Common use of ERISA and Other Compliance Clause in Contracts

ERISA and Other Compliance. (a) Section 2.8 of the SCO Disclosure Letter lists each employment, severance, compensation or other similar contract, arrangement or policy and each plan or arrangement (written or oral, contractual or discretionary) providing for insurance coverage (including any self-insured arrangements), workers' benefits, vacation benefits, severance benefits, disability or permanent health insurance benefits, death benefits, hospitalization or other medical benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, commissions, stock options, stock purchase, phantom stock, stock appreciation, save as you earn or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors (other than workers compensation, unemployment compensation and other government mandated programs) which both (A) is entered into, maintained or contributed to, as the case may be, by any member of the Contributed Company Group or any of the Contributing Companies, and (B) covers any Employee (collectively as the "Group Benefit Arrangements"). Each Group Benefit Arrangement maintained by any member of the Contributed Company Group has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such Group Benefit Arrangement except as would not have a Material Adverse Effect on the Group Business. Section 2.8(a) of the SCO Disclosure Letter also identifies each "employee benefit plan," as defined in Section 3(3) of ERISA ("Employee Benefit Plan"), in which any of the Employees participate (collectively, the "Group Employee Plans"). Copies of all Group Benefit Arrangements have been made available to Caldera or its counsel. All contributions or premiums currently due and payable with respect to any of the Group Employee Plans have been made as required under ERISA or have been accrued on the 2000 Group Balance Sheet or will be made prior to the Effective Time. Any Contributed Company Employee Plan intended to be qualified under Section 401(a) of the Code has either obtained from the Internal Revenue Service a favorable determination letter as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986, or has applied to the Internal Revenue Service for such a determination letter prior to the expiration of the requisite period under applicable Treasury Regulations or Internal Revenue Service pronouncements in which to apply for such determination letter and to make any amendments necessary to obtain a favorable determination or has been established under a standardized prototype plan for which an Internal Revenue Service opinion letter has been obtained by the

ERISA and Other Compliance. (a) Section 2.8 of the SCO SSI Disclosure Letter lists each employment, severance, compensation or other similar contract, arrangement or policy and each plan or arrangement (written or oral, contractual or discretionary) providing for insurance coverage (including any self-insured arrangements), workers' benefits, vacation benefits, severance benefits, disability or permanent health insurance benefits, death benefits, hospitalization or other medical benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, commissions, stock options, stock purchase, phantom stock, stock appreciation, save as you earn appreciation or other forms of incentive compensation or post-post- retirement insurance, compensation or benefits for employees, consultants or directors (other than workers compensation, unemployment compensation and other government mandated programs) which both (A) is entered into, maintained or contributed to, as the case may be, by any member of the Contributed Company Group or any of the Contributing Companies, and (B) covers any Employee (collectively as the "Group Benefit ArrangementsGROUP BENEFIT ARRANGEMENTS"). Each Group Benefit Arrangement maintained by any member of the Contributed Company Group has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such Group Benefit Arrangement except as would not have a Material Adverse Effect on the Group Business. Section 2.8(a) of the SCO SSI Disclosure Letter also identifies each "employee benefit plan," as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended ("Employee Benefit PlanERISA") ("EMPLOYEE BENEFIT PLAN"), in which any of the Employees participate (collectively, the "Group Employee PlansGROUP EMPLOYEE PLANS"). Copies of all Group Benefit Arrangements have been made available to Caldera VERITAS or its counsel. All contributions or premiums currently due and payable with respect to any of the Group Employee Plans have been made as required under ERISA or have been accrued on the 2000 1998 Group Balance Sheet or will be made prior to the Effective Time. Any . (b) None of the Employee Benefit Plans maintained by any of the Contributing Companies or any member of the Contributed Company Employee Group (i) is a multiemployer plan, within the meaning of Section 3(37) or 4001(a)(3) of ERISA (a "MULTIEMPLOYER PLAN"), or a single employer pension plan, within the meaning of Section 4001(a)(15) of ERISA, for which Newco could incur liability und er Section 4063 or 4064 of ERISA (a "MULTIPLE EMPLOYER PLAN"), or (ii) provides or promises to provide retiree medical