Common use of ERISA; Benefit Plans Clause in Contracts

ERISA; Benefit Plans. Section 4.26(d) of the Disclosure Statement accurately (i) lists each ERISA Pension Benefit Plan (A) the funding requirements of which (under Section 301 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ending on the date of this Agreement were, in whole or in part, the responsibility of the Company or any Company Subsidiary, or respecting which the Company or any Company Subsidiary is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) being a "Company ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which a Company ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) being an "ERISA Affiliate Pension Plan"), and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Company or any Company Subsidiary (each plan described in this clause (C) and each Company ERISA Pension Plan being a "Company ERISA Benefit Plan"), (ii) states the termination date of each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated, and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company has provided WORK with true, complete and correct copies of (i) each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan, (ii) each trust agreement related thereto, and (iii) all amendments to all such plans and trust agreements. Except as accurately set forth in Section 4.26(d) of the Disclosure Statement, (i) neither the Company nor any Company Subsidiary is, or at any time during the six-year period ended on the date of this Agreement was, a member of any ERISA Group that currently includes, or included when the Company or a Company Subsidiary was a member, among its members any Person other than the Company and the Company Subsidiaries, and (ii) no Person is an ERISA Affiliate of the Company or any Company Subsidiary (other than the Company or any Company Subsidiary in the case of any other Company Subsidiary or any Company Subsidiary in the case of the Company, if the Company and the Company Subsidiaries comprise an ERISA Group).

ERISA; Benefit Plans. Section 4.26(d) of the Disclosure Statement accurately Schedule 3.24 (i) lists (A) each ERISA Pension Benefit Plan (A1) the funding requirements of which (under Section 301 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ending on the date of this Agreement hereof were, in whole or in part, the responsibility of the Company OSI or any Company Subsidiary, or (2) respecting which the Company or any Company Subsidiary OSI is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) being a "Company ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which a Company an ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) being an "ERISA Affiliate Pension Plan"), ) and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Company or any Company Subsidiary OSI (each plan described in this clause (C) and each Company ERISA Pension Plan being a "Company ERISA Benefit Plan"), (ii) states the termination date of each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated, terminated and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company OSI has provided WORK T-NDE with (i) true, complete and correct copies of (iA) each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan, (iiB) each trust agreement related thereto, thereto and (iiiC) all amendments to all such those plans and trust agreements. Except as accurately set forth in Section 4.26(d) of the Disclosure StatementSchedule 3.24, (i) neither the Company OSI is not, nor any Company Subsidiary is, or at any time during the six-year period ended on the date of this Agreement hereof was, a member of any ERISA Group that currently includes, or included when the Company or a Company Subsidiary OSI was a member, among its members any Person other than the Company and the Company Subsidiaries, OSI and (ii) no Person is an ERISA Affiliate of the Company or any Company Subsidiary (other than the Company or any Company Subsidiary in the case of any other Company Subsidiary or any Company Subsidiary in the case of the Company, if the Company and the Company Subsidiaries comprise an ERISA Group)OSI.

ERISA; Benefit Plans. Section 4.26(dSCHEDULE 4.25(d) of the Disclosure Statement accurately (i) lists each ERISA Pension Benefit Plan (A) the funding requirements of which (under Section 301 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ending on the date of this Agreement were, in whole or in part, the responsibility of the Company or any Company SubsidiaryCompany, or respecting which the Company or any Company Subsidiary is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) being a "Company COMPANY ERISA Pension PlanPENSION PLAN"), (B) each other ERISA Pension Benefit Plan respecting which a Company an ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) being an "ERISA Affiliate Pension PlanAFFILIATE PENSION PLAN"), and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Company or any Company Subsidiary (each plan described in this clause (C) and each Company ERISA Pension Plan being a "Company COMPANY ERISA Benefit PlanBENEFIT PLAN"), (ii) states the termination date of each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated, and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company has provided WORK Purchaser with true, complete and correct copies of (i) each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan, (ii) each trust agreement related thereto, and (iii) all amendments to all such plans and trust agreements. Except as accurately set forth in Section 4.26(d) of the Disclosure StatementSCHEDULE 4.25(d), (i) neither the Company is not, nor any Company Subsidiary is, or at any time during the six-year period ended on the date of this Agreement waswas not, a member of any ERISA Group that currently includes, or included when the Company or a Company Subsidiary was a member, among its members any Person other than the Company and the Company SubsidiariesCompany, and (ii) no Person is an ERISA Affiliate of the Company or any Company Subsidiary (other than the Company or any Company Subsidiary in the case of any other Company Subsidiary or any Company Subsidiary in the case of the Company, if the Company and the Company Subsidiaries comprise an ERISA Group).

