Common use of ERISA Compliance; Excess Parachute Payments Clause in Contracts

ERISA Compliance; Excess Parachute Payments. (a) Section 3.11(a) of the Company Disclosure Letter contains a list of all "employee pension benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) ("Company Pension Plans"), "employee welfare benefit plans" (as defined in Section 3(1) of ERISA) and all other material Company Benefit Plans maintained, or contributed to, by the Company or any Company Subsidiary for the benefit of any Participant. Each Company Benefit Plan (other than Company Multiemployer Pension Plans (as defined in Section 3.11(c)), and, to the knowledge of the Company, each Company Multiemployer Pension Plan has been administered in material compliance with its terms and applicable Law, and the terms of any applicable collective bargaining agreements. The Company has delivered to Parent true, complete and correct copies of (i) each Company Benefit Plan required to be listed on Section 3.11(a) of the Company Disclosure Letter and each Company Benefit Agreement (or, in the case of any unwritten Company Benefit Plans or Company Benefit Agreements, written descriptions thereof), (ii) the two most recent annual reports required to be filed, or such similar reports, statements, information returns or material correspondence filed with or delivered to any Governmental Entity, with respect to each Company Benefit Plan (including reports filed on Form 5500 with accompanying schedules and attachments), (iii) the most recent summary plan description prepared for each Company Benefit Plan, (iv) each trust agreement and group annuity contract and other documents relating to the funding or payment of benefits under any Company Benefit Plan, (v) the most recent determination or qualification letter issued by any Governmental Entity for each Company Benefit Plan intended to qualify for favorable tax treatment, as well as a true, correct and complete copy of each pending application for a determination letter, if applicable, and (vi) the two most recent actuarial valuations for each Company Benefit Plan. All Participant data necessary to administer each Company Benefit Plan, other than any Company Benefit Plan that is a Company Multiemployer Pension Plan, and Company Benefit Agreement is in the possession of the Company and is in a form that is sufficient for the proper administration of the Company Benefit Plans and Company Benefit Agreements in accordance with their terms and all applicable Laws and such data is complete and correct in all material respects.

ERISA Compliance; Excess Parachute Payments. (a) Section 3.11(a) of the Company Disclosure Letter contains a list of all "employee pension benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) ("Company Pension Plans"), "employee welfare benefit plans" (as defined in Section 3(1) of ERISA) and all other material Company Benefit Plans maintained, or contributed to, by the Company or any Company Subsidiary for the benefit of any ParticipantPlans. Each Company Benefit Plan (other than Company Multiemployer Pension Plans (as defined in Section 3.11(c)), and, to the knowledge of the Company, each Company Multiemployer Pension Plan has been administered in material compliance with its terms and terms, applicable Law, Law and the terms of any applicable collective bargaining agreements. The Company has delivered made available to Parent true, complete and correct copies of (i) each Company Benefit Plan required to be listed on Section 3.11(a) of the Company Disclosure Letter and each Company Benefit Agreement (or, in the case of any unwritten Company Benefit Plans or Company Benefit AgreementsPlans, written descriptions thereof), (ii) the two most recent annual reports report required to be filed, or such similar reportsreport, statementsstatement, information returns or material correspondence filed with or delivered to any Governmental EntityEntity during the past year, with respect to each Company Benefit Plan (other than Company Multiemployer Pension Plans) including reports filed on Form 5500 with accompanying schedules and attachments), (iii) the most recent summary plan description prepared for each Company Benefit PlanPlan (other than Company Multiemployer Pension Plans), (iv) each currently effective trust agreement and group annuity contract and other documents relating to the funding or payment of benefits under any Company Benefit PlanPlan (other than Company Multiemployer Pension Plans), (v) the most recent determination or qualification letter issued by any Governmental Entity for each Company Benefit Plan (other than Company Multiemployer Pension Plans) intended to qualify for favorable tax treatment, as well as a true, correct and complete copy of each pending application for a determination letter, if applicable, and (vi) the two most recent actuarial valuations valuation for each Company Benefit PlanPlan (other than Company Multiemployer Pension Plans) subject to Title IV of ERISA. All Participant data necessary to administer each Company Benefit Plan, other than any Company Benefit Plan that is a Company Multiemployer Pension Plan, and Company Benefit Agreement is in the possession of the Company or its service providers and is in a form that is sufficient for the proper administration of the such Company Benefit Plans and Company Benefit Agreements in accordance with their terms and all applicable Laws and such data is true, complete and correct in all material respects.. For purposes of this Agreement, the term “

ERISA Compliance; Excess Parachute Payments. (a) Section 3.11(a) of the Company Disclosure Letter contains a complete and correct list of all "Company Benefit Plans that are “employee pension benefit plans" ” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) ("a “Company Pension Plans"), "Plan”) or “employee welfare benefit plans" ” (as defined in Section 3(1) of ERISA) and all other material Company Benefit Plans maintained, or contributed to, by the Company or any Company Subsidiary for the benefit of any Participant. Each Company Benefit Plan (other than Company Multiemployer Pension Plans (as defined in Section 3.11(c)), and, to the knowledge of the Company, each Company Multiemployer Pension Plan has been administered in material compliance with its terms and applicable Law, and the terms of any applicable collective bargaining agreementsPlans. The Company has delivered or made available to Parent true, complete and correct copies of (i) each such Company Benefit Plan required to be listed on Section 3.11(a) of the Company Disclosure Letter and each material Company Benefit Agreement (or, in the case of any unwritten such Company Benefit Plans Plan or material Company Benefit AgreementsAgreement that is unwritten, a written descriptions description thereof), (ii) the two most recent annual reports required to be filed, or such similar reports, statements, information returns or material correspondence required to be filed with or delivered to any Governmental Entity, with respect to each material Company Benefit Plan (including reports filed on Form 5500 with accompanying schedules and attachments), (iii) the most recent summary plan description for each material Company Benefit Plan for which a summary plan description is required under applicable Law, and any summary of material modifications prepared for each material Company Benefit Plan, (iv) each trust agreement and group annuity or insurance contract and other documents relating to the funding or payment of benefits under any material Company Benefit Plan, (v) the most recent determination or qualification letter issued by any Governmental Entity for each Company Benefit Plan intended to qualify for favorable tax treatmenttreatment for which such a letter has been obtained, as well as a true, correct and complete copy of each pending application for a determination lettertherefor, if applicable, and (vi) the two most recent actuarial valuations for each Company Benefit Plan. All Participant data necessary to administer each Company Benefit Plan, other than any material Company Benefit Plan that is a Company Multiemployer Pension Plan, and Company Benefit Agreement is in the possession of the Company and is in a form that is sufficient for the proper administration of the Company Benefit Plans and Company Benefit Agreements in accordance with their terms and all applicable Laws and such data is complete and correct in all material respectswhich actuarial valuations have been obtained.

