Common use of ERISA and Labor Matters Clause in Contracts

ERISA and Labor Matters. (a) Section 3.15(a) of the Company Disclosure Schedule contains a list identifying each "EMPLOYEE BENEFIT PLAN", as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA"), which is subject to any provision of ERISA and is maintained, administered or contributed to by the Company or any ERISA Affiliate of the Company and covers any employee or former employee of the Company or any Subsidiary of the Company or in connection with which the Company or any Subsidiary of the Company has any liability. Copies of such plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof, if any, have been furnished to Buyer together with the three most recent annual reports (Form 5500 including, if applicable, Schedule B thereto) prepared in connection with, and any favorable determination letter issued in connection with, any such plan. Such plans are referred to collectively herein as the "EMPLOYEE PLANS". For purposes of this Section, "ERISA AFFILIATE" of the Company means any other Person which, together with the Company, would be treated as a single employer under Section 414 of the Code. The only Employee Plans which individually or collectively would constitute an "EMPLOYEE PENSION BENEFIT PLAN" as defined in Section 3(2) of ERISA (the "PENSION PLANS") are identified as such in the list referred to above. (b) Neither the Company nor any ERISA Affiliate has ever maintained or been obligated to contribute to or had any liability in connection with any "MULTIEMPLOYER PLAN", as defined in Section 3(37) of ERISA, or any "DEFINED BENEFIT PLAN", as defined in Section 3(35) of ERISA. Nothing done or omitted to be done and no transaction or holding of any asset under or in connection with any Employee Plan has or will make the Company or any Subsidiary of the Company, any officer or director of the Company or any Subsidiary of the Company subject to any liability under Title I of ERISA or liable for any tax pursuant to Section 4975 of the Code that is reasonably likely to have a Material Adverse Effect on the Company. (c) Each Employee Plan which 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. The Company has furnished to Buyer copies of the most recent IRS determination letters with respect to each such Employee Plan. Each Employee Plan has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to the Employee Plan, excluding any instances of non-compliance that would not individually or in the aggregate be reasonably likely to have a Material Adverse Effect on the Company. (d) Section 3.15(d) of the Company Disclosure Schedule contains a list of each employment, severance (including the duration of severance periods or, in the case of stay bonuses, the amount) or other similar contract, arrangement or policy and each plan or arrangement (written or oral) providing for insurance coverage (including any self-insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, retirement benefits or for deferred compensation, profit-sharing, bonuses, stock options, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits which is not an Employee Plan, is entered into, maintained or contributed to, as the case may be, by the Company or any Subsidiary of the Company and covers any employee or former employee of the Company or any of its Subsidiaries or in connection with which the Company or any Subsidiary of the Company could have liability. Such contracts, plans and arrangements as are described above, copies or descriptions of all of which have been furnished previously to Buyer, are referred to collectively herein as the "BENEFIT ARRANGEMENTS". Each Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Benefit Arrangement, excluding any instances of non-compliance that would not individually or in the aggregate be reasonably likely to have a Material Adverse Effect on the Company. (e) Except as would not be reasonably likely to have a Material Adverse Effect on the Company, no Employee Plan, Benefit Arrangement or related document contains any provision that would prevent the Company or any Subsidiary of the Company from amending or terminating any post-retirement health, medical or life insurance benefits and no agent or representative of the Company or of any Subsidiary of the Company has made any statements that would limit the ability of the Company or any of its Subsidiaries to amend or terminate any such benefits. (f) There has been no amendment to, written interpretation or announcement (whether or not written) by the Company or any Subsidiary of the Company relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement which would increase materially the expense of maintaining such Employee Plan or Benefit Arrangement above the level of the expense incurred in respect thereof for the fiscal year ended on the Company Balance Sheet Date. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Employee Plan, Benefit Arrangement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee or former employee of the Company or any of its Subsidiaries, or result in the triggering or imposition of any restrictions or limitations on the right of Buyer, the Company or any Subsidiary of the Company to amend or terminate any Employee Plan and receive the full amount of any excess assets remaining or resulting from such amendment or termination, subject to applicable taxes. Except as otherwise identified in Section 3.15(d) of the Company Disclosure Schedule, there is no contract, agreement, plan or arrangement covering any employee or former employee of the Company or any Subsidiary that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Sections 162(a)(1), 162(a)(2) or 280G of the Code. (h) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement. There are no labor unions voluntarily recognized or certified to represent any bargaining unit of employees at the Company or any of its Subsidiaries. No work stoppage, labor strike or slowdown against the Company or any of its Subsidiaries is pending or threatened nor has any of the foregoing occurred since December 18, 1996. Neither the Company nor any of its Subsidiaries is involved in or threatened with any labor dispute or grievance which individually or in the aggregate has had or is reasonably likely to have a Material Adverse Effect on the Company. To the knowledge of the Company, there is no organizing effort or representation question at issue with respect to any employee of the Company or any of its Subsidiaries. No collective bargaining agreement to which the Company or any of its Subsidiaries is or may be a party is currently under negotiation or renegotiation and no existing collective bargaining agreement is due for expiration, renewal or renegotiation within the one year period after the date hereof.