ERISA; Benefit Plans. Section 4.26(d) of the Disclosure Statement accurately (i) lists each ERISA Pension Benefit Plan (AA)(1) the funding requirements of which (under Section 301 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ending on the date of this Agreement hereof were, in whole or in part, the responsibility of the Company or any Company Subsidiary, Subsidiary or (2) respecting which the Company or any Company Subsidiary is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) being a "Company ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which a Company an ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) being an "ERISA Affiliate Pension Plan"), ) and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Company or any Company Subsidiary (each plan described in this clause (C) and each Company ERISA Pension Plan being a "Company ERISA Benefit Plan"), (ii) states the termination date of each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated, terminated and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company has provided WORK Apple with (i) true, complete and correct copies of (iA) each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan, (iiB) each trust agreement related thereto, thereto and (iiiC) all amendments to all such those plans and trust agreements. Except as accurately set forth in Section 4.26(d) of the Disclosure Statement, (i) neither the Company nor any Company Subsidiary is, or at any time during the six-year period ended on the date of this Agreement hereof was, a member of any ERISA Group that currently includes, or included when the Company or a Company Subsidiary was a member, among its members any Person other than the Company and the Company Subsidiaries, Subsidiaries and (ii) no Person is an ERISA Affiliate of the Company or any Company Subsidiary (other than the Company or any Company Subsidiary in the case of any other Company Subsidiary or any Company Subsidiary in the case of the Company, if the Company and the Company Subsidiaries comprise an ERISA Group).

ERISA; Benefit Plans. Section 4.26(d) of the Disclosure Statement accurately Schedule 4.17 (i) lists (A) each ERISA Pension Benefit Plan (A1) the funding requirements of which (under Section 301 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ending ended on the date of this Agreement hereof were, in whole or in part, the responsibility of RCC (or, as of the Company Reorganization Date and the Closing, the Company) or any Company Subsidiary, or (2) respecting which the Company or any Company Subsidiary RCC is, or at any time during that period was, (or, as of the Reorganization Date and the Closing, the Company will be ) a "“contributing sponsor" ” or an "“employer" ” as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) describes being a "“Company ERISA Pension Plan"”), (B) each other ERISA Pension Benefit Plan respecting which a Company an ERISA Affiliate is, or at any time during that period was, such a "“contributing sponsor" ” or "“employer" ” (each plan described in this clause (B) describes being an "“ERISA Affiliate Pension Plan"), ”) and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by RCC (or, as of the Company or any Company Subsidiary Reorganization Date and the Closing, the Company) (each plan described in this clause (C) describes and each the Company ERISA Pension Plan being a "“Company ERISA Benefit Plan"”), (ii) states the termination date of each the Company ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated, terminated and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company has provided WORK with true, complete and correct copies of (iSchedule 4.17(b) each Company discloses any benefit plan that would be considered an ERISA Pension Benefit Plan and ERISA Affiliate Pension Plan, (ii) each trust agreement related thereto, and (iii) all amendments if it covered U.S. employees. The Plans covering Canadian employees are referred to all such plans and trust agreements. Except as accurately set forth in Section 4.26(d) of the Disclosure Statement, (i) neither the Company nor any Company Subsidiary is, or at any time during the six-year period ended on the date of this Agreement was, a member of any ERISA Group that currently includes, or included when the Company or a Company Subsidiary was a member, among its members any Person other than the Company and the Company Subsidiaries, and (ii) no Person is an ERISA Affiliate of the Company or any Company Subsidiary (other than the Company or any Company Subsidiary in the case of any other Company Subsidiary or any Company Subsidiary in the case of the Company, if the Company and the Company Subsidiaries comprise an ERISA Group)“Canadian Plans.”