ERISA Compliance; Excess Parachute Payments. (a) Section 3.11(a) of the Company Disclosure Letter contains a complete and correct list of all Company Benefit Plans that are "employee pension benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (a "Company Pension PlansPlan"), ) or "employee welfare benefit plans" (as defined in Section 3(1) of ERISA) and all other material Company Benefit Plans maintained, or contributed to, by the Company or any Company Subsidiary for the benefit of any Participant. Each Company Benefit Plan (other than Company Multiemployer Pension Plans (as defined in Section 3.11(c)), and, to the knowledge of the Company, each Company Multiemployer Pension Plan has been administered in material compliance with its terms and applicable Law, and the terms of any applicable collective bargaining agreementsPlans. The Company has delivered or made available to Parent true, complete and correct copies of (i) each such Company Benefit Plan required to be listed on Section 3.11(a) of the Company Disclosure Letter and each material Company Benefit Agreement (or, in the case of any unwritten such Company Benefit Plans Plan or material Company Benefit AgreementsAgreement that is unwritten, a written descriptions description thereof), (ii) the two most recent annual reports required to be filed, or such similar reports, statements, information returns or material correspondence required to be filed with or delivered to any Governmental Entity, with respect to each material Company Benefit Plan (including reports filed on Form 5500 with accompanying schedules and attachments), (iii) the most recent summary plan description for each material Company Benefit Plan for which a summary plan description is required under applicable Law, and any summary of material modifications prepared for each material Company Benefit Plan, (iv) each trust agreement and group annuity or insurance contract and other documents relating to the funding or payment of benefits under any material Company Benefit Plan, (v) the most recent determination or qualification letter issued by any Governmental Entity for each Company Benefit Plan intended to qualify for favorable tax treatmenttreatment for which such a letter has been obtained, as well as a true, correct and complete copy of each pending application for a determination lettertherefor, if applicable, and (vi) the two most recent actuarial valuations for each Company Benefit Plan. All Participant data necessary to administer each Company Benefit Plan, other than any material Company Benefit Plan that is a Company Multiemployer Pension Plan, and Company Benefit Agreement is in the possession of the Company and is in a form that is sufficient for the proper administration of the Company Benefit Plans and Company Benefit Agreements in accordance with their terms and all applicable Laws and such data is complete and correct in all material respectswhich actuarial valuations have been obtained.

ERISA Compliance; Excess Parachute Payments. (a) Section 3.11(a3.20(a) of the Company Disclosure Letter contains a list of all "Company Benefit Plans and Company Benefit Agreements, including any “employee pension benefit plans" ” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended 1974 ("“ERISA"”)) ("“Company Pension Plans"), "”) and “employee welfare benefit plans" ” (as defined in Section 3(1) of ERISA) ). Except as individually or in the aggregate has not had and all other material would not reasonably be expected to have a Company Benefit Plans maintainedMaterial Adverse Effect, or contributed to, by the Company or any Company Subsidiary for the benefit of any Participant. Each each Company Benefit Plan (other than and Company Multiemployer Pension Plans (as defined in Section 3.11(c)), and, to the knowledge of the Company, each Company Multiemployer Pension Plan Benefit Agreement has been administered in material compliance with its terms and applicable with the requirements of Law, including ERISA and the terms Code. No Proceeding is pending or, to the Knowledge of the Company, threatened, with respect to any applicable collective bargaining agreementsCompany Benefit Plan or Company Benefit Agreement. All contributions required to be made to each Company Benefit Plan and Company Benefit Agreement have been timely made and all obligations in respect of each Company Benefit Plan and Company Benefit Agreement have been properly accrued and reflected on the Company’s financial statements. The Company has delivered made available to Parent true, complete and correct copies of (i) each Company Benefit Plan required to be listed on Section 3.11(a) of the Company Disclosure Letter and each Company Benefit Agreement and all amendments thereto (or, in the case of any unwritten Company Benefit Plans Plan or Company Benefit AgreementsAgreement, written descriptions a description thereof), (ii) the two most recent annual reports required to be filed, or such similar reports, statements, information returns or material correspondence filed with or delivered to any Governmental Entity, with respect to each Company Benefit Plan Plan, to the extent applicable, for the two most recent plan years (including reports filed A) the annual report on Form 5500 with accompanying schedules and attachments)attached schedules, (B) audited financial statements of such Company Benefit Plan and (C) actuarial valuation reports, (iii) the most recent summary plan description prepared for each Company Benefit PlanPlan (or other written explanation provided to employees in the case of a Company Benefit Plan for which such summary plan description is not required), (iv) each trust agreement and group annuity contract and other documents relating to the funding or payment of benefits under any Company Benefit Plan, (v) the most recent determination or qualification letter opinion letter, if any, issued by the IRS with respect to any Governmental Entity for each Company Benefit Plan intended to qualify for favorable tax treatmentbe qualified under Section 401(a) of the Code, as well as a true, correct and complete copy of each pending application (v) any request for a determination lettercurrently pending before the IRS, if applicable, and (vi) all correspondence with the two most recent actuarial valuations for IRS, the Department of Labor, the SEC or Pension Benefit Guaranty Corporation relating to any outstanding controversy or audit and (vii) each trust, insurance, administrative or group annuity contract relating to any Company Benefit Plan. All Participant data necessary to administer each Company Benefit Plan, other than any Company Benefit Plan that is a Company Multiemployer Pension Plan, and Company Benefit Agreement is in the possession of the Company and is in a form that is sufficient for the proper administration of the Company Benefit Plans and Company Benefit Agreements in accordance with their terms and all applicable Laws and such data is complete and correct in all material respects.

