii) otherwise entitle any current or former director or employee of Altair U.S. or the Sellers to severance pay, other than statutory severance, or any other payment, in any such case described in (i) or (ii) hereof, in the event that any liability with respect thereto will constitute an Assumed Liability. (j) To the Knowledge of the Sellers, no Business Employee (other than one employee of Altair UK who transferred from GE Healthcare in September 2007) has been the subject of a prior transfer of employment pursuant to TUPE where immediately before the relevant transfer such employee was a member of a defined benefit occupational pension plan, where the early retirement terms applicable to active members of such plan as of right are more favorable than the early retirement terms applicable to deferred pensioners. (k) No Business Employee employed in the United Kingdom who immediately prior to Closing is accruing benefits under either the GE Pension Plan or the GE Supplemental Pension Plan has a right under the rules of such plan to elect to take an immediate early retirement pension without the payment of such early retirement pension being subject to the consent of either their employer or the principal employer for the purposes of such plan and the consent of the plan trustees, and GE, the Sellers and their respective Affiliates have not previously consented and in the future will not consent to early retirement pensions with respect to any participants in such pension plans in a manner that would require any party after the Closing Date to grant consent to or provide early retirement pensions with respect to accrued benefits of Relevant Employees under such pension plans.

Employment and Employee Benefits Matters. (a) Section 3.15(a) of the Disclosure Schedule sets forth the SSO number and names of each Business Employee and Inactive Business Employee as of the date hereof. (b) Section 3.15(b) of the Disclosure Schedule sets forth a list of (i) all material employee benefit plans (within the meaning of Section 3(3) of ERISA whether or not subject to ERISA) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree health or life insurance, supplemental retirement, severance, retention arrangements that (x) are payable to any Key Employee (after the Closing) or (y) would constitute an Assumed Liability, change in control pay, severance or other benefit plans, programs or arrangements, that are maintained bymaintained, contributed to, required to be contributed to or sponsored by the Asset Sellers or any of the Business Subsidiaries or their respective Affiliates for the benefit of any current or former employee (and/or their dependents or beneficiaries) of Altair U.S. or the Business, or with respect to which Altair U.S. or the Business otherwise has any liabilities or obligations and (ii) all individual employment, retention, termination, severance or other similar contracts or agreements for employees and pursuant to which Altair U.S. the Asset Sellers or any of the Sellers Business Subsidiaries or their respective Affiliates Affiliates, currently has any obligation with respect to any employee of Altair U.S. or the Business employed in its United States operations (the plans, programs, arrangements, contracts and agreements described in clauses (i) and (ii) above are hereinafter referred to as the “Employee Plans”). Except as set forth in Section 3.15(b3.15(a) of the Disclosure Schedule provides whether Schedule, each Employee Plan is a U.S. Business Plan or an International Business Plan. Each material Employee Plan and each U.S. Employee Plan is in writing and Instrumentarium has previously made available to the Sellers have previously informed the Buyer Acquiror a true and complete copy of the material terms and conditions thereofeach Employee Plan. Notwithstanding the foregoing, Section 3.15(b3.15(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 that do not give rise to any Assumed Liabilitiesfor which Instrumentarium or an Affiliate of Instrumentarium will retain liability. (cb) None of the Employee Plans is (i) 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 Altair U.S. the Asset Sellers or any of the Sellers Business Subsidiaries would reasonably be expected to incur liability under Section 4063 or 4064 of ERISA, (ii) a multiple employer plan as defined in Section 413(c) of the Code, or (iii) a multiple employer welfare arrangement as defined in Section 3(40) of ERISA, and none of the GE Entities has sponsored, maintained, contributed to, or been required to contribute to any Employee Plan for the benefit of any current or former employee, independent contractor, consultant or director (and/or their dependents or beneficiaries) of Altair U.S. or the Business described in clauses (i), (ii), or (iii) above within the last six (6) years. None of the Employee 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 with respect to any current or former employee, independent contractor, consultant or director (and/or their dependents or beneficiaries) of Altair U.S. or the Business, except for COBRA rights under a “group health plan” as defined in Section 4980B(g) of the Code and Section 607 of ERISA. (dc) Each Employee Plan maintained exclusively or primarily for Business Employees (other than retention agreements and existing retention-related liabilities under offer letters) who are employed in the United States (a “U.S. Business 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 (or an application for such a determination letter has been filed and is pending), 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 (or an application for such a determination letter has been filed and is pending), and, to the Knowledge of the SellersInstrumentarium, no fact or event has occurred since the date of such determination letter (or application) that would reasonably be expected to adversely affect such qualification. Each International Business Plan that is intended to qualify for tax-preferential treatment under applicable Law so qualifies and has receivedqualification or exemption, where required, approval from as the applicable Governmental Authority that it is so qualified and no event has occurred or circumstance exists that case may give