or life insurance benefits except in connection with (a) benefit coverage mandated by applicable law, including without limitation, coverage provided pursuant to Section 4980B of the Code; (b) death or disability benefits under any of the Group Benefit Arrangements; (c) benefits arising in connection with a separation or severance program, plan or arrangement; and (d) life insurance benefits for any employee who dies while in service with any of the Contributing Companies or any member of the Contributed Company Group. None of the Contributing Companies or any member of the Contributed Company Group has incurred or will incur prior to or as of the Effective Time any material liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including any liability in connection with (i) the termination or reorganization of any employee pension benefit plan subject to Title IV of ERISA or (ii) with withdrawal from any Multiemployer Plan intended or Multiple Employer Plan. (c) The appropriate Contributing Company or Contributed Company has timely provided, or will have provided prior to be qualified under the Effective Time, to Employees entitled thereto all required notices and made coverage available pursuant to Section 401(a4980B of the Internal Revenue Code and the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), with respect to any "qualifying event" (as defined in Section 4980B(f)(3) of the Internal Revenue Code). The appropriate Contributing Company or Contributed Company will timely provide to Employees entitled thereto all required notices and make coverage available pursuant to Internal Revenue Code has either obtained from Section 4980B and COBRA with respect to any "qualifying event" (as defined in Section 4980B(f)(3) of the Internal Revenue Service a favorable determination letter as Code) occurring prior to its qualified status under and including the Code, including all amendments to the Code effected by the Effective Time. No material Tax Reform Act payable on account of 1986, or has applied to Section 4980B of the Internal Revenue Service for Code has been incurred by the Contributing Companies or any of the Contributed Companies with respect to any current Employees (or their beneficiaries). (d) No benefit payable or which may become payable by any of the Contributed Companies or by any of the Contributing Companies with respect to any Employee shall constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Internal Revenue Code). (e) The Contributed Companies Group and the Contributing Companies are in compliance with all applicable laws, agreements and contracts relating to employment, employment practices, wages, hours, and terms and conditions of employment (including, but not limited to, employee compensation matters) with respect in all such a determination letter prior cases to the expiration Employees, except where the failure to be in compliance would not have a Material Adverse Effect on Newco. (f) The Contributed Company Group and the Contributing Companies have, to Seagate's Knowledge, good labor relations and to Seagate's Knowledge there are no facts indicating that the consummation of the requisite period under applicable Treasury Regulations transactions contemplated hereby will have a Material Adverse Effect on labor relations with Employees or Internal Revenue Service pronouncements that any of the Employees intends to leave its or their employ, where the same would have a Material Adverse Effect on the Group Business. (g) To Seagate's Knowledge, no Employee who is a key developer of a Group Product is subject to any agreement, obligation, order or other legal hindrance that impedes or might impede such executive or key employee from devoting his or her full business time to the affairs of Newco after the Effective Time. (h) The Contributed Companies Group and the Contributing Companies have, to Seagate's Knowledge and with respect only to the Employees, complied with all laws, rules and regulations relating to the employment of labor, including provisions thereof relating to wages, hours, equal opportunity, collective bargaining and the payment of social security and other Taxes, except where non-compliance would not have a Material Adverse Effect on the Group Business. (i) The Contributed Companies are not indebted to any executive officer or director of such Contributed Company, whether by loan, advance or otherwise, other than for salaries accrued but not yet payable and reimbursable out-of-pocket expenses incurred in which the ordinary course of business consistent with past practice and not yet payable, nor, except as described on Schedule 2.8(i) to apply for such determination letter and the SSI Disclosure Letter is any officer, director, employee or shareholder so indebted to make any amendments necessary of SSI or any of the Contributed Companies, except as disclosed in the 1998 Group Balance Sheet or the Seagate SEC Documents, nor does any Employee have any right to obtain a favorable determination force SSI or has been established under a standardized prototype plan for which an Internal Revenue Service opinion letter has been obtained by theany Contributing Company to repurchase any stock.