ERISA Compliance; Excess Parachute Payments. (a) Section 3.11(a4.12(a) of the Company Disclosure Letter Schedule contains a list of all "employee pension benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (sometimes referred to herein as "Company Pension Plans"), "employee welfare benefit plans" (as defined in Section 3(13(l) of ERISA) (sometimes referred to herein as "Company Welfare Plans") and all other material Company Benefit Plans maintained, or contributed to, by the Company or any Company Subsidiary Commonly Controlled Entity for the benefit of any Participantcurrent or former employees, officers or directors of Company or any Commonly Controlled Entity. Each Company Benefit Plan (other than Company Multiemployer Pension Plans (as defined in Section 3.11(c)), and, to the knowledge of the Company, each Company Multiemployer Pension Plan has been administered in material compliance with its terms and applicable Law, and the terms of any applicable collective bargaining agreements. The Company has delivered provided or made available to Parent true, complete and correct copies of (i) each Company Benefit Plan required to be listed on Section 3.11(aexcept for any Company Benefit Plan that is a "Company Multiemployer Pension Plan" (as defined below) of the Company Disclosure Letter and each Company Benefit Agreement Welfare Plan except for any Company Welfare Plan that is a "Multiemployer Plan" as defined in Section 3(3) of ERISA (a "Company Multiemployer Welfare Plan") (or, in the case of any such unwritten Company Benefit Plans or Company Benefit AgreementsPlan, written descriptions a description thereof), (ii) the two most recent annual reports required to be filed, or such similar reports, statements, information returns or material correspondence report on Form 5500 filed with or delivered to any Governmental Entity, the Internal Revenue Service with respect to each Company Benefit Plan that is not a "Company Multiemployer Pension Plan" (including reports filed on Form 5500 with accompanying schedules and attachmentsas defined below) or a Company Multiemployer Welfare Plan (if any such report was required), (iii) the most recent summary plan description prepared for each Company Benefit Plan which is not a "Company Multiemployer Pension Plan" (as defined below) or a Company Multiemployer Welfare Plan for which such summary plan description is required, (iv) each trust agreement and group annuity contract and other documents relating to the funding or payment of benefits under any Company Benefit Plan which is not a "Company Multiemployer Pension Plan" (as defined below) or a Company Multiemployer Welfare Plan, (v) all rulings, determination letters, no-action letters or advisory opinions from the most recent determination Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or qualification letter issued by any Governmental Entity for each Company Benefit Plan intended other governmental body that pertain to qualify for favorable tax treatment, as well as a true, correct and complete copy of each pending application for a determination letter, if applicable, and (vi) the two most recent actuarial valuations for each Company Benefit Plan. All Participant data necessary to administer each Company Benefit Plan, other than any Company Benefit Plan that is not a "Company Multiemployer Pension Plan" (as defined below) or a Company Multiemployer Welfare Plan and open requests therefor, (vi) the most recent actuarial and financial reports (audited and/or unaudited) with respect to each Company Benefit Plan that is not a "Company Multiemployer Pension Plan" (as defined below) or a Company Multiemployer Welfare Plan for the most recently completed year, (vii) all registration statements filed, and all related prospectuses, with respect to any Company Benefit Agreement is in the possession of the Company and is in a form Plan that is sufficient for the proper administration of the not a "Company Multiemployer Pension Plan" (as defined below) or a Company Multiemployer Welfare Plan, and (viii) all contracts with third party administrators, actuaries, investment managers, consultants, and other independent contractors that related to any Company Benefit Plans and Plan that is not a "Company Benefit Agreements in accordance with their terms and all applicable Laws and such data is complete and correct in all material respectsMultiemployer Pension Plan" (as defined below) or a Company Multiemployer Welfare Plan.

ERISA Compliance; Excess Parachute Payments. (a) Section 3.11(a3.19(a) of the Company Disclosure Letter contains a list of all "“employee pension benefit plans" ” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended 1974 ("“ERISA"”)) ("each such plan, excluding any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (“Multiemployer Plan”), a “Company Pension Plans"Plan”), "all material “employee welfare benefit plans" ” (as defined in Section 3(1) of ERISA) and all other material Company Benefit Plans maintained, or contributed to, by the Company or any Company Subsidiary for the benefit of any Participantcurrent or former employees, consultants, officers or directors of the Company or any Company Subsidiary. Each Company Benefit Plan (other than Company Multiemployer Pension Plans (as defined has been administered in Section 3.11(c))all material respects in compliance with its terms and, andif subject to ERISA and the Code, with the requirements of ERISA and the Code. No Proceeding is pending or, to the knowledge Knowledge of the Company, threatened, with respect to any Company Benefit Plan, in each case that is reasonably expected to result in a material liability to the Company or a Company Subsidiary. All contributions required to be made to each Company Multiemployer Pension Benefit Plan has as of the date hereof have been administered timely made and all obligations in material compliance with its terms respect of each Company Benefit Plan have been properly accrued and applicable Law, and reflected on the terms of any applicable collective bargaining agreementsCompany’s financial statements except where the failure to do so is not material. The Company has delivered made available to Parent true, complete and correct copies of (i) each Company Benefit Plan required to be listed on set forth in Section 3.11(a3.19(a) of the Company Disclosure Letter and each Company Benefit Agreement all amendments thereto (or, in the case of any unwritten Company Benefit Plans or Company Benefit AgreementsPlan, written descriptions a description thereof), (ii) the two most recent annual reports required to be filed, or such similar reports, statements, information returns or material correspondence filed with or delivered to any Governmental Entity, with respect to each Company Benefit Plan Plan, to the extent applicable, for the two most recent plan years (including reports filed A) the annual report on Form 5500 with accompanying schedules and attachments)attached schedules, (B) audited financial statements, (C) actuarial valuation reports, and (D) attorney’s response to an auditor’s request for information, (iii) the most recent summary plan description prepared for each Company Benefit Plan, Plan (or other written explanation provided to employees in the case of a Company Benefit Plan for which such summary plan description is not required) and (iv) each trust agreement and group annuity contract and other documents relating to the funding or payment of benefits under any Company Benefit Plan, (v) the most recent determination or qualification letter issued by any Governmental Entity for each Company Benefit Plan intended to qualify for favorable tax treatment, as well as a true, correct and complete copy of each pending application for a determination letter, if applicable, and (vi) the two most recent actuarial valuations for each Company Benefit Plan. All Participant data necessary to administer each Company Benefit Plan, other than any Company Benefit Plan that is a Company Multiemployer Pension Plan, and Company Benefit Agreement is in the possession of the Company and is in a form that is sufficient for the proper administration of the Company Benefit Plans and Company Benefit Agreements in accordance with their terms and all applicable Laws and such data is complete and correct in all material respects.

ERISA Compliance; Excess Parachute Payments. (a) Section 3.11(a) of the Company Disclosure Letter contains a list of all "“employee pension benefit plans" ” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) ("“Company Pension Plans"”), "“employee welfare benefit plans" ” (as defined in Section 3(1) of ERISA) and all other material Company Benefit Plans maintained, or contributed to, by the Company or any Company Subsidiary for the benefit of any Participant. Each Company Benefit Plan (other than Company Multiemployer Pension Plans (as defined in Section 3.11(c)), and, to the knowledge of the Company, each Company Multiemployer Pension Plan has been administered in material compliance with its terms and applicable Law, and the terms of any applicable collective bargaining agreements. The Company has delivered to Parent true, complete and correct copies of (i) each Company Benefit Plan required to be listed on Section 3.11(a) of the Company Disclosure Letter and each Company Benefit Agreement (or, in the case of any unwritten Company Benefit Plans or Company Benefit Agreements, written descriptions thereof), (ii) the two most recent annual reports required to be filed, or such similar reports, statements, information returns or material correspondence filed with or delivered to any Governmental Entity, with respect to each Company Benefit Plan (including reports filed on Form 5500 with accompanying schedules and attachments), (iii) the most recent summary plan description prepared for each Company Benefit Plan, (iv) each trust agreement and group annuity contract and other documents relating to the funding or payment of benefits under any Company Benefit Plan, (v) the most recent determination or qualification letter issued by any Governmental Entity for each Company Benefit Plan intended to qualify for favorable tax treatment, as well as a true, correct and complete copy of each pending application for a determination letter, if applicable, and (vi) the two most recent actuarial valuations for each Company Benefit Plan. All Participant data necessary to administer each Company Benefit Plan, other than any Company Benefit Plan that is a Company Multiemployer Pension Plan, and Company Benefit Agreement is in the possession of the Company and is in a form that is sufficient for the proper administration of the Company Benefit Plans and Company Benefit Agreements in accordance with their terms and all applicable Laws and such data is complete and correct in all material respects.