rise to disqualification or loss of tax-preferential treatmentbe. (ed) With respect to each U.S. Business Employee Plan, neither Altair U.S. Instrumentarium nor any of the Sellers is Business Subsidiaries or their respective Affiliates are currently liable for any material Tax arising under Section 4971, 4972, 4975, 4979, 4980 or 4980B of the Code, and and, to the Knowledge of Instrumentarium, no fact or event exists that would give rise to any such material Tax liability. None of Altair U.S. the Asset Sellers or the Sellers Business Subsidiaries or their respective Affiliates has incurred any material liability under or arising out of Title IV of ERISA, and no fact or event exists that would reasonably be expected to result in such a liability. None of the Altair U.S. Assets or the Transferred Assets is the subject of any Lien arising under Section 303(k302(f) of ERISA or Section 430(k412(n) of the Code and none of Altair U.S. the Asset Sellers or the Sellers Business Subsidiaries or their respective Affiliates has been required to post any security under Section 206(g)(5) 307 of ERISA or Section 436(f401(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. (fe) Each Employee Plan and any similar employee benefit arrangement covering individuals who are employed by Altair U.S. or the Business, including, but not limited to, individuals Business and who are assigned to operations based outside of the United States, States is now and has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws, including, in the case of United States plans, ERISA and the Code. Each Employee Plan that is a “nonqualified deferred compensation plan” (within the meaning of Section 409A(d)(1) of the Code) is in written compliance and has been operated in compliance with Section 409A of the Code, Treasury Regulations issued under Section 409A of the Code and any subsequent guidance relating thereto. (gf) Except as set forth on in Section 3.15(g3.15(f) of the Disclosure Schedule, there are no material controversies pending or, to the Knowledge of the SellersInstrumentarium, threatened in connection with any Employee Plan or any labor or employment matter in connection with between the Business. No examination, voluntary correction proceeding or audit: (i) of any Employee Plan, or (ii) relating to any labor or employment matter in connection with the Business, by any Governmental Authority is currently in progress or, to the Knowledge of the Sellers, threatened. Altair U.S. is not a party to any agreement or understanding with the Pension Benefit Guaranty Corporation, the IRS Asset Sellers or the Department Business Subsidiaries and any of Labor with respect to any Employee Plantheir respective employees. (hg) Except as set forth on in Section 3.15(h3.15(g) of the Disclosure Schedule, none of Altair U.S. the Asset Sellers or Sellers 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 and no such agreement or contract is being negotiated. Except as set forth on Section 3.15(h) of the Disclosure Schedule, there is no strike, material work stoppage or other material labor dispute pending, or to the Knowledge of the Sellers, threatened with respect to the Business. Except as set forth in Section 3.15(h) of the Disclosure Schedule, there is no union, works council, employee committee or representative or other labor organization, which, pursuant to applicable Law, must be notified, consulted or with which negotiations need to be conducted in connection with the transactions contemplated by this Agreement Altair U.S. and each Seller is in compliance with, and since January 1, 2011 has been, in compliance with, in all material respects, all applicable Laws and its own policies relating to labor and employment matters with respect to the Business. Since January 1, 2011, none of Altair U.S. or Sellers has implemented a plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988 or any similar foreign, state or local Law, and no such action will be implemented prior to the Closing with respect to the Business. (ih) Except as set forth on Any representations directly or indirectly concerning employee benefit plans, programs or arrangements made in this Section 3.15(i) of the Disclosure Schedule, the consummation of the transactions contemplated hereby will not (i) result in an increase in or accelerate the vesting of any of the benefits available under any Employee Plan, or (ii) otherwise entitle any current or former director or employee of Altair U.S. or the Sellers to severance pay3.15, other than statutory severancein Section 3.15(e) and Section 3.15(f), or and in any other payment, in any such case described in (i) or (ii) hereof, in the event that any liability provision of this Agreement are made only with respect thereto will constitute an Assumed Liability. (j) To the Knowledge to Employee Plans for employees of the Sellers, no Business Employee (other than one employee of Altair UK who transferred from GE Healthcare in September 2007) has been the subject of a prior transfer of employment pursuant assigned to TUPE where immediately before the relevant transfer such employee was a member of a defined benefit occupational pension plan, where the early retirement terms applicable to active members of such plan as of right are more favorable than the early retirement terms applicable to deferred pensioners. (k) No Business Employee employed operations in the United Kingdom who immediately prior to Closing is accruing benefits under either the GE Pension Plan or the GE Supplemental Pension Plan has a right under the rules of such plan to elect to take an immediate early retirement pension without the payment of such early retirement pension being subject to the consent of either their employer or the principal employer for the purposes of such plan and the consent of the plan trustees, and GE, the Sellers and their respective Affiliates have not previously consented and in the future will not consent to early retirement pensions with respect to any participants in such pension plans in a manner that would require any party after the Closing Date to grant consent to or provide early retirement pensions with respect to accrued benefits of Relevant Employees under such pension plansStates.