ERISA and Labor Matters. (a) Section 3.15(a) of the The Company Disclosure Schedule contains has provided Buyer with a list identifying each "EMPLOYEE BENEFIT PLANemployee benefit plan", as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 1974, as amended ("ERISA"), which (i) is or was during the six year period ending on the date hereof subject to any provision of ERISA and ERISA, (ii) is or was during the six year period ending on the date hereof maintained, administered or contributed to by the Company or any ERISA Affiliate affiliate (as defined below) of the Company and (iii) covers or has covered during such six year period any employee or former employee of the Company or any Subsidiary of the Company or in connection with which the Company or any Subsidiary of the Company has any liabilitySubsidiary. Copies of such plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof, if any, thereof have been furnished made available to Buyer together with (A) the three most recent annual reports report (Form 5500 including, if applicable, Schedule B thereto) prepared in connection withwith any such plan and (B) the most recent actuarial valuation report, and any favorable determination letter issued if any, prepared in connection with, with any such plan. Such plans are referred to collectively herein as the "EMPLOYEE PLANSEmployee Plans". For purposes of this Section, "ERISA AFFILIATEaffiliate" of the Company any Person means any other Person which, together with the Companysuch Person, would be treated as a single employer under Section 414 of the Code. The only Employee Plans which individually or collectively would constitute an "EMPLOYEE PENSION BENEFIT PLAN" as defined in Section 3(2) of ERISA (the "PENSION PLANS") are identified as such in the list referred to above. (b) Neither the Company nor any ERISA Affiliate has ever maintained or been obligated to contribute to or had any liability in connection with any No Employee Plan (i) constitutes a "MULTIEMPLOYER PLANmultiemployer plan", as defined in Section 3(37) of ERISAERISA (a "Multiemployer Plan"), or (ii) is maintained in connection with any "DEFINED BENEFIT PLAN", as defined trust described in Section 3(35501(c)(9) of ERISAthe Code or (iii) is subject to Title IV of ERISA or the minimum funding standards of Section 412 of the Code. Nothing done or omitted to be done and no transaction or holding of any asset under or in connection with any Employee Plan has or will make the Company or any Subsidiary of the CompanySubsidiary, any officer or director of the Company or any Subsidiary of the Company subject to any material liability under Title I of ERISA or liable for any material tax pursuant to Section 4975 of the Code that is reasonably likely to have a Material Adverse Effect on the CompanyCode. (c) Each Employee Plan which that is intended to be qualified under Section 401(a) of the Code has received a favorable been determined by the Internal Revenue Service to be so qualified and, to the knowledge of the Company, there has been no event since the date os such determination letter which would adversely affect such qualification; each trust created under any such Plan has been determined by the Internal Revenue Service to be exempt from tax under Section 501(a) of the IRS that it is so qualifiedCode and, to the knowledge of the Company, there has been no event since the date of such exemption which would adversely affect such exemption. The Company has furnished to the Buyer copies of the most recent IRS Internal Revenue Service determination letters letter with respect to each such Employee Plan. Each Employee Plan has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to the such Employee Plan, excluding any instances of non-compliance that would not individually or in the aggregate be reasonably likely to have a Material Adverse Effect on the Company. (d) Section 3.15(d) of the The Company Disclosure Schedule contains has provided Buyer with a list of each employment, severance (including the duration of severance periods or, in the case of stay bonuses, the amount) or other similar contract, arrangement or policy and each plan or arrangement (written or oral) providing for insurance coverage (including any self-insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, retirement benefits or for deferred compensation, profit-sharing, bonuses, stock options, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits which (i) is not an Employee Plan, (ii) is entered into, maintained or contributed to, as the case may be, by the Company or any Subsidiary of the Company its affiliates and (iii) covers any employee or former employee of the Company or any of its Subsidiaries or in connection with which the Company or any Subsidiary of the Company