ERISA Compliance; Excess Parachute Payments. (a) Section 3.11(a3.23(a) of the Company Seller Disclosure Letter contains sets forth a complete and accurate list of all "(i) each Seller Benefit Plan that is an “employee pension benefit plans" plan” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) ("Company a “Seller Pension Plans"Plan”), "(ii) each Seller Benefit Plan that is an “employee welfare benefit plans" plan” (as defined in Section 3(1) of ERISA) and (a “Seller Welfare Plan”), (iii) all other material Company Seller Benefit Plans maintainedand (iv) any employment, deferred compensation, consulting, severance or change of control, termination or indemnification agreement or any other agreement with or involving any current or former director, officer, employee or consultant of Seller or any Seller Subsidiary or any agreement with any current or former director, officer, employee or consultant of Seller or any Seller Subsidiary the benefits of which are contingent, or contributed to, by the Company or any Company Subsidiary for the benefit of any Participant. Each Company Benefit Plan (other than Company Multiemployer Pension Plans (as defined in Section 3.11(c)), and, to the knowledge of the Company, each Company Multiemployer Pension Plan has been administered in material compliance with its terms and applicable Law, and the terms of any applicable collective bargaining agreementswhich are materially altered, upon the occurrence of a transaction involving Seller of a nature contemplated by this Agreement (all such agreements under this clause (a)(iv), collectively, “Seller Benefit Agreements”). The Company Seller has delivered provided to Parent true, Purchaser complete and correct accurate copies of (i) each Company Seller Benefit Plan required to be listed on Section 3.11(a) of the Company Disclosure Letter and each Company Seller Benefit Agreement (or, in the case of any unwritten Company Seller Benefit Plans or Company Seller Benefit Agreements, written descriptions thereof), (ii) the two most recent annual reports required to be filed, or such similar reports, statements, information returns or material correspondence on Form 5500 filed with or delivered to any Governmental Entity, the Internal Revenue Service (the “IRS”) with respect to each Company Seller Benefit Plan (including reports filed on Form 5500 with accompanying schedules and attachmentsif any such report was required), (iii) the most recent summary plan description prepared for each Company Seller Benefit Plan, Plan for which such summary plan description is required and (iv) each trust agreement and insurance or group annuity contract and other documents relating to the funding or payment of benefits under any Company Seller Benefit Plan. Except as would not reasonably be expected to have a Seller Material Adverse Effect, (vx) the most recent determination or qualification letter issued by any Governmental Entity for each Company Seller Benefit Plan intended to qualify for favorable tax treatment, as well as a true, correct and complete copy of each pending application for a determination letter, if applicablehas been administered in accordance with its terms, and (viy) Seller, each Seller Subsidiary and all Seller Benefit Plans are all in compliance with the two most recent actuarial valuations for each Company Benefit Plan. All Participant data necessary to administer each Company Benefit Planapplicable provisions of ERISA, the Code and all other than any Company Benefit Plan that is a Company Multiemployer Pension PlanApplicable Laws, including laws of foreign jurisdictions, and Company Benefit Agreement is in the possession terms of the Company and is in a form that is sufficient for the proper administration of the Company Benefit Plans and Company Benefit Agreements in accordance with their terms and all applicable Laws and such data is complete and correct in all material respectscollective bargaining agreements.

ERISA Compliance; Excess Parachute Payments. (a) Section 3.11(a) of With respect to All Benefit Plans and Agreements, the Company Disclosure Letter contains a list of all "employee pension benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) ("Company Pension COMPANY PENSION Plans"), "employee welfare benefit plans" (as defined in Section 3(1) of ERISA) and all other material Company Benefit Plans maintained, or contributed to, by the Company or any Company Subsidiary for the benefit of any Participantcurrent or former employees, officers or directors of the Company or any Company Subsidiary (determined, for this purpose only, without regard to the exception in ERISA Section 4(b)(4) for plans maintained outside of the United States primarily for the benefit of nonresident aliens). Each Company Benefit Plan (other than Company Multiemployer Pension Plans (as defined in Section 3.11(c)), and, to the knowledge of the Company, each Company Multiemployer Pension Plan has been administered in compliance in all material compliance respects with its terms terms, applicable Law and applicable Law, and the terms of any applicable collective bargaining agreementsagreement, other than instances of noncompliance that, individually and in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered made available to Parent true, true and complete and correct copies of (i1) each Company Benefit Plan required to be listed on Section 3.11(a) of the Company Disclosure Letter and each Company Benefit Agreement (or, in the case of any unwritten Company Benefit Plans or Company Benefit AgreementsPlan, written descriptions a description thereof), (ii2) the two most recent annual reports required to be filed, or such similar reports, statements, information returns or material correspondence report on Form 5500 filed with or delivered to any Governmental Entity, the Internal Revenue Service with respect to each Company Benefit Plan (including reports filed on Form 5500 with accompanying schedules and attachmentsif any such report was required), (iii3) the most recent determination letter (or in the case of a prototype plan, the most recent IRS opinion letter) for each U.S. Benefit Plan and Agreement intended to be qualified under Section 401(a) of the Code, (4) the most recent summary plan description prepared for each Company Benefit PlanPlan for which such summary plan description is required, and (iv5) each trust agreement and group annuity contract and other documents relating to the funding or payment of benefits under any Company Benefit Plan, (v) the most recent determination or qualification letter issued by any Governmental Entity for each Company Benefit Plan intended to qualify for favorable tax treatment, as well as a true, correct and complete copy of each pending application for a determination letter, if applicable, and (vi) the two most recent actuarial valuations for each Company Benefit Plan. All Participant data necessary to administer each Company Benefit Plan, other than any Company Benefit Plan that is a Company Multiemployer Pension Plan, and Company Benefit Agreement is in the possession of the Company and is in a form that is sufficient for the proper administration of the Company Benefit Plans and Company Benefit Agreements in accordance with their terms and all applicable Laws and such data is complete and correct in all material respects.