ERISA and Other Compliance. (a) Section 2.8 of the SCO SSI Disclosure Letter lists each employment, severance, compensation or other similar contract, arrangement or policy and each plan or arrangement (written or oral, contractual or discretionary) providing for insurance coverage (including any self-insured arrangements), workers' benefits, vacation benefits, severance benefits, disability or permanent health insurance benefits, death benefits, hospitalization or other medical benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, commissions, stock options, stock purchase, phantom stock, stock appreciation, save as you earn appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors (other than workers compensation, unemployment compensation and other government mandated programs) which both (A) is entered into, maintained or contributed to, as the case may be, by any member of the Contributed Company Group or any of the Contributing Companies, and (B) covers any Employee (collectively as the "Group Benefit ArrangementsGROUP BENEFIT ARRANGEMENTS"). Each Group Benefit Arrangement maintained by any member of the Contributed Company Group has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such Group Benefit Arrangement except as would not have a Material Adverse Effect on the Group Business. Section 2.8(a) of the SCO SSI Disclosure Letter also identifies each "employee benefit plan," as defined in Section 3(3) of ERISA ("Employee Benefit PlanEMPLOYEE BENEFIT PLAN"), in which any of the Employees participate (collectively, the "Group Employee PlansGROUP EMPLOYEE PLANS"). Copies of all Group Benefit Arrangements have been made available to Caldera VERITAS or its counsel. All contributions or premiums currently due and payable with respect to any of the Group Employee Plans have been made as required under ERISA or have been accrued on the 2000 1998 Group Balance Sheet or will be made prior to the Effective Time. Any . (b) None of the Group Employee Plans maintained by any of the Contributing Companies or any member of the Contributed Company Employee Plan intended to be qualified Group (i) is a multiemployer plan, within the meaning of Section 3(37) or 4001(a)(3) of ERISA (a "MULTIEMPLOYER PLAN"), or a single employer pension plan, within the meaning of Section 4001(a)(15) of ERISA, for which Newco could incur liability under Section 401(a4063 or 4064 of ERISA (a "MULTIPLE EMPLOYER PLAN"), or (ii) provides or promises to provide retiree medical or life insurance benefits except in connection with (a) benefit coverage mandated by applicable law, including without limitation, coverage provided pursuant to Section 4980B of the Code; (b) death or disability benefits under any of the Group Benefit Arrangements; (c) benefits arising in connection with a separation or severance program, plan or arrangement; and (d) life insurance benefits for any employee who dies while in service with any of the Contributing Companies or any member of the Contributed Company Group. None of the Contributing Companies or any member of the Contributed Company Group has incurred or will incur prior to or as of the Effective Time any material liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including any liability in connection with (i) the termination or reorganization of any employee pension benefit plan subject to Title IV of ERISA or (ii) with withdrawal from any Multiemployer Plan or Multiple Employer Plan. (c) The appropriate Contributing Company or Contributed Company has timely provided, or will have provided prior to the Effective Time, to Employees entitled thereto all required notices and made coverage available pursuant to Section 4980B of the Internal Revenue Code and the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), with respect to any "qualifying event" (as defined in Section 4980B(f)(3) of the Internal Revenue Code). The appropriate Contributing Company or Contributed Company will timely provide to Employees entitled thereto all required notices and make coverage available pursuant to Internal Revenue Code has either obtained from Section 4980B and COBRA with respect to any "qualifying event" (as defined in Section 4980B(f)(3) of the Internal Revenue Service a favorable determination letter as Code) occurring prior to its qualified status under and including the Code, including all amendments to the Code effected by the Effective Time. No material Tax Reform Act payable on account of 1986, or has applied to Section 4980B of the Internal Revenue Service for Code has been incurred by the Contributing Companies or any of the Contributed Companies with respect to any current Employees (or their beneficiaries). (d) No benefit payable or which may become payable by any of the Contributed Companies or by any of the Contributing Companies with respect to any Employee shall constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Internal Revenue Code). (e) The Contributed Company Group and the Contributing Companies are in compliance with all applicable laws, agreements and contracts relating to employment, employment practices, wages, hours, and terms and conditions of employment (including, but not limited to, employee