could have liabilitySubsidiary. Such contracts, plans and arrangements as are described above, copies or descriptions of all of which have been furnished previously to Buyer, Buyer are referred to collectively herein as the "BENEFIT ARRANGEMENTSBenefit Arrangements", and which together with the Employee Plans are referred to collectively herein as the "Benefit Plans". Each Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Benefit Arrangement, excluding any instances of non-compliance that would not individually or in the aggregate be reasonably likely to have a Material Adverse Effect on the Company. (e) Except as would not be reasonably likely to have a Material Adverse Effect on the Companyset forth in Schedule 3.14, no Employee Plan, Benefit Arrangement or related document contains any provision that would prevent neither the Company or nor any Subsidiary has any current or projected liability in respect of the Company from amending post-employment or terminating any post-retirement health, health or medical or life insurance benefits and no agent for retired, former or representative of the Company or of any Subsidiary of the Company has made any statements that would limit the ability current employees of the Company or any Subsidiary, except as required to avoid excise tax under Section 4980B of its Subsidiaries to amend or terminate any such benefitsthe Code. (f) There Except as disclosed in writing to Buyer prior to the date hereof, there has been no amendment to, written interpretation or announcement (whether or not written) by the Company or any Subsidiary of the Company its affiliates relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement which would increase materially the expense of maintaining such Employee Plan or Benefit Arrangement above the level of the expense incurred in respect thereof for the fiscal year ended on the Company Balance Sheet Date. (g) The execution of, and performance of Neither the transactions contemplated in, this Agreement will not (either alone Company nor any Subsidiary is a party to or upon the occurrence of any additional or subsequent events) constitute an event under any Employee Plan, Benefit Arrangement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect subject to any employee or former employee of the Company union contract or any of its Subsidiaries, or result in the triggering or imposition of any restrictions or limitations on the right of Buyer, the Company or any Subsidiary of the Company to amend or terminate any Employee Plan and receive the full amount of any excess assets remaining or resulting from such amendment or termination, subject to applicable taxes. Except as otherwise identified in Section 3.15(d) of the Company Disclosure Schedule, there is no contract, agreement, plan employment contract or arrangement covering providing for annual future compensation of more than $100,000 with any employee officer, consultant, director or former employee of the Company or any Subsidiary that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Sections 162(a)(1), 162(a)(2) or 280G of the Codeemployee. (h) Neither the Company nor any of its Subsidiaries Subsidiary is a party to any collective bargaining agreement. There are no agreement or other contract or agreement with any labor unions voluntarily recognized organization or certified to represent other representative of any bargaining unit of the employees at of the Company or any Subsidiary. The Company and each Subsidiary is in compliance in all material respects with applicable laws relating to the employment or the workplace, including, without limitation, provisions relating to wages, hours, collective bargaining, safety and health, work authorization, equal employment opportunity, immigration and the withholding of its Subsidiaries. No work stoppageincome taxes, labor strike unemployment compensation, worker's compensation, employee privacy and right to know and social security contributions. (i) Except as disclosed on Schedule 3.14 or slowdown against as contemplated by Sections 1.05 and 5.01(b) of this Agreement, neither the Company or any execution and delivery of its Subsidiaries is pending or threatened this Agreement nor has any the consummation of the foregoing occurred since December 18transactions contemplated hereby will (i) result in any material payment (including, 1996. Neither the Company nor any of its Subsidiaries is involved in without limitation, severance, or threatened with any labor dispute or grievance which individually or in the aggregate has had or is reasonably likely to have a Material Adverse Effect on the Company. To the knowledge of the Company, there is no organizing effort or representation question at issue with respect unemployment compensation) becoming