ERISA Compliance; Excess Parachute Payments. (a) Section 3.11(a3.20(a) of the Company Disclosure Letter contains a list of all "Company Benefit Plans and Company Benefit Agreements, including any “employee pension benefit plans" ” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended 1974 ("“ERISA"”)) ("“Company Pension Plans"), "”) and “employee welfare benefit plans" ” (as defined in Section 3(1) of ERISA) and all other material Company Benefit Plans maintained, or contributed to, by the Company or any Company Subsidiary for the benefit of any Participant). Each Company Benefit Plan (other than and Company Multiemployer Pension Plans (as defined in Section 3.11(c)), and, to the knowledge of the Company, each Company Multiemployer Pension Plan Benefit Agreement has been administered in material compliance with its terms and applicable with the requirements of Law, including ERISA and the terms Code. No action, claim or Proceeding is pending or, to the Knowledge of the Company, threatened with respect to any applicable collective bargaining agreementsCompany Benefit Plan or Company Benefit Agreement that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All contributions required to be made to each Company Benefit Plan and Company Benefit Agreement have been timely made and all obligations in respect of each Company Benefit Plan and Company Benefit Agreement have been properly accrued and reflected on the Company’s financial statements that would not result in a material liability to the Company. The Company has delivered made available to Parent true, complete and correct copies of (i) each Company Benefit Plan required to be listed on Section 3.11(a) of the Company Disclosure Letter and each Company Benefit Agreement and all amendments thereto (or, in the case of any unwritten Company Benefit Plans Plan or Company Benefit AgreementsAgreement, written descriptions a description thereof), (ii) the two most recent annual reports required to be filed, or such similar reports, statements, information returns or material correspondence filed with or delivered to any Governmental Entity, with respect to each Company Benefit Plan Plan, to the extent applicable, for the two most recent plan years (including reports filed A) the annual report on Form 5500 with accompanying schedules and attachments)attached schedules, (B) audited financial statements of such Company Benefit Plan and (C) actuarial valuation reports, (iii) the most recent summary plan description prepared for each Company Benefit PlanPlan (or other written explanation provided to employees in the case of a Company Benefit Plan for which such summary plan description is not required), (iv) each trust agreement and group annuity contract and other documents relating to the funding or payment of benefits under any Company Benefit Plan, (v) the most recent determination or qualification letter opinion letter, if any, issued by the IRS with respect to any Governmental Entity for each Company Benefit Plan intended to qualify for favorable tax treatmentbe qualified under Section 401(a) of the Code, as well as a true, correct and complete copy of each pending application (v) any request for a determination lettercurrently pending before the IRS, if applicable(vi) all correspondence with the IRS, the Department of Labor, the SEC, Pension Benefit Guaranty Corporation or other Governmental Entity relating to any outstanding controversy or audit relating to a Company Benefit Plan or Company Benefit Agreement, and (vivii) the two most recent actuarial valuations for each trust, insurance, administrative or group annuity contract relating to any Company Benefit Plan. All Participant data necessary to administer each Company Benefit Plan, other than any Company Benefit Plan that is a Company Multiemployer Pension Plan, and Company Benefit Agreement is in the possession of the Company and is in a form that is sufficient for the proper administration of the Company Benefit Plans and Company Benefit Agreements in accordance with their terms and all applicable Laws and such data is complete and correct in all material respects.

ERISA Compliance; Excess Parachute Payments. (a) Section 3.11(a3.23(a) of the Company Seller Disclosure Letter contains sets forth a complete and accurate list of all (i) each Seller Benefit Plan that is an "employee pension benefit plansplan" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (a "Company Seller Pension PlansPlan"), (ii) each Seller Benefit Plan that is an "employee welfare benefit plansplan" (as defined in Section 3(1) of ERISA) and (a "Seller Welfare Plan"), (iii) all other material Company Seller Benefit Plans maintainedand (iv) any employment, deferred compensation, consulting, severance or change of control, termination or indemnification agreement or any other agreement with or involving any current or former director, officer, employee or consultant of Seller or any Seller Subsidiary or any agreement with any current or former director, officer, employee or consultant of Seller or any Seller Subsidiary the benefits of which are contingent, or contributed to, by the Company or any Company Subsidiary for the benefit of any Participant. Each Company Benefit Plan (other than Company Multiemployer Pension Plans (as defined in Section 3.11(c)), and, to the knowledge of the Company, each Company Multiemployer Pension Plan has been administered in material compliance with its terms and applicable Law, and the terms of any applicable collective bargaining agreementswhich are materially altered, upon the occurrence of a transaction involving Seller of a nature contemplated by this Agreement (all such agreements under this clause (a)(iv), collectively, "Seller Benefit Agreements"). The Company Seller has delivered provided to Parent true, Purchaser complete and correct accurate copies of (i) each Company Seller Benefit Plan required to be listed on Section 3.11(a) of the Company Disclosure Letter and each Company Seller Benefit Agreement (or, in the case of any unwritten Company Seller Benefit Plans or Company Seller Benefit Agreements, written descriptions thereof), (ii) the two most recent annual reports required to be filed, or such similar reports, statements, information returns or material correspondence on Form 5500 filed with or delivered to any Governmental Entity, the Internal Revenue Service (the "IRS") with respect to each Company Seller Benefit Plan (including reports filed on Form 5500 with accompanying schedules and attachmentsif any such report was required), (iii) the most recent summary plan description prepared for each Company Seller Benefit Plan, Plan for which such summary plan description is required and (iv) each trust agreement and insurance or group annuity contract and other documents relating to the funding or payment of benefits under any Company Seller Benefit Plan. Except as would not reasonably be expected to have a Seller Material Adverse Effect, (vx) the most recent determination or qualification letter issued by any Governmental Entity for each Company Seller Benefit Plan intended to qualify for favorable tax treatment, as well as a true, correct and complete copy of each pending application for a determination letter, if applicablehas been administered in accordance with its terms, and (viy) Seller, each Seller Subsidiary and all Seller Benefit Plans are all in compliance with the two most recent actuarial valuations for each Company Benefit Plan. All Participant data necessary to administer each Company Benefit Planapplicable provisions of ERISA, the Code and all other than any Company Benefit Plan that is a Company Multiemployer Pension PlanApplicable Laws, including laws of foreign jurisdictions, and Company Benefit Agreement is in the possession terms of the Company and is in a form that is sufficient for the proper administration of the Company Benefit Plans and Company Benefit Agreements in accordance with their terms and all applicable Laws and such data is complete and correct in all material respectscollective bargaining agreements.