compensation matters) with respect in all such a determination letter prior cases to the expiration Employees, except where the failure to be in compliance would not have a Material Adverse Effect on Newco. (f) The Contributed Company Group and the Contributing Companies have, to Seagate's Knowledge, good labor relations and to Seagate's Knowledge there are no facts indicating that the consummation of the requisite period under applicable Treasury Regulations transactions contemplated hereby will have a material adverse effect on labor relations with Employees or Internal Revenue Service pronouncements that any of the Employees intends to leave its or their employ, where in which either case the same would have a Material Adverse Effect on the Group Business. (g) To Seagate's Knowledge, no Employee who is a key developer of a Group Product is subject to apply any agreement, obligation, order or other legal hindrance that impedes or might impede such Employee from devoting his or her full business time to the affairs of Newco after the Effective Time. (h) The Contributed Company Group and the Contributing Companies have, to Seagate's Knowledge and with respect only to the Employees, complied with all laws, rules and regulations relating to the employment of labor, including provisions thereof relating to wages, hours, equal opportunity, collective bargaining and the payment of social security and other Taxes, except where non-compliance would not have a Material Adverse Effect on the Group Business. (i) None of the Contributed Companies are indebted to any executive officer or director of any such Contributed Company, whether by loan, advance or otherwise, other than for such determination letter salaries accrued but not yet payable and reimbursable out-of-pocket expenses incurred in the ordinary course of business consistent with past practice and not yet payable, nor, except as described in Section 2.8(i) to make the SSI Disclosure Letter or except as disclosed in the 1998 Group Balance Sheet or the Seagate SEC Documents, is any amendments necessary officer, director, employee or shareholder so indebted to obtain a favorable determination any of SSI or has been established under a standardized prototype plan for which an Internal Revenue Service opinion letter has been obtained by theany of the Contributed Companies, nor does any Employee have any right to force SSI or any Contributing Company to repurchase any stock.

ERISA and Other Compliance. (a) Section 2.8 3.8(a) of the SCO VERITAS Disclosure Letter lists each employment, severance, compensation or other similar contract, arrangement or policy and each plan or arrangement (written or oral, contractual or discretionary) providing for insurance coverage (including any self-insured A-35 37 arrangements), workers' benefits, vacation benefits, severance benefits, disability or permanent health insurance benefits, death benefits, hospitalization or other medical benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, commissions, stock options, stock purchase, phantom stock, stock appreciation, save as you earn appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors (other than workers compensation, unemployment compensation and other government mandated programs) which both (A) is entered into, maintained or contributed to, as the case may be, by any member of the Contributed Company Group or any of the Contributing CompaniesVERITAS, and (B) covers any Employee employee or former employee of the VERITAS Business (collectively as collectively, the "Group Benefit ArrangementsVERITAS BENEFIT ARRANGEMENTS"). Each Group VERITAS Benefit Arrangement maintained by VERITAS or any member of the Contributed Company Group VERITAS Subsidiary has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such Group VERITAS Benefit Arrangement except as would not have a Material Adverse Effect on the Group BusinessVERITAS. Section 2.8(a3.8(a) of the SCO VERITAS Disclosure Letter also identifies each "employee benefit plan," as defined in Section 3(3) of ERISA ("Employee Benefit Plan"), Plan in which any of the Employees employees participate (collectively, the "Group Employee PlansVERITAS EMPLOYEE PLANS"). Copies of all Group VERITAS Benefit Arrangements have been made available to Caldera SSI or its counsel. All contributions or premiums currently due and payable with respect to any of the Group VERITAS Employee Plans have been made as required under ERISA or have been accrued on the 2000 Group VERITAS Financial Statements as of the VERITAS Financial Statements Balance Sheet Date, or will be made prior to the Effective Time. Any Contributed Company . (b) None of the VERITAS Employee Plan intended to be qualified Plans maintained by any member of the VERITAS Group (i) is a Multiemployer Plan, or a Multiple Employer Plan, for which Newco could incur liability under Section 401(a4063 or 4064 of ERISA, or (ii) provides or promises to provide retiree medical or life insurance benefits except in connection with (a) benefit coverage mandated by applicable law, including without limitation, coverage provided pursuant to Section 4980B of the Code; (b) death or disability benefits under