due to any director or employee of the Company or any Subsidiary; (ii) result in the acceleration of its Subsidiariesvesting under any Employee Plan or Benefit Arrangement; or (iii) materially increase any benefits otherwise payable under any Employee Plan, and any such payment or increase in benefits is fully deductible under the Code, including but not limited to Sections 162, 280G and 404. No collective bargaining agreement Deductibility of future compensation payments to which employees of the Company and each Subsidiary are not subject to the limitations of Code Section 280G as a result of prior corporate transactions involving the Company or any Subsidiary or the transactions contemplated hereby. (j) As of its Subsidiaries is or may be a party is currently under negotiation or renegotiation and no existing collective bargaining agreement is due for expiration, renewal or renegotiation within the one year period after the date hereof, except as disclosed on Schedule 3.14, (i) the Company and each Subsidiary have performed all material obligations required to be performed by them under any Benefit Plan and (ii) there are no actions, suits, arbitrations or claims (other than routine claims for benefits) pending or threatened with respect to any Benefit Plan.

ERISA and Labor Matters. (a) Section 3.15(a) of the Company Disclosure Schedule contains a list identifying each "EMPLOYEE BENEFIT PLANemployee benefit plan", as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA"), which is subject to any provision of ERISA and is maintained, administered or contributed to by the Company or any ERISA Affiliate of the Company and covers any employee or former employee of the Company or any Subsidiary of the Company or in connection with under which the Company or any Subsidiary of the Company has any liability. Copies of such plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof, if any, thereof have been furnished to Buyer together with the three most recent annual reports (Form 5500 including, if applicable, Schedule B thereto) prepared in connection with, with any such plan and any favorable determination letter issued the most recent actuarial valuation report prepared in connection with, with any such plan. Such plans are referred to collectively herein as the "EMPLOYEE PLANSEmployee Plans". For purposes of this Section, "ERISA AFFILIATEAffiliate" of the Company means any other Person which, together with the Company, would be treated as a single employer under Section 414 of the Code. The only Employee Plans which individually or collectively would constitute an "EMPLOYEE PENSION BENEFIT PLANemployee pension benefit plan" as defined in Section 3(2) of ERISA (the "PENSION PLANSPension Plans") are identified as such in the list referred to above. (b) Neither the Company nor any ERISA Affiliate has ever maintained or been obligated to contribute to or had any liability in connection with any No Employee Plan constitutes a "MULTIEMPLOYER PLANmultiemployer plan", as defined in Section 3(37) of ERISA, or any ERISA (a "DEFINED BENEFIT PLANMultiemployer Plan"). No "accumulated funding deficiency", as defined in Section 3(35) 412 of the Code, has been incurred with respect to any Employee Plan subject to Title IV of ERISA, whether or not waived. The Company knows of no "reportable event", within the meaning of Section 4043 of ERISA, and no event described in Section 4041, 4042, 4062 or 4063 of ERISA has occurred in connection with any Employee Plan, other than a reportable event that is not reasonably likely to have a Material Adverse Effect on the Company. No condition exists and no event has occurred that could constitute grounds for termination of any Employee Plan other than any such terminations that would not individually or in the aggregate be reasonably likely to have a Material Adverse Effect. Neither the Company nor any of its ERISA Affiliates has any material unsatisfied liability under Title IV of ERISA in connection with the termination of, or complete or partial withdrawal from, any plan covered or previously covered by Title IV of ERISA. Nothing done or omitted to be done and no transaction or holding of any asset under or in connection with any Employee Plan has or will make the Company or any Subsidiary of the CompanySubsidiary, any officer or director of the Company or any Subsidiary of the Company subject to any liability under Title I of ERISA or liable for any tax pursuant to Section 4975 of the Code that is reasonably likely to have a Material Adverse Effect on the Company. (c) Each Employee Plan which 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 qualifiedqualified and has been so qualified during the period from its adoption to date, and each trust forming a part thereof is exempt from