ERISA Compliance; Excess Parachute Payments. (a) Section 3.11(a) of the Company Disclosure Letter contains a complete and correct list of all Company Benefit Plans that are "employee pension benefit plansEMPLOYEE PENSION BENEFIT PLANS" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (all such plans, collectively, the "Company Pension PlansCOMPANY PENSION PLANS"), ) or "employee welfare benefit plansEMPLOYEE WELFARE BENEFIT PLANS" (as defined in Section 3(1) of ERISA) and all other material Company Benefit Plans maintainedPlans; provided, however, that no Company Benefit Agreement shall be deemed a Company Benefit Plan or contributed to, by listed in Section 3.11(a) of the Company or any Company Subsidiary for the benefit of any ParticipantDisclosure Letter. Each Company Benefit Plan (other than Company Multiemployer Pension Plans (as defined in Section 3.11(c)), and, to the knowledge of the Company, each Company Multiemployer Pension Plan has been administered in material compliance with its terms and applicable Law, and the terms of any applicable collective bargaining agreements, except to the extent that the failure to comply with any such terms or Law, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to Parent true, complete and correct copies of (i) each Company Benefit Plan required to be listed on Section 3.11(a) of the Company Disclosure Letter and each Company Benefit Agreement (or, in the case of any unwritten Company Benefit Plans Plan or Company Benefit AgreementsAgreement, written descriptions a description thereof), (ii) the two most recent annual reports required to be filed, or such similar reports, statements, information returns or material correspondence filed with or delivered to any Governmental Entity, report on Form 5500 (including accompanying schedules and attachments) with respect to each Company Benefit Plan (including reports filed on Form 5500 with accompanying schedules and attachments)for which such a report is required, (iii) the most recent summary plan description prepared for each Company Benefit PlanPlan for which such summary plan description is required under ERISA, (iv) each material trust agreement and material group annuity contract and other documents relating to the funding or payment of benefits under any Company Benefit Plan, (v) the most recent determination or qualification letter issued by any Governmental Entity the Internal Revenue Service for each Company Benefit Plan intended to qualify for favorable tax treatmenttreatment in the United States of America, as well as a true, correct and complete copy of each pending application for a determination such letter, if applicable, and (vi) the two most recent actuarial valuations valuation, if applicable, for each Company Benefit Plan. All Participant data necessary to administer each Company Benefit Plan, other than any Company Benefit Plan that is a Company Multiemployer Pension Plan, and Company Benefit Agreement is in the possession of the Company and is in a form that is sufficient for the proper administration of the Company Benefit Plans and Company Benefit Agreements in accordance with their terms and all applicable Laws and such data is complete and correct in all material respects.

ERISA Compliance; Excess Parachute Payments. (a) Section 3.11(a) of the The Company Disclosure Letter contains a list and brief description of all "“employee pension benefit plans" ” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) ("“Company Pension Plans"”), "“employee welfare benefit plans" ” (as defined in Section 3(1) of ERISA) and all other material Company Benefit Plans maintainedmaintained or contributed to, or required to be maintained or contributed to, by the Company, any Company Subsidiary or any other person that, together with the Company or any Company Subsidiary Subsidiary, is treated as a single employer under Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”) for the benefit of any Participantcurrent or former Related Persons of the Company, any Company Subsidiary or any ERISA Affiliate. Each Company Benefit Plan (other than and Company Multiemployer Pension Plans (as defined in Section 3.11(c)), and, to the knowledge of the Company, each Company Multiemployer Pension Plan Benefit Agreement has been administered in material compliance with its terms and applicable Lawlaw. All contributions, reimbursements, premium payments and other payments required to have been made under or with respect to each Company Benefit Plan and Company Benefit Agreement have been made on a timely basis in accordance with applicable Law and the terms of any the applicable collective bargaining agreementsCompany Benefit Plan and Company Benefit Agreement. The Company has delivered to Parent true, complete and correct copies of (i) each Company Benefit Plan required to be listed on Section 3.11(a) of the Company Disclosure Letter and each Company Benefit Agreement (or, in the case of any unwritten Company Benefit Plans or Company Benefit AgreementsPlan, written descriptions a description thereof), (ii) the two most recent annual reports required to be filed, or such similar reports, statements, information returns or material correspondence report on Form 5500 filed with or delivered to any Governmental Entity, the Internal Revenue Service with respect to each Company Benefit Plan (including reports filed on Form 5500 with accompanying schedules and attachmentsif any such report was required), (iii) the most recent summary plan description prepared for each Company Benefit PlanPlan for which such summary plan description is required, (iv) each trust agreement and group annuity contract and other documents relating to the funding or payment of benefits under any Company Benefit Plan, Plan and (v) the most recent determination or qualification letter issued by any Governmental Entity for actuarial report with respect to each Company Benefit Plan intended to qualify for favorable tax treatment, as well as a true, correct and complete copy of each pending application for a determination letter, if applicable, and (vi) the two most recent which an actuarial valuations for each Company Benefit Plan. All Participant data necessary to administer each Company Benefit Plan, other than any Company Benefit Plan that is a Company Multiemployer Pension Plan, and Company Benefit Agreement is in the possession of the Company and is in a form that is sufficient for the proper administration of the Company Benefit Plans and Company Benefit Agreements in accordance with their terms and all applicable Laws and such data is complete and correct in all material respectsreport was required or prepared.

ERISA Compliance; Excess Parachute Payments. (a) Section 3.11(a) of the Company Disclosure Letter contains a complete and correct list of all Company Benefit Plans that are "employee pension benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (all such plans, collectively, the "Company Pension PlansCOMPANY PENSION PLANS"), ) or "employee welfare benefit plans" (as defined in Section 3(1) of ERISA) and all other material Company Benefit Plans maintainedPlans; PROVIDED, HOWEVER, that no Company Benefit Agreement shall be deemed a Company Benefit Plan or contributed to, by listed in Section 3.11(a) of the Company or any Disclosure Letter; PROVIDED FURTHER, HOWEVER, that Company Subsidiary Benefit Plans maintained primarily for the benefit of any ParticipantParticipants principally employed in jurisdictions other than the United States of America (all such plans, collectively, the "NON-U.S. BENEFIT PLANS") are not listed in Section 3.11(a) of the Company Disclosure Letter (but a list of such Non-U.S. Benefit Plans shall be provided to Parent within 20 days following the date of this Agreement). Each Company Benefit Plan (other than Company Multiemployer Pension Plans (as defined in Section 3.11(c)), and, to the knowledge of the Company, each Company Multiemployer Pension Plan has been administered in material compliance with its terms and applicable Law, and the terms of any applicable collective bargaining agreements, except to the extent that the failure to comply with any such terms or Law, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available (or, with respect to Non-U.S. Benefit Plans and Non-U.S. Benefit Agreements, shall deliver or make available within 20 days following the date of this Agreement) to Parent true, complete and correct copies of (i) each Company Benefit Plan required to be listed on Section 3.11(a) of the Company Disclosure Letter and each Company Benefit Agreement (or, in the case of any unwritten Company Benefit Plans Plan or Company Benefit AgreementsAgreement, written descriptions a description thereof), (ii) the two most recent annual reports required to be filed, or such similar reports, statements, information returns or material correspondence filed with or delivered to any Governmental Entity, report on Form 5500 (including accompanying schedules and attachments) with respect to each Company Benefit Plan (including reports filed on Form 5500 with accompanying schedules and attachments)for which such a report is required, (iii) the most recent summary plan description prepared for each Company Benefit PlanPlan for which such summary plan description is required under ERISA, (iv) each material trust agreement and material group annuity contract and other documents relating to the funding or payment of benefits under any Company Benefit Plan, (v) the most recent determination or qualification letter issued by any Governmental Entity the Internal Revenue Service for each Company Benefit Plan intended to qualify for favorable tax treatmenttreatment in the United States of America, as well as a true, correct and complete copy of each pending application for a determination such letter, if applicable, and (vi) the two most recent actuarial valuations valuation, if applicable, for each Company Benefit Plan. All Participant data necessary to administer each Company Benefit Plan, other than any Company Benefit Plan that is a Company Multiemployer Pension Plan, and Company Benefit Agreement is in the possession of the Company and is in a form that is sufficient for the proper administration of the Company Benefit Plans and Company Benefit Agreements in accordance with their terms and all applicable Laws and such data is complete and correct in all material respects.