any of the VERITAS Benefit Arrangements; (c) benefits arising in connection with a separation or severance program, plan or arrangement; and (d) life insurance benefits for any employee who dies while in service with VERITAS. No member of the VERITAS Group has incurred or will incur prior to or as of the Effective Time any material liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including any liability in connection with (i) the termination or reorganization of any employee pension benefit plan subject to Title IV of ERISA or (ii) with withdrawal from any Multiemployer Plan or Multiple Employer Plan. (c) The appropriate VERITAS entity has timely provided, or will have provided prior to the Effective Time, to VERITAS employees entitled thereto all required notices and made coverage available pursuant to Section 4980B of the Internal Revenue Code and COBRA, with respect to any "qualifying event" (as defined in Section 4980B(f)(3) of the Internal Revenue Code). The appropriate VERITAS entity will timely provide to VERITAS employees entitled thereto all required notices and make coverage available pursuant to Internal Revenue Code has either obtained from Section 4980B and COBRA with respect to any "qualifying event" (as defined in Section 4980B(f)(3) of the Internal Revenue Service a favorable determination letter as Code) occurring prior to its qualified status under and including the Code, including all amendments to the Code effected by the Effective Time. No material Tax Reform Act payable on account of 1986, or has applied to Section 4980B of the Internal Revenue Service for such a determination letter prior to the expiration Code has been incurred by any member of the requisite period under applicable Treasury Regulations VERITAS Group with respect to any current or former employees (or their beneficiaries). (d) No benefit payable or which may become payable by any member of the VERITAS Group with respect to any VERITAS employee shall constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Internal Revenue Service pronouncements Code). A-36 38 (e) The VERITAS Group is in which compliance with all applicable laws, agreements and contracts relating to apply for such determination letter employment, employment practices, wages, hours, and terms and conditions of employment, including, but not limited to, employee compensation matters, relating to make any amendments necessary VERITAS employees, except where the failure to obtain be in compliance would not have a favorable determination or has been established under a standardized prototype plan for which an Internal Revenue Service opinion letter has been obtained by theMaterial Adverse Effect on Newco.

ERISA and Other Compliance. (a) Section 2.8 of the SCO SSI Disclosure Letter lists each employment, severance, compensation or other similar contract, arrangement or policy and each plan or arrangement (written or oral, contractual or discretionary) providing for insurance coverage (including any self-insured arrangements), workers' benefits, vacation benefits, severance benefits, disability or permanent health insurance benefits, death benefits, hospitalization or other medical benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, commissions, stock options, stock purchase, phantom stock, stock appreciation, save as you earn appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors (other than workers compensation, unemployment compensation and other government mandated programs) which both (A) is entered into, maintained or contributed to, as the case may be, by any member of the Contributed Company Group or any of the Contributing Companies, and (B) covers any Employee (collectively as the "Group Benefit ArrangementsGROUP BENEFIT ARRANGEMENTS"). Each Group Benefit Arrangement maintained by any member of the Contributed Company Group has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such Group Benefit Arrangement except as would not have a Material Adverse Effect on the Group Business. Section 2.8(a) of the SCO SSI Disclosure Letter also identifies each "employee benefit plan," as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended ("Employee Benefit PlanERISA") ("EMPLOYEE BENEFIT PLAN"), in which any of the Employees participate (collectively, the "Group Employee PlansGROUP EMPLOYEE PLANS"). Copies of all Group Benefit Arrangements have been made available to Caldera VERITAS or its counsel. All contributions or premiums currently due and payable with respect to any of the Group Employee Plans have been made as required under ERISA or have been accrued on the 2000 1998 Group Balance Sheet or will be made prior to the Effective Time. Any . (b) None of the Employee Benefit Plans maintained by any of the Contributing Companies or any member of the Contributed Company Employee Plan intended to be qualified Group (i) is a multiemployer plan, within the meaning of Section 3(37) or 4001(a)(3) of ERISA (a "MULTIEMPLOYER PLAN"), or a single employer pension plan, within the meaning of Section 4001(a)(15) of ERISA, for which Newco could incur liability under Section 401(a4063 or 4064 of ERISA (a "MULTIPLE EMPLOYER PLAN"), or (ii) provides or promises