ERISA; Benefit Plans. Section 4.26(d) of the Disclosure Statement accurately (i) lists each ERISA Pension Benefit Plan (AA)(1) the funding requirements of which (under Section 301 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ending on the date of this Agreement hereof were, in whole or in part, the responsibility of the Company Owner or any Company Subsidiary, or (2) respecting which the Company or any Company Subsidiary Owner is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) being a an "Company Owner ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which a Company an ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) being an "ERISA Affiliate Pension Plan"), ) and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Company or any Company Subsidiary Owner (each plan described in this clause (C) and each Company Owner ERISA Pension Plan being a an "Company Owner ERISA Benefit Plan"), (ii) states the termination date of each Company Owner ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated, terminated and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company Owner has provided WORK Apple with (i) true, complete and correct copies of (iA) each Company Owner ERISA Benefit Plan and ERISA Affiliate Pension Plan, (iiB) each trust agreement related thereto, thereto and (iiiC) all amendments to all such those plans and trust agreements. Except as accurately set forth in Section 4.26(d) of the Disclosure Statement, (i) neither the Company Owner is not, nor any Company Subsidiary is, or at any time during the six-year period ended on the date of this Agreement hereof was, a member of any ERISA Group that currently includes, or included when the Company or a Company Subsidiary was a member, among its members any Person other than the Company and the Company Subsidiaries, and (ii) no Person is an ERISA Affiliate of the Company or any Company Subsidiary (other than the Company or any Company Subsidiary in the case of any other Company Subsidiary or any Company Subsidiary in the case of the Company, if the Company and the Company Subsidiaries comprise an ERISA Group)Owner.

ERISA; Benefit Plans. Section Schedule 4.26(d) of the Disclosure Statement accurately (i) lists (A) each ERISA Pension Benefit Plan (A1) the funding requirements of which (under Section 301 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ending on the date of this Agreement hereof (the "Period") were, in whole or in part, directly or indirectly, the responsibility of the Company or any Company Subsidiary, Subsidiary or (2) respecting which the Company or any Company Subsidiary is, or at any time during that period the Period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) being a "Company ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which a Company an ERISA Affiliate is, or at any time during that period the Period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) being an "ERISA Affiliate Pension Plan"), ) and (C) each other ERISA Employee Benefit Plan (other than a Welfare Plan or a plan described in (A) or (B) above) that is being, or at any time during that period the Period was, sponsored, maintained or contributed to by the Company or any Company Subsidiary (each plan described in this clause (C) and each Company ERISA Pension Plan being a "Company ERISA Benefit Plan"), (ii) states the termination date of each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated, terminated during the Period and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company has provided WORK RW with (i) true, complete and correct copies of (iA) each Company ERISA Benefit Plan, (B) each trust agreement related thereto and (C) all amendments to each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan, (ii) each trust agreement related thereto, and (iii) all amendments to all such plans and trust agreementsagreement. Except as accurately set forth in Section Schedule 4.26(d) of the Disclosure Statement), (i) neither the Company nor any Company Subsidiary is, or at any time during the six-year period ended on the date of this Agreement Period was, a member of any ERISA Group that currently includes, or included when the Company or a Company Subsidiary was a member, among its members any Person other than the Company and the Company Subsidiaries, Subsidiaries and (ii) no Person is an ERISA Affiliate of the Company or any Company Subsidiary (other than the Company or any Company Subsidiary in the case of any other Company Subsidiary or any Company Subsidiary in the case of the Company, if the Company and the Company Subsidiaries comprise an ERISA Group).