ERISA Compliance; Excess Parachute Payments. (a) Section 3.11(a) of the Company Disclosure Letter contains a list of all "“employee pension benefit plans" ” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) ("“Company Pension Plans"”), "“employee welfare benefit plans" ” (as defined in Section 3(1) of ERISA) and all other material Company Benefit Plans maintained, or contributed to, by the Company or any Company Subsidiary for the benefit of any Company Participant. Each Company Benefit Plan (other than Company Multiemployer Pension Plans (as defined in Section 3.11(c)Plans), and, to the knowledge of the Company, each Company Multiemployer Pension Plan has been administered in material compliance with its terms and applicable Law, and the terms of any applicable collective bargaining agreements. The Company has delivered or made available, or will as soon as practicable following the date hereof deliver or make available, to Parent true, complete and correct copies of (i) each Company Benefit Plan required to be listed on Section 3.11(a) of the Company Disclosure Letter and each Company Benefit Agreement (or, in the case of any unwritten Company Benefit Plans or Company Benefit AgreementsPlans, written descriptions thereof), (ii) the two most recent annual reports required to be filed, or such similar reports, statements, information returns or material correspondence filed with or delivered to any Governmental Entity, with respect to each Company Benefit Plan (including reports filed on Form 5500 with accompanying schedules and attachments), (iii) the most recent summary plan description prepared for each Company Benefit Plan, (iv) each trust agreement and group annuity contract and other documents relating to the funding or payment of benefits under any Company Benefit Plan, (v) the most recent determination or qualification letter issued by any Governmental Entity for each Company Benefit Plan intended to qualify for favorable tax treatment, as well as a true, correct and complete copy of each pending application for a determination letter, if applicable, and (vi) the two most recent actuarial valuations for each Company Benefit Plan. All Participant data necessary to administer each Company Benefit Plan, other than any Company Benefit Plan that is a Company Multiemployer Pension Plan, and Company Benefit Agreement is in the possession of the Company and is in a form that is sufficient for the proper administration of the Company Benefit Plans and Company Benefit Agreements in accordance with their terms and all applicable Laws and such data is complete and correct in all material respects.

ERISA Compliance; Excess Parachute Payments. (a) Section 3.11(a) of the Company Disclosure Letter contains a complete and correct list of all Company Benefit Plans that are "employee pension benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (all such plans, collectively, the "Company Pension Plans"), ) or "employee welfare benefit plans" (as defined in Section 3(1) of ERISA) and all other material Company Benefit Plans maintainedPlans; provided, however, that no Company Benefit Agreement shall be deemed a Company Benefit Plan or contributed to, by listed in Section 3.11(a) of the Company or any Company Subsidiary for the benefit of any ParticipantDisclosure Letter. Each Company Benefit Plan (other than Company Multiemployer Pension Plans (as defined in Section 3.11(c)), and, to the knowledge of the Company, each Company Multiemployer Pension Plan has been administered in material compliance with its terms and applicable Law, and the terms of any applicable collective bargaining agreements, except to the extent that the failure to comply with any such terms or Law, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to Parent true, complete and correct copies of (i) each Company Benefit Plan required to be listed on Section 3.11(a) of the Company Disclosure Letter and each Company Benefit Agreement (or, in the case of any unwritten Company Benefit Plans Plan or Company Benefit AgreementsAgreement, written descriptions a description thereof), (ii) the two most recent annual reports required to be filed, or such similar reports, statements, information returns or material correspondence filed with or delivered to any Governmental Entity, report on Form 5500 (including accompanying schedules and attachments) with respect to each Company Benefit Plan (including reports filed on Form 5500 with accompanying schedules and attachments)for which such a report is required, (iii) the most recent summary plan description prepared for each Company Benefit PlanPlan for which such summary plan description is required under ERISA, (iv) each material trust agreement and material group annuity contract and other documents relating to the funding or payment of benefits under any Company Benefit Plan, (v) the most recent determination or qualification letter issued by any Governmental Entity the Internal Revenue Service for each Company Benefit Plan intended to qualify for favorable tax treatmenttreatment in the United States of America, as well as a true, correct and complete copy of each pending application for a determination such letter, if applicable, and (vi) the two most recent actuarial valuations valuation, if applicable, for each Company Benefit Plan. All Participant data necessary to administer each Company Benefit Plan, other than any Company Benefit Plan that is a Company Multiemployer Pension Plan, and Company Benefit Agreement is in the possession of the Company and is in a form that is sufficient for the proper administration of the Company Benefit Plans and Company Benefit Agreements in accordance with their terms and all applicable Laws and such data is complete and correct in all material respects.

ERISA Compliance; Excess Parachute Payments. (a) Section 3.11(a) 3.11 of the Company Disclosure Letter contains a complete and correct list of all "employee pension benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) ("Company Pension Plans"), "employee welfare benefit plans" (as defined in Section 3(1) of ERISA) and all other material Company Benefit Plans maintained, or contributed to, by the Company or any Company Subsidiary for the benefit of any Participant. Each each Material Company Benefit Plan (other than and Material Company Multiemployer Pension Plans (as defined in Section 3.11(c)), and, to the knowledge of the Company, each Benefit Agreement. Each Material Company Multiemployer Pension Benefit Plan and Material Company Benefit Agreement has been administered in all material respects in substantial compliance with its terms and applicable Law, and the terms of any applicable collective bargaining agreements. The Company has delivered or made available to Parent true, complete and correct copies of (i) each Company Benefit Plan required to be listed on Section 3.11(a) of the Company Disclosure Letter and each Company Benefit Agreement (or, or in the case of any unwritten Material Company Benefit Plans Plan or Material Company Benefit AgreementsAgreement, written descriptions a description thereof)) of (i) each Material Company Benefit Plan and Material Company Benefit Agreement, (ii) the two most recent annual reports required to be filed, or such similar reports, statements, information returns or material correspondence filed with or delivered to any Governmental Entity, with respect to each Material Company Benefit Plan (including reports filed on Form 5500 with accompanying schedules and attachments), (iii) the most recent summary plan description prepared for each Material Company Benefit PlanPlan for which a summary plan description is required under applicable U.S. Law, (iv) each trust agreement and group annuity contract and other material documents relating to the funding or payment of benefits under any Material Company Benefit Plan, (v) the most recent determination or qualification letter issued by any Governmental Entity for each Material Company Benefit Pension Plan intended to qualify for favorable tax treatment, as well as a true, correct and complete copy of each pending application for a determination or qualification letter, if applicable, and a complete and correct list of all material amendments to any Material Company Pension Plan as to which a favorable determination letter has not yet been received and (vi) the two most recent actuarial valuations for each Material Company Benefit PlanPlan for which such valuations are required. All Participant data necessary to administer each Company Benefit Plan, other than any Material Company Benefit Plan that is a Company Multiemployer Pension Plan, and each Material Company Benefit Agreement is in the possession of the Company and is in a form that is sufficient for the proper administration of the Material Company Benefit Plans and Material Company Benefit Agreements in accordance with their terms and all applicable Laws and such data is complete and correct in all material respects.