to provide retiree medical or life insurance benefits except in connection with (a) benefit coverage mandated by applicable law, including without limitation, coverage provided pursuant to Section 4980B of the Code; (b) death or disability benefits under any of the Group Benefit Arrangements; (c) benefits arising in connection with a separation or severance program, plan or arrangement; and (d) life insurance benefits for any employee who dies while in service with any of the Contributing Companies or any member of the Contributed Company Group. None of the Contributing Companies or any member of the Contributed Company Group has incurred or will incur prior to or as of the Effective Time any material liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including any liability in connection with (i) the termination or reorganization of any employee pension benefit plan subject to Title IV of ERISA or (ii) with withdrawal from any Multiemployer Plan or Multiple Employer Plan. (c) The appropriate Contributing Company or Contributed Company has timely provided, or will have provided prior to the Effective Time, to Employees entitled thereto all required notices and made coverage available pursuant to Section 4980B of the Internal Revenue Code and the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), with respect to any "qualifying event" (as defined in Section 4980B(f)(3) of the Internal Revenue Code). The appropriate Contributing Company or Contributed Company will timely provide to Employees entitled thereto all required notices and make coverage available pursuant to Internal Revenue Code has either obtained from Section 4980B and COBRA with respect to any "qualifying event" (as defined in Section 4980B(f)(3) of the Internal Revenue Service a favorable determination letter as Code) occurring prior to its qualified status under and including the Code, including all amendments to the Code effected by the Effective Time. No material Tax Reform Act payable on account of 1986, or has applied to Section 4980B of the Internal Revenue Service for Code has been incurred by the Contributing Companies or any of the Contributed Companies with respect to any current Employees (or their beneficiaries). (d) No benefit payable or which may become payable by any of the Contributed Companies or by any of the Contributing Companies with respect to any Employee shall constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Internal Revenue Code). (e) The Contributed Companies Group and the Contributing Companies are in compliance with all applicable laws, agreements and contracts relating to employment, employment practices, wages, hours, and terms and conditions of employment (including, but not limited to, employee compensation matters) with respect in all such a determination letter prior cases to the expiration Employees, except where the failure to be in compliance would not have a Material Adverse Effect on Newco. (f) The Contributed Company Group and the Contributing Companies have, to Seagate's Knowledge, good labor relations and to Seagate's Knowledge there are no facts indicating that the consummation of the requisite period under applicable Treasury Regulations transactions contemplated hereby will have a Material Adverse Effect on labor relations with Employees or Internal Revenue Service pronouncements that any of the Employees intends to leave its or their employ, where the same would have a Material Adverse Effect on the Group Business. (g) To Seagate's Knowledge, no Employee who is a key developer of a Group Product is subject to any agreement, obligation, order or other legal hindrance that impedes or might impede such executive or key employee from devoting his or her full business time to the affairs of Newco after the Effective Time. (h) The Contributed Companies Group and the Contributing Companies have, to Seagate's Knowledge and with respect only to the Employees, complied with all laws, rules and regulations relating to the employment of labor, including provisions thereof relating to wages, hours, equal opportunity, collective bargaining and the payment of social security and other Taxes, except where non-compliance would not have a Material Adverse Effect on the Group Business. (i) The Contributed Companies are not indebted to any executive officer or director of such Contributed Company, whether by loan, advance or otherwise, other than for salaries accrued but not yet payable and reimbursable out-of-pocket expenses incurred in which the ordinary course of business consistent with past practice and not yet payable, nor, except as described on Schedule 2.8(i) to apply for such determination letter and the SSI Disclosure Letter is any officer, director, employee or shareholder so indebted to make any amendments necessary of SSI or any of the Contributed Companies, except as disclosed in the 1998 Group Balance Sheet or the Seagate SEC Documents, nor does any Employee have any right to obtain a favorable determination force SSI or has been established under a standardized prototype plan for which an Internal Revenue Service opinion letter has been obtained by theany Contributing Company to repurchase any stock.