Employment and Employee Benefits Matters. Each representation in each subsection of this Section 3.15 is qualified, and an exception to such representation is hereby made, to the extent of any matters set forth in the corresponding subsections of Section 3.15 of the Disclosure Schedule. (a) All employee benefit plans (within the meaning of Section 3(3) of ERISA) and all bonus or other incentive compensation, stock option, stock purchase, restricted stock, deferred compensation, retiree health or life insurance, supplemental retirement, severance, vacation, educational assistance and other employee benefit plans, programs or arrangements sponsored by GE or the Company or one of the Business Subsidiaries and as to which GE or its Affiliates has any obligation or liability for the benefit of any current employee of the Business (“Business Employee”), other than the Business Employees listed on Section 3.15(a) of the Disclosure Schedule sets forth Schedule, are referred to herein as “Employee Plans”. The Employee Plans sponsored solely by the SSO number Company or one of the Business Subsidiaries are referred to as “Subsidiary Plans”, and names the Employee Plans sponsored by GE and its Affiliates (excluding the Company and the Business Subsidiaries) are referred to as “Parent Plans”. In relation to the United Kingdom, other than the GE Pension Plan, the Company does not and each of each the Business Subsidiaries do not have any obligation or commitment to pay, provide or contribute towards any “Retirement Benefits” (which has the meaning given to it in section 255(5) of the Pensions Act 2004) for or in respect of any current Business Employee and Inactive Business Employee as of the date hereofor former employee. (b) Section 3.15(b) of the Disclosure Schedule sets forth a list of (i) all employee benefit plans (within the meaning of Section 3(3) of ERISA whether or not subject to ERISA) and all bonus, stock purchase, incentive, deferred compensation, retiree health or life insurance, supplemental retirement, severance, retention arrangements that (x) are payable to any Key Employee (after the Closing) or (y) would constitute an Assumed Liability, change in control pay, or other benefit plans, programs or arrangements, that are maintained by, contributed to, required to be contributed to or sponsored by the Sellers or their respective Affiliates Plans for the benefit of any current Business Employees employed in the United States (“U.S. Employee Plans”) and separately identifies (i) the U.S. Employee Plans that are sponsored solely by the Company or former employee (and/or their dependents or beneficiaries) one of Altair U.S. or the Business, or with respect to which Altair U.S. or the Business otherwise has any liabilities or obligations Subsidiaries (“U.S. Subsidiary Plans”) and (ii) the U.S. Employee Plans that are sponsored, in whole or in part, by GE and its Affiliates other than the Company or one of the Business Subsidiaries (“U.S. Parent Plans”). (c) Section 3.15(c) of the Disclosure Schedule sets forth a list of all individual employment, retention, termination, severance or other similar contracts agreements with any Business Employee who is within the Executive Band or Senior Professional Band (based upon the Company’s and its Affiliates internal books and records) (such agreements pursuant to which Altair U.S. or the Sellers or their respective Affiliates currently has any obligation with respect to any employee of Altair U.S. or the Business employed in its United States operations (the plans, programs, arrangements, contracts and agreements described in clauses (i) and (ii) above are hereinafter referred to as the “Employee PlansExecutive Agreements”). Section 3.15(b3.15(c) of the Disclosure Schedule provides whether sets forth a list of all standard forms of employment agreements used in each Employee Plan is jurisdiction in which Business Employees are employed (such agreements, “Form Employment Agreements”). (d) The Company has previously made available to Acquiror (i) a U.S. Business Plan or an International Business Plan. Each material Employee Plan true and complete copy of each U.S. Employee Plan and Employee Plan that is in writing a defined benefit pension plan, (ii) a complete copy of each Executive Agreement and each Form Employment Agreement and (iii) a summary of all material Employee Plans for the Sellers have previously informed the Buyer benefit of Business Employees employed outside of the material terms and conditions thereof. Notwithstanding the foregoing, Section 3.15(b) of the Disclosure Schedule does not set forth those specific individual retention agreements with any employee of the Business in its United States operations that do not give rise to any Assumed Liabilities(“Foreign Benefit Plans”). Within 30 days after the date hereof, the Company shall provide Acquiror with true and