ERISA; Benefit Plans. Section 4.26(d) of the Disclosure Statement accurately Schedule 3.22 (i) lists (A) each ERISA Pension Benefit Plan (A1) the funding requirements of which (under Section 301 302 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ending ended on the date of this Agreement hereof were, in whole or in part, the responsibility of the Company or any Company Subsidiary, or (2) respecting which the Company or any Company Subsidiary is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) describes being a "Company ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which a Company an ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) describes being an "ERISA Affiliate Pension Plan"), ) and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Company or any Company Subsidiary (each plan described in this clause (C) describes and each Company ERISA Pension Plan being a "Company ERISA Benefit Plan"), (ii) states the termination date of each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated, terminated and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company has provided WORK Buyer with true, complete and correct copies of (i) each the Company ERISA Benefit Plan and ERISA Affiliate Pension Plan, (ii) each trust agreement related thereto, thereto and (iii) all amendments to all such those plans and trust agreements. Except as accurately set forth in Section 4.26(d) of the Disclosure StatementSchedule 3.22 sets forth, (i) neither the Company nor any Company Subsidiary isis not, or and at any no time during the six-year period ended on the date of this Agreement hereof was, a member of any ERISA Group that currently includes, or included when the Company or a Company Subsidiary was a member, among its members any Person other than the Company and the Company Subsidiaries, and (ii) no Person is an ERISA Affiliate of the Company or any Company Subsidiary (other than the Company or any Company Subsidiary in the case of any other Company Subsidiary or any Company Subsidiary in the case of the Company, if the Company and the Company Subsidiaries comprise an ERISA Group).

ERISA; Benefit Plans. Section 4.26(d) of the Disclosure Statement Schedule 2.25 accurately (i) lists each ERISA Pension Benefit Plan (AA)(1) the funding requirements of which (under Section 301 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ending on the date of this Agreement hereof were, in whole or in part, the responsibility of the Company or any Company Subsidiary, Subsidiary or (2) respecting which the Company or any Company Subsidiary is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) being a "Company ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which a Company an ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) being an "ERISA Affiliate Pension Plan"), ) and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Company or any Company Subsidiary (each plan described in this clause (C) and each Company ERISA Pension Plan being a "Company ERISA Benefit Plan"), (ii) states the termination date of each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated, terminated and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company has provided WORK ARS with (i) true, complete and correct copies of (iA) each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan, (iiB) each trust agreement related thereto, thereto and (iiiC) all amendments to all such those plans and trust agreements. Except as accurately set forth in Section 4.26(d) of the Disclosure StatementSchedule 2.25, (i) neither the Company nor any Company Subsidiary is, or at any time during the six-year period ended on the date of this Agreement hereof was, a member of any ERISA Group that currently includes, or included when the Company or a Company Subsidiary was a member, among its members any Person other than the Company and the Company Subsidiaries, Subsidiaries and (ii) no Person is an ERISA Affiliate of the Company or any Company Subsidiary (other than the Company or any Company Subsidiary in the case of any other Company Subsidiary or any Company Subsidiary in the case of the Company, if the Company and the Company Subsidiaries comprise an ERISA Group).