tax pursuant to Section 501(a) of the Code. The Company has furnished to Buyer copies of the most recent IRS determination letters with respect to each such Employee Plan. Each Employee Plan has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to the Employee Plan, excluding any instances of non-compliance that would not individually or in the aggregate be reasonably likely to have a Material Adverse Effect on the Company. (d) Section 3.15(d) of the Company Disclosure Schedule contains a list of each material employment, severance (including the duration of severance periods or, in the case of stay bonuses, the amount) or other similar contract, arrangement or policy and each plan or arrangement (written or oral) providing for insurance coverage (including any self-insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, retirement benefits or for deferred compensation, profit-sharing, bonuses, stock options, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits which is not an Employee Plan, is entered into, maintained or contributed to, as the case may be, by the Company or any Subsidiary of the Company its Affiliates and covers any employee or former employee of the Company or any of its Subsidiaries or in connection with which the Company or any Subsidiary of the Company could have liabilitySubsidiaries. Such contracts, plans and arrangements as are described above, copies or descriptions of all of which have been furnished previously to Buyer, Buyer are referred to collectively herein as the "BENEFIT ARRANGEMENTSBenefit Arrangements". Each Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Benefit Arrangement, excluding any instances of non-compliance that would not individually or in the aggregate be reasonably likely to have a Material Adverse Effect on the Company. (e) Except as would not be reasonably likely to have a Material Adverse Effect on the Company, no Employee Plan, Benefit Arrangement or related document contains any provision that would prevent the Company or any Subsidiary of the Company from amending or terminating any post-retirement health, medical or life insurance benefits and no agent or representative of the Company or any of any Subsidiary of the Company its Affiliates has made any statements that would limit the ability of the Company or any of its Subsidiaries to amend or terminate any such benefits. (f) There has been no amendment to, written interpretation or announcement (whether or not written) by the Company or any Subsidiary of the Company its Affiliates relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement which would increase materially the expense of maintaining such Employee Plan or Benefit Arrangement above the level of the expense incurred in respect thereof for the fiscal year ended on the Company Balance Sheet Date. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Employee Plan, Benefit Arrangement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee or former employee of the Company or any of its Subsidiaries, or result in the triggering or imposition of any restrictions or limitations on the right of BuyerParent, the Company or any Subsidiary of the Company to amend or terminate any Employee Plan and receive the full amount of any excess assets remaining or resulting from such amendment or termination, subject to applicable taxes. Except as otherwise identified in Section 3.15(d) of the Company Disclosure Schedule, there is no contract, agreement, plan or arrangement covering any employee or former employee of the Company or any Subsidiary that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Sections 162(a)(1), 162(a)(2162(i)(2) or 280G of the Code. (h) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement. There are no labor unions voluntarily recognized or certified to represent any bargaining unit of employees at the Company or any of its Subsidiaries. No work stoppage, labor strike or slowdown against the Company or any of its Subsidiaries is pending or threatened nor has any of the foregoing occurred since December 18, 1996threatened. Neither the Company nor any of its Subsidiaries is involved in or threatened with any labor dispute or grievance which individually or in the aggregate has had or is reasonably likely to have a Material Adverse Effect on the Company. To the knowledge of the Company, Company there is no organizing effort or representation question at issue with respect to any employee of the Company or any of its Subsidiaries. No collective bargaining agreement to which the Company or any of its Subsidiaries is or may be a party is currently under negotiation or renegotiation and no existing collective bargaining agreement is due for expiration, renewal or renegotiation within the one year period after the date hereof.

