Common use of ERISA and Other Compliance Clause in Contracts

ERISA and Other Compliance. (a) IMS has made available to TriZetto a list of (i) each "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and (ii) any other plan, arrangement or agreement involving compensation or benefits, including any employment agreements, plans or arrangements providing for insurance coverage (including self-insured arrangements), retirement benefits, deferred compensation, profit-sharing, incentive compensation, stock options, stock purchases, phantom stock, stock appreciation, other stock-based awards, or post-retirement insurance, covering employees of Erisco and maintained or contributed to or entered into as of the date of this Agreement, or that has within the last six (6) years been maintained or contributed to or entered into by IMS or any of its subsidiaries or any IMS ERISA Affiliate (as defined below) under which IMS or any of its subsidiaries or any IMS ERISA Affiliate has any present or future obligation or liability with respect to any current or former employee, consultant, leased employee or director of IMS or any of its subsidiaries or any IMS ERISA Affiliate (collectively, the "IMS EMPLOYEE PLANS"). For purposes of this Agreement, "IMS ERISA AFFILIATE" shall mean any entity which is a member of (A) a "controlled group of corporations," as defined in Section 414(b) of the Code, (B) a group of entities under "common control," as defined in Section 414(c) of the Code, or (C) an "affiliated service group," as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes IMS or any of its subsidiaries. IMS has also made available to TriZetto copies of all IMS Employee Plans, and as applicable, all amendments thereto and written interpretations thereof, trust agreements, insurance contracts, current summary plan descriptions and summaries of material modification, the three (3) most recent annual reports (Form 5500, including, if applicable, Schedule B thereto), the most recent determination letter from the Internal Revenue Service, actuarial reports for the last three (3) years, all agreements with fiduciaries and service providers and all substantive correspondence with the Internal Revenue Service, the Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency. All contributions due from IMS or any of its subsidiaries through the date hereof with respect to any of the IMS Employee Plans have been made as may have been required by ERISA and the Code or have been accrued in accordance with generally accepted accounting practices on IMS's or any such subsidiary's financial statements as of the date hereof. Each IMS Employee Plan has been maintained and operated in compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, except for such noncompliance as would not have a Material Adverse Effect on Erisco. Erisco does not currently maintain, nor has it ever maintained, any "employee benefit plan", as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").

ERISA and Other Compliance. (a) IMS TriZetto has made available to TriZetto IMS a list of (i) each "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and (ii) any other plan, arrangement or agreement involving direct or indirect compensation or benefits, including any employment agreements, plans or arrangements providing for insurance coverage (including self-insured arrangements), retirement benefits, deferred compensation, profit-sharing, incentive compensation, stock options, stock purchases, phantom stock, stock appreciation, other stock-based awards, or post-retirement insurance, covering employees of Erisco and maintained or contributed to or entered into as of the date of this Agreement, or that has within the last six (6) years been maintained or contributed to or entered into by IMS TriZetto or any of its subsidiaries the TriZetto Subsidiaries or any IMS TriZetto ERISA Affiliate (as defined below) under which IMS TriZetto or any of its subsidiaries the TriZetto Subsidiaries or any IMS TriZetto ERISA Affiliate has any present or future obligation or liability with respect to any current or former employee, consultant, leased employee or director of IMS TriZetto or any of its subsidiaries the TriZetto Subsidiaries or any IMS TriZetto ERISA Affiliate (collectively, the "IMS TRIZETTO EMPLOYEE PLANS"). For purposes of this Agreement, "IMS TRIZETTO ERISA AFFILIATE" shall mean any entity which is a member of (A) a "controlled group of corporations," as defined in Section 414(b) of the Code, (B) a group of entities under "common control," as defined in Section 414(c) of the Code, or (C) an "affiliated service group," as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes IMS TriZetto or any of its subsidiariesthe TriZetto Subsidiaries. IMS TriZetto has also made available to TriZetto IMS copies of all IMS TriZetto Employee Plans, and as applicable, all amendments thereto and written interpretations thereof, trust agreements, insurance contracts, current summary plan descriptions and any summaries of material modification, the three (3) most recent annual reports (Form 5500, including, if applicable, Schedule B thereto), the most recent determination letter from the Internal Revenue Service, actuarial reports for the last three (3) years, all agreements with fiduciaries and service providers and all substantive correspondence with the Internal Revenue Service, the Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency. All contributions due from IMS TriZetto or any of its subsidiaries the TriZetto Subsidiaries through the date hereof with respect to any of the IMS TriZetto Employee Plans have been made as may have been required by ERISA and the Code or have been accrued in accordance with generally accepted accounting practices on IMSTriZetto's or any such subsidiaryTriZetto Subsidiary's financial statements as of the date hereof. Each IMS TriZetto Employee Plan has been maintained and operated in compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, except for such noncompliance as would not have a Material Adverse Effect on Erisco. Erisco does not currently maintain, nor has it ever maintained, any "employee benefit plan", as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")TriZetto.

ERISA and Other Compliance. (aA) IMS has made available to TriZetto a list of (i) each "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and (ii) any other plan, arrangement or agreement involving compensation or benefits, including any employment agreements, plans or arrangements providing for insurance coverage (including self-insured arrangements), retirement benefits, deferred compensation, profit-sharing, incentive compensation, stock options, stock purchases, phantom stock, stock appreciation, other stock-based awards, or post-retirement insurance, covering employees of Erisco and maintained or contributed to or entered into as of the date of this Agreement, or that has within the last six (6) years been maintained or contributed to or entered into by IMS or any of its subsidiaries the IMS Subsidiaries or any IMS ERISA Affiliate (as defined below) under which IMS or any of its subsidiaries the IMS Subsidiaries or any IMS ERISA Affiliate has any present or future obligation or liability with respect to any current or former employee, consultant, leased employee or director of IMS or any of its subsidiaries the IMS Subsidiaries or any IMS ERISA Affiliate (collectively, the "IMS EMPLOYEE PLANS"). For purposes of this Agreement, "IMS ERISA AFFILIATE" shall mean any entity which is a member of (A) a "controlled group of corporations," as defined in Section 414(b) of the Code, (B) a group of entities under "common control," as defined in Section 414(c) of the Code, or (C) an "affiliated service group," as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes IMS or any of its subsidiariesthe IMS Subsidiaries. IMS has also made available to TriZetto copies of all IMS Employee Plans, and as applicable, all amendments thereto and written interpretations thereof, trust agreements, insurance contracts, current summary plan descriptions and summaries of material modification, the three (3) most recent annual reports (Form 5500, including, if applicable, Schedule B thereto), the most recent determination letter from the Internal Revenue Service, actuarial reports for the last three (3) years, all agreements with fiduciaries and service providers and all substantive correspondence with the Internal Revenue Service, the Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency. All contributions due from IMS or any of its subsidiaries the IMS Subsidiaries through the date hereof December 31, 1999 with respect to any of the IMS Employee Plans have been made as may have been required by ERISA and the Code or have been accrued in accordance with generally accepted accounting practices on IMS's or any such subsidiaryIMS Subsidiary's financial statements as of the date hereofDecember 31, 1999. Each IMS Employee Plan has been maintained and operated in compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, except for such noncompliance as would not have a Material Adverse Effect on Erisco. Erisco does not currently maintain, nor has it ever maintained, any "employee benefit plan", as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")IMS.