ERISA; Benefit Plans. Section 4.26(d) of the Disclosure Statement accurately (i) lists each ERISA Pension Benefit Plan (A) the funding requirements of which (under Section 301 302 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ending on the date of this Agreement were, in whole or in part, the responsibility of the Company or any Company Subsidiary, or respecting which the Company or any Company Subsidiary is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) being a "Company ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which a Company an ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) being an "ERISA Affiliate Pension Plan"), and (Cc) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Company or any Company Subsidiary (each plan described in this clause (Cc) and each Company ERISA Pension Plan being a "Company ERISA Benefit Plan"), (ii) states the termination date of each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated, and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company has provided WORK OEI with true, complete and correct copies of (i) each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan, (ii) each trust agreement related thereto, and (iii) all amendments to all such plans and trust agreements. Except as accurately set forth in Section 4.26(d) of the Disclosure Statement, (i) neither the Company nor any Company Subsidiary is, or at any time during the six-year period ended on the date of this Agreement was, a member of any ERISA Group that currently includes, or included when the Company or a Company Subsidiary was a member, among its members any Person other than the Company and the Company Subsidiaries, and (ii) no Person is an ERISA Affiliate of the Company or any Company Subsidiary (other than the Company or any Company Subsidiary in the case of any other Company Subsidiary or any Company Subsidiary in the case of the Company, if the Company and the Company Subsidiaries comprise an ERISA Group).

ERISA; Benefit Plans. Section 4.26(d(d) of the Disclosure Statement accurately (i) lists each ERISA Pension Benefit Plan (AA)(1) the funding requirements of which (under Section 301 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ending on the date of this Agreement hereof were, in whole or in part, the responsibility of the Company Seller or any Company Subsidiary, Seller Subsidiary or (2) respecting which the Company Seller or any Company Seller Subsidiary is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) being a "Company Seller ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which a Company an ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) being an "ERISA Affiliate Pension Plan"), ) and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Company Seller or any Company Seller Subsidiary (each plan described in this clause (C) and each Company Seller ERISA Pension Plan being a "Company Seller ERISA Benefit Plan"), (ii) states the termination date of each Company Seller ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated, terminated and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company Seller has provided WORK Apple with (i) true, complete and correct copies of (iA) each Company Seller ERISA Benefit Plan and ERISA Affiliate Pension Plan, (iiB) each trust agreement related thereto, thereto and (iiiC) all amendments to all such those plans and trust agreements. Except as accurately set forth in Section 4.26(d) of the Disclosure Statement, (i) neither the Company Seller nor any Company Seller Subsidiary is, or at any time during the six-year period ended on the date of this Agreement hereof was, a member of any ERISA Group that currently includes, or included when the Company Seller or a Company Seller Subsidiary was a member, among its members any Person other than the Company Seller and the Company Subsidiaries, Seller Subsidiaries and (ii) no Person is an ERISA Affiliate of the Company Seller or any Company Seller Subsidiary (other than the Company Seller or any Company Seller Subsidiary in the case of any other Company Seller Subsidiary or any Company Seller Subsidiary in the case of the CompanySeller, if the Company Seller and the Company Seller Subsidiaries comprise an ERISA Group).

ERISA; Benefit Plans. Section 4.26(d) of the Disclosure Statement accurately SECTION 2.27 OF THE DISCLOSURE STATEMENT (i) lists each ERISA Pension Benefit Plan (AA)(1) the funding requirements of which (under Section 301 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ending on the date of this Agreement hereof were, in whole or in part, the responsibility of the Company or any Company Subsidiary, Subsidiary or (2) respecting which the Company or any Company Subsidiary is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) being a "Company ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which a Company an ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) being an "ERISA Affiliate Pension Plan"), ) and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Company or any Company Subsidiary (each plan described in this clause (C) and each Company ERISA Pension Plan being a "Company ERISA Benefit Plan"), (ii) states the termination date of each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated, terminated and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company has provided WORK Invatec with (i) true, complete and correct copies of (iA) each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan, (iiB) each trust agreement related thereto, thereto and (iiiC) all amendments to all such those plans and trust agreements. Except as accurately set forth in Section 4.26(d) of the Disclosure StatementSECTION 2.27 OF THE DISCLOSURE STATEMENT, (i) neither the Company nor any Company Subsidiary is, or at any time during the six-year period ended on the date of this Agreement hereof was, a member of any ERISA Group that currently includes, or included when the Company or a Company Subsidiary was a member, among its members any Person other than the Company and the Company Subsidiaries, Subsidiaries and (ii) no Person is an ERISA Affiliate of the Company or any Company Subsidiary (other than the Company or any Company Subsidiary in the case of any other Company Subsidiary or any Company Subsidiary in the case of the Company, if the Company and the Company Subsidiaries comprise an ERISA Group).