ERISA and Labor Matters. (a) Section 3.15(a3.13(a) of the Company Disclosure Schedule Schedules contains a list identifying each "EMPLOYEE BENEFIT PLANemployee benefit plan", as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA"), which is subject to any provision of ERISA and is maintained, administered or contributed to by the Company or any Subsidiary or ERISA Affiliate of the Company and covers any employee or former employee of the Company or any Subsidiary of the Company or in connection with which the Company or any Subsidiary of the Company has any liability. Copies of such plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof, if any, have been furnished to Buyer together with the three most recent annual reports (Form 5500 including, if applicable, Schedule B thereto) prepared in connection with, and any favorable determination letter issued in connection with, any such plan. Such plans are referred to collectively herein as the "EMPLOYEE PLANSEmployee Plans". For purposes of this Section, "ERISA AFFILIATEAffiliate" of the Company means any other Person which, together with the Company, would be treated as a single employer under Section 414 of the Code. The only Employee Plans which individually or collectively would constitute an "EMPLOYEE PENSION BENEFIT PLANemployee pension benefit plan" as defined in Section 3(2) of ERISA (the "PENSION PLANSPension Plans") are is the Thermacore International, Inc. 401(k) Profit Sharing Plan identified as such in the list referred to above. (b) Neither the Company nor any ERISA Affiliate has ever maintained or been obligated to contribute to or had any liability in connection with any "MULTIEMPLOYER PLANmultiemployer plan", as defined in Section 3(37) of ERISA, or any "DEFINED BENEFIT PLANdefined benefit plan", as defined in Section 3(35) of ERISA. Nothing done or omitted to be done and no transaction or holding of any asset under or in connection with any Employee Plan has made or will make the Company or any Subsidiary of the Company, any officer or director of the Company or any Subsidiary of the Company subject to any liability under Title I of ERISA or liable for any tax pursuant to Section 4975 of the Code that is reasonably likely to have a Material Adverse Effect on the CompanyCode. (c) Each Employee Plan which 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. The Company qualified in form, and nothing has furnished occurred since the issuance of such determination letter to Buyer copies of the most recent IRS determination letters with respect to each adversely affect such Employee Plandetermination. Each Employee Plan has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA ERISA, the Code, the 1933 Act and the Code1934 Act, which are applicable to the Employee Plan, excluding any instances of non-compliance that would not individually or in the aggregate be reasonably likely to have a Material Adverse Effect on the Company. (d) Section 3.15(d3.13(d) of the Company Disclosure Schedule Schedules contains a list of each employment, severance (including the duration of severance periods or, in the case of stay bonuses, the amount) or other similar contract, arrangement or policy and each arrangement, policy or plan or arrangement (whether written or oral) providing for insurance coverage (including any self-insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, retirement benefits or for deferred compensation, profit-sharing, bonuses, stock options, stock purchase, stock awards, stock appreciation or other forms of incentive compensation or post-retirement termination insurance, compensation or benefits which that is not an Employee Plan, that is entered into, maintained or contributed to, as the case may be, by the Company or any Subsidiary of the Company and that covers any employee or former employee of the Company or any of its Subsidiaries or in connection with which the Company or any Subsidiary of the Company could have liabilitySubsidiaries. Such The contracts, plans plans, policies and arrangements as are described above, copies or descriptions of all of which have been furnished previously to Buyer, above are referred to collectively herein as the "BENEFIT ARRANGEMENTS". Benefit Arrangements." Each Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations regulations, including ERISA, the Code, the 1933 Act and the 1934 Act, that are applicable to such Benefit Arrangement, excluding any instances of non-compliance that would not individually or in the aggregate be reasonably likely to have a Material Adverse Effect on the Company. (e) Except as would not be reasonably likely to have a Material Adverse Effect on the Company, no No Employee Plan, Plan or Benefit Arrangement or related document contains any provision that would prevent the Company or any Subsidiary of the Company from amending or terminating any post-retirement provides post- termination health, medical