complete copies of each other Foreign Benefit Plan and make available all other individual employment agreements. (ce) None of the Employee U.S. Subsidiary Plans is (i) a multiemployer plan (within the meaning of Section 4001(a)(33(37) of ERISA) or a single employer plan (within ). No U.S. Subsidiary Plan provides post-employment welfare benefits except to the meaning of Section 4001(a)(15) of ERISA) for which Altair U.S. or the Sellers would reasonably be expected to incur liability under Section 4063 or 4064 of ERISA, (ii) a multiple employer plan as defined in Section 413(c) of the Code, or (iii) a multiple employer welfare arrangement as defined in Section 3(40) of ERISA, and none of the GE Entities has sponsored, maintained, contributed to, or been extent required to contribute to any Employee Plan for the benefit of any current or former employee, independent contractor, consultant or director (and/or their dependents or beneficiaries) of Altair U.S. or the Business described in clauses (i), (ii), or (iii) above within the last six (6) years. None of the Employee 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 with respect to any current or former employee, independent contractor, consultant or director (and/or their dependents or beneficiaries) of Altair U.S. or the Business, except for COBRA rights under a “group health plan” as defined in Section 4980B(g) of the Code and Section 607 of ERISAby COBRA. (df) Each Employee U.S. Subsidiary Plan maintained exclusively or primarily for Business Employees (other than retention agreements and existing retention-related liabilities under offer letters) who are employed in the United States (a “U.S. Business Plan”) that is intended to be qualified qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS that it is so qualified andqualified, and each related trust that is intended to the Knowledge be exempt from federal income Tax pursuant to Section 501(a) of the SellersCode 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. Each International Business Plan that is intended to qualify for tax-preferential treatment under applicable Law so qualifies and has receivedqualification or exemption, where required, approval from as the applicable Governmental Authority that it is so qualified and no event has occurred or circumstance exists that case may give rise to disqualification or loss of tax-preferential treatmentbe. (eg) With respect to each U.S. Business Subsidiary Plan, neither Altair U.S. none of the Company nor any of the Sellers Business Subsidiaries 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 could give rise to any such material Tax liability. None of Altair U.S. or the Sellers or their respective Affiliates Company nor any of the Business Subsidiaries has incurred any material outstanding liability under or arising out of Title IV of ERISA, and no fact or event exists that would reasonably be expected to result in such a liabilityliability with respect to any U.S. Subsidiary Plan. None of the Altair U.S. Assets or the Transferred Assets is the subject of Company nor any Lien arising under Section 303(k) of ERISA or Section 430(k) of the Code and none of Altair U.S. or the Sellers or their respective Affiliates has been Business Subsidiaries is required to post any security under Section 206(g)(5) 307 of ERISA or Section 436(f401(a) (29) of the Code with respect to any Employee U.S. Subsidiary 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. (fh) Each Employee U.S. Subsidiary Plan and any similar employee benefit arrangement covering individuals who are employed by Altair U.S. or the Business, including, but not limited to, individuals who are assigned to operations based outside of the United States, is now and has been operated in accordance in all material respects in accordance with its terms and the requirements of all applicable Laws, including, in the case of United States plansU.S. Employee Plans, ERISA and the Code. Each Employee Plan that is a “nonqualified deferred compensation plan” (within the meaning of Section 409A(d)(1) of the Code) is in written compliance and has been operated in compliance with Section 409A of the Code, Treasury Regulations issued under Section 409A of the Code and any subsequent guidance relating thereto. (gi) Except as set forth on Section 3.15(g) None of the Disclosure ScheduleCompany nor any of the Business Subsidiaries is a party to any collective bargaining, there works council or other similar employee representative agreements covering Business Employees. (j) There are no material controversies (i) strikes, work stoppages, work slowdowns or lockouts pending or, to the Knowledge of the SellersCompany, threatened in connection with any Employee Plan against or any labor or employment matter in connection with involving the Business. No examination, voluntary correction proceeding or audit: (i) of any