ERISA; Benefit Plans. Section 4.26(d) of the Disclosure Statement accurately (i) lists each ERISA Pension Benefit Plan (A) the funding requirements of which (under Section 301 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ending on the date of this Agreement were, in whole or in part, the responsibility of the Company or any Company Subsidiary, or respecting which the Company or any Company Subsidiary is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) being a "Company ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which a Company an ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) being an "ERISA Affiliate Pension Plan"), and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Company or any Company Subsidiary (each plan described in this clause (C) and each Company ERISA Pension Plan being a "Company ERISA Benefit Plan"), (ii) states the termination date of each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated, and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company has provided WORK TMI with true, complete and correct copies of (i) each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan, (ii) each trust agreement related thereto, and (iii) all amendments to all such those plans and trust agreements. Except as accurately set forth in Section 4.26(d) of the Disclosure Statement, (i) neither the Company nor any Company Subsidiary is, or at any time during the six-year period ended on the date of this Agreement was, a member of any ERISA Group that currently includes, or included when the Company or a Company Subsidiary was a member, among its members any Person other than the Company and the Company Subsidiaries, and (ii) no Person is an ERISA Affiliate of the Company or any Company Subsidiary (other than the Company or any Company Subsidiary in the case of any other Company Subsidiary or any Company Subsidiary in the case of the Company, if the Company and the Company Subsidiaries comprise an ERISA Group).