or life insurance benefits benefits, and no agent or representative of the Company or of any Subsidiary of the Company has made any statements that would limit the ability of require the Company or any of its Subsidiaries to amend or terminate any provide such benefits, except to the extent required by ERISA Section 606 et seq. (f) There has been no amendment to, written interpretation or announcement (whether or not written) by the Company or any Subsidiary of the Company relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement which would increase materially the expense of maintaining such Employee Plan or Benefit Arrangement above the level of the expense incurred in respect thereof for the fiscal year ended on June 30, 2000 (the "Company Balance Sheet Date"). (g) The Except as otherwise set forth in Section 3.13(g) of the Company Disclosure Schedules, the execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Employee Plan, Plan or Benefit Arrangement, trust or loan that will or may Arrangement result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee or former employee of the Company or any of its Subsidiaries, or result in the triggering or imposition of any restrictions or limitations on the right of Buyer, the Company or any Subsidiary of the Company to amend or terminate any Employee Plan and receive the full amount of any excess assets remaining or resulting from such amendment or termination, subject to applicable taxesBenefit Arrangements. Except as otherwise identified set forth in Section 3.15(d3.13(g) of the Company Disclosure ScheduleSchedules, there is no contract, agreement, plan or arrangement covering any employee or former employee of the Company or any Subsidiary that, individually or collectively, could give rise to the payment of any amount that in connection with the performance of the transactions contemplated by this Agreement would not be deductible pursuant to the terms of Sections 162(a)(1), 162(a)(2) or Section 280G of the Code. (h) Other than routine claims for benefits, there is no claim pending against any Employee Plan or Benefit Arrangement nor, to the Company's Knowledge, is any such claim threatened. There are no audits of an Employee Plan or Benefit Arrangement pending with any governmental or regulatory agency and all material reports and returns required to be filed with any governmental authority or distributed to any participant in connection with any Employee Plan or Benefit Arrangement have been so duly filed or distributed. (i) The Company and each of its ERISA Affiliates have made (or shall have made by the Merger Date) full and timely payment of all amounts required to be contributed or paid under the terms of each Employee Plan and Benefit Arrangement for periods ending before the Merger Date, or if such amounts are not yet required to be made, such amounts are reflected as an accrued liability on the Company's Balance Sheet. (j) The Company Disclosure Documents include, with respect to each Employee Plan and Benefit Arrangement, as applicable, a copy of each plan document, including any amendments thereto, a summary plan description and subsequent summaries of material modifications, if any, any related funding medium documents (including trust agreements, insurance contracts or similar documents, together with any amendments thereto), any material contracts (including third party administrator agreements, record keeping agreements or similar agreements, together with any amendments thereto), the most recent Internal Revenue Service determination letter for the plan, the most recent Annual Report on Form 5500 (including any Schedule Bs or any certified financial statements filed with any such Annual Report) and the most recent actuarial report for an Employee Plan subject to Title IV of ERISA. (k) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement. There are no labor unions voluntarily recognized or certified to represent any bargaining unit of employees at the Company or any of its Subsidiaries. No work stoppage, labor strike or slowdown against the Company or any of its Subsidiaries is pending or threatened nor has any of the foregoing occurred since December 18, 1996threatened. Neither the Company nor any of its Subsidiaries is involved in or threatened with any labor dispute or grievance which individually or in the aggregate has had or is reasonably likely to have a Material Adverse Effect on the Companygrievance. To the knowledge of the Company, there There is no organizing effort or representation question at issue with respect to any employee of the Company or any of its Subsidiaries. No collective bargaining agreement to which the Company or any of its Subsidiaries is or may be a party is currently under negotiation or renegotiation and no existing collective bargaining agreement is due for expiration, renewal or renegotiation within the one year period after the date hereof.