Employee PlanBusiness Employees, or (ii) relating to any unfair labor practice charges, claims, grievances or employment matter in connection with the Business, by any Governmental Authority is currently in progress complaints pending or, to the Knowledge of the SellersCompany, threatened. Altair U.S. is threatened by or on behalf of any Business Employee, except as would not reasonably be expected to have a party to any agreement or understanding with the Pension Benefit Guaranty Corporation, the IRS or the Department of Labor with respect to any Employee PlanMaterial Adverse Effect. (hk) Except as set forth on Section 3.15(h) The execution of the Disclosure Schedule, none of Altair U.S. or Sellers is a party to any collective bargaining agreement or other labor union contract applicable to persons who are employees of the Business and no such agreement or contract is being negotiated. Except as set forth on Section 3.15(h) of the Disclosure Schedule, there is no strike, material work stoppage or other material labor dispute pending, or to the Knowledge of the Sellers, threatened with respect to the Business. Except as set forth in Section 3.15(h) of the Disclosure Schedule, there is no union, works council, employee committee or representative or other labor organization, which, pursuant to applicable Law, must be notified, consulted or with which negotiations need to be conducted in connection with the transactions contemplated by this Agreement Altair U.S. and each Seller is in compliance with, and since January 1, 2011 has been, in compliance with, in all material respects, all applicable Laws and its own policies relating to labor and employment matters with respect to the Business. Since January 1, 2011, none of Altair U.S. or Sellers has implemented a plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988 or any similar foreign, state or local Law, and no such action will be implemented prior to the Closing with respect to the Business. (i) Except as set forth on Section 3.15(i) of the Disclosure Schedule, the consummation of the transactions contemplated hereby hereunder will not (i) result in an increase in entitle any employee, officer or accelerate the vesting director of any of the benefits available under any Employee Plan, or (ii) otherwise entitle any current or former director or employee of Altair U.S. or the Sellers Business Subsidiary to severance pay, other than statutory severanceaccelerate the time of payment or vesting of any payment or funding of compensation or benefits, or increase the amount payable under any other payment, in any such case described in (i) or (ii) hereof, in the event that any liability with respect thereto will constitute an Assumed LiabilityEmployee Benefit Plan. (jl) To There are no Relevant Employees who are wholly or mainly assigned to the Knowledge Business in any member state of the Sellers, no Business Employee (European Union other than one employee the employees of Altair UK who transferred from GE Healthcare in September 2007) has been the subject of a prior transfer of employment pursuant to TUPE where immediately before the relevant transfer such employee was a member of a defined benefit occupational pension plan, where the early retirement terms applicable to active members of such plan as of right are more favorable than the early retirement terms applicable to deferred pensionersInternational Subsidiaries. (km) No Business Employee employed in any member state of the United Kingdom who immediately prior European Union has transferred to Closing is accruing benefits under either the GE Pension Plan Company or the GE Supplemental Pension Plan has a right under the rules of such plan to elect to take an immediate early retirement pension without the payment of such early retirement pension being subject Business Subsidiaries pursuant to the consent of either their employer or local laws (if any) that operate to implement the principal employer for the purposes of such plan Acquired Rights Directive 77/187/EEC. (n) The Company and the consent each of the plan trusteesBusiness Subsidiaries are in compliance with all applicable Laws respecting employment and employment practices, including Laws respecting terms and conditions of employment, health and safety, wages and hours, child labor, immigration, employment discrimination, disability rights, equal opportunity, affirmative action, and GEemployee leaves, the Sellers and their respective Affiliates except as would not reasonably be expected to have not previously consented and in the future will not consent to early retirement pensions with respect to any participants in such pension plans in a manner that would require any party after the Closing Date to grant consent to or provide early retirement pensions with respect to accrued benefits of Relevant Employees under such pension plansMaterial Adverse Effect.