ERISA; Benefit Plans. Section 4.26(d(a) Other than transition plans -------------------- established by ComEd in connection with ComEd's sale of the Disclosure Statement accurately Assets, whether as provided in the February 26, 1999 Memorandum of Understanding between ComEd and Local 15 of the IBEW or otherwise, Schedule 3.13(a) (iBenefit Plans) lists each all ---------------- deferred compensation, profit-sharing, welfare, retirement and pension plans, and all material bonus and other employee benefit or fringe benefit plans maintained or with respect to which contributions are made by ComEd in respect of current or former nonsupervisory employees employed at the Facilities (collectively, "BENEFIT PLANS"). Accurate and complete copies of all such Benefit Plans and any related summary plan descriptions, trust agreements and annual reports on Form 5500 have been made available to Purchaser. (b) ComEd and the ERISA Pension Benefit Plan (A) Affiliates have fulfilled their respective obligations under the minimum funding requirements of which (under Section 301 section 302 of ERISA or Section ERISA, and section 412 of the Code) are, or at any time during the six-year period ending on the date of this Agreement were, in whole or in part, the responsibility of the Company or any Company Subsidiary, or respecting with respect to each Benefit Plan which the Company or any Company Subsidiary is, or at any time during that period was, a "contributing sponsor" or is an "employeremployee pension benefit plan" as defined in Sections 4001(a)(13section 3(2) and 3(5), respectively, of ERISA and which is subject to section 302 of ERISA or section 412 of the Code. Each Benefit Plan is, and has been administered, in compliance in all material respects with its terms, the presently applicable provisions of ERISA and the Code, and the regulations thereunder. Except for premiums due in the ordinary course, which have been timely paid, neither ComEd nor any ERISA Affiliate has incurred any liability to the Pension Benefit Guaranty Corporation (each plan described in this clause (A"PBGC") being under Title IV of ERISA. There has not been a "Company ERISA Pension Plan"), reportable event" (Bas defined in section 4043 of ERISA) each other ERISA Pension with respect to any Benefit Plan respecting (other than a reportable event with respect to which the notice requirement has been waived by the PBGC). No person has engaged in any non-exempt prohibited transaction within the meaning of section 4975 of the Code or section 406 of ERISA that would subject ComEd to a Company material liability. The Internal Revenue Service has issued a current letter for each Benefit Plan which is intended to be qualified under section 401(a) of the Code determining that such plan is so qualified and, to ComEd's Knowledge, nothing has occurred since the date of such letter that would adversely affect such determination. (c) Neither ComEd nor any ERISA Affiliate isis required (or has, or at any time during that period waswithin the preceding six years, such been required) to contribute to a "contributing sponsormultiemployer plan" or "employer" as defined in Section 3(37) of ERISA. (d) ComEd has operated each plan described in this clause (B) being an "ERISA Affiliate Pension Plan"), and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Company or any Company Subsidiary (each plan described in this clause (C) and each Company ERISA Pension Plan being a "Company group health plan" as defined in section 607(1) of ERISA Benefit Plan")in material compliance with the notice and continuation requirements of section 4980B of the Code, the Consolidated Omnibus Budget Reconciliation Act of 1985, Part 6 of Subtitle B of Title 1 of ERISA and the respective regulations thereunder. (iie) states the termination date of each Company ERISA Benefit Plan and Neither ComEd nor any ERISA Affiliate Pension Plan that has been terminated, and taken or failed to take any action with respect to any "plan" (iii) identifies for each ERISA Affiliate Pension Plan within the relevant ERISA Affiliates. The Company has provided WORK with true, complete and correct copies meaning of (i) each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan, (ii) each trust agreement related thereto, and (iii) all amendments to all such plans and trust agreements. Except as accurately set forth in Section 4.26(dsection 3(3) of ERISA) which has resulted or would reasonably be expected to result in the Disclosure Statement, (i) neither the Company nor imposition of any Company Subsidiary is, or at any time during the six-year period ended lien on the date of this Agreement was, a member of any ERISA Group that currently includes, or included when the Company or a Company Subsidiary was a member, among its members any Person other than the Company and the Company Subsidiaries, and (ii) no Person is an ERISA Affiliate assets of the Company or any Company Subsidiary Facilities. (f) There are no pending or, to ComEd's Knowledge, threatened claims (other than the Company or any Company Subsidiary claims for benefits in the case ordinary course), lawsuits, audits, investigations or arbitrations which have been asserted or instituted against the Benefits Plans, any fiduciaries with respect to their duties to the Benefit Plans or the assets of any other Company Subsidiary or any Company Subsidiary in the case of the Company, if the Company and the Company Subsidiaries comprise an ERISA Group)respective trusts which would reasonably be expected to result in any material liability.

ERISA; Benefit Plans. Section 4.26(d) of the Disclosure Statement accurately (i) lists each ERISA Pension Benefit Plan (AA)(1) the funding requirements of which (under Section 301 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ending on the date of this Agreement hereof were, in whole or in part, the responsibility of the Company or any Company Subsidiary, Subsidiary or (2) respecting which the Company or any Company Subsidiary is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) being a "Company ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which a Company an ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) being an "ERISA Affiliate Pension Plan"), ) and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Company or any Company Subsidiary (each plan described in this clause (C) and each Company ERISA Pension Plan being a "Company ERISA Benefit Plan"), (ii) states the termination date of each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated, terminated and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company has provided WORK ARS with (i) true, complete and correct copies of (iA) each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan, (iiB) each trust agreement related thereto, thereto and (iiiC) all amendments to all such those plans and trust agreements. Except as accurately set forth in Section 4.26(d) of the Disclosure Statement, (i) neither the Company nor any Company Subsidiary is, or at any time during the six-year period ended on the date of this Agreement hereof was, a member of any ERISA Group that currently includes, or included when the Company or a Company Subsidiary was a member, among its members any Person other than the Company and the Company Subsidiaries, Subsidiaries and (ii) no Person is an ERISA Affiliate of the Company or any Company Subsidiary (other than the Company or any Company Subsidiary in the case of any other Company Subsidiary or any Company Subsidiary in the case of the Company, if the Company and the Company Subsidiaries comprise an ERISA Group).