ERISA Compliance; Excess Parachute Payments. (a) Section 3.11(a3.10(a) of the Company Disclosure Letter Schedule contains a list of all "employee pension benefit plans" (as defined in Company Benefit Plans. Each Company Benefit Plan, other than any such plan that is a “multiemployer plan” within the meaning of Section 3(24001(a)(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA")”) ("a “Company Pension Plans"Multiemployer Plan”), "employee welfare benefit plans" (as defined in Section 3(1) of ERISA) and all other material Company Benefit Plans maintained, or contributed to, by the Company or any Company Subsidiary for the benefit of any Participant. Each Company Benefit Plan (other than Company Multiemployer Pension Plans (as defined in Section 3.11(c)), and, to the knowledge of the Company, each Company Multiemployer Pension Plan has been administered in material compliance with its terms and applicable Law, except for instances of noncompliance that, individually and in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. All contributions required to have been made by the Company and the terms Company Subsidiaries under any Company Benefit Plan have been made by the due date therefor (including any extensions). There is no pending or, to the Knowledge of the Company, threatened material legal action, suit or claim relating to the Company Benefit Plans (other than routine claims for benefits). Except with respect to any applicable collective bargaining agreements. The Company Multiemployer Plan, the Company has delivered made available, or prior to Parent Closing will make available, to Newco true, complete and correct copies of (i) each Company Benefit Plan required to be listed on Section 3.11(a) of the Company Disclosure Letter and each Company Benefit Agreement (or, in the case of any unwritten Company Benefit Plans Plan, a description thereof) and, to the extent applicable: (i) all trust agreements, insurance contracts or Company Benefit Agreements, written descriptions thereof)other funding arrangements, (ii) the two most recent actuarial and trust report for both ERISA funding and financial statement purposes, (iii) the most recent annual reports required to be filed, or such similar reports, statements, information returns or material correspondence report on Form 5500 filed with or delivered to any Governmental Entity, the Internal Revenue Service (the “IRS”) with respect to each Company Benefit Plan (including reports filed on Form 5500 with accompanying schedules and attachmentsif any such report was required), (iiiiv) the most recent IRS determination letter, (v) the most recent summary plan description prepared for each Company Benefit Plan for which such summary plan description is required, (vi) all material communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation or the Department of Labor, (vii) the most recent actuarial study of any pension, disability, post-employment life or medical benefits provided under any such Company Benefit Plan, (ivviii) each trust agreement all current employee handbooks and group annuity contract manuals and (ix) written statements regarding withdrawal or other documents relating multiemployer plan liabilities (or similar liabilities pertaining to any non-U.S. employee benefit plan sponsored by the funding Company or payment of benefits under any Company Benefit Plan, (v) the most recent determination or qualification letter issued by any Governmental Entity for each Company Benefit Plan intended to qualify for favorable tax treatment, as well as a true, correct and complete copy of each pending application for a determination letterSubsidiary, if applicable, and (vi) the two most recent actuarial valuations for each Company Benefit Plan. All Participant data necessary to administer each Company Benefit Plan, other than any Company Benefit Plan that is a Company Multiemployer Pension Plan, and Company Benefit Agreement is in the possession of the Company and is in a form that is sufficient for the proper administration of the Company Benefit Plans and Company Benefit Agreements in accordance with their terms and all applicable Laws and such data is complete and correct in all material respectsany).

ERISA Compliance; Excess Parachute Payments. (a) Section 3.11(a) of the Company Disclosure Letter contains a list of all "employee pension benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) ("Company Pension Plans"), "employee welfare benefit plans" (as defined in Section 3(1) of ERISA) and all other material Company Benefit Plans maintainedmaintained or contributed to, or required to be maintained or contributed to, by the Company or any Company Subsidiary for the benefit of any Participantcurrent or former employees, consultants, officers or directors of the Company or any Company Subsidiary. Each Company Benefit Plan (other than Company Multiemployer Pension Plans (as defined in Section 3.11(c)), and, to the knowledge of the Company, each Company Multiemployer Pension Plan has been administered in material compliance with its terms and applicable Law, other than instances of noncompliance that, individually and in the terms of any applicable collective bargaining agreementsaggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to Parent true, complete and correct copies of (i) each Company Benefit Plan required to be listed on Section 3.11(a) of the Company Disclosure Letter and each Company Benefit Agreement (or, in the case of any unwritten Company Benefit Plans or Company Benefit AgreementsPlan, written descriptions a brief summary of the material terms thereof), (ii) each Company Benefit Agreement required to be listed on Section 3.10 or Section 3.17 of the two Company Disclosure Letter (or, in the case of any unwritten Company Benefit Agreement, a brief summary of the material terms thereof), (iii) the most recent annual reports required to be filed, or such similar reports, statements, information returns or material correspondence report on Form 5500 filed with or delivered to any Governmental Entity, the Internal Revenue Service with respect to each Company Benefit Plan (including reports filed on Form 5500 with accompanying schedules and attachmentsif any such report was required), (iiiiv) the most recent summary plan description prepared for each Company Benefit PlanPlan for which such summary plan description is required, (ivv) each trust agreement and group annuity contract and other documents relating to the funding or payment of benefits under any Company Benefit Plan, Plan and (vvi) the most recent determination or qualification letter issued by any Governmental Entity actuarial valuation report for each Company Benefit Plan intended for which such actuarial valuation report was required or prepared. Notwithstanding the foregoing, in the case of any special severance agreements, indemnification agreements or agreements concerning duties, the Company has delivered to qualify for favorable tax treatment, as well as a true, correct Parent the form of agreement and complete copy any forms of each pending application for a determination letter, if applicableamendment thereto, and (vi) the two most recent actuarial valuations for each Company Benefit Plan. All Participant data necessary no special severance agreement, indemnification agreement or agreement concerning duties required to administer each Company Benefit Plan, other than any Company Benefit Plan that is a Company Multiemployer Pension Plan, and Company Benefit Agreement is in the possession be listed on Section 3.10 or Section 3.17 of the Company and is Disclosure Letter contains terms that are inconsistent in a form any material respect with the applicable forms that is sufficient for the proper administration of the Company Benefit Plans and Company Benefit Agreements in accordance with their terms and all applicable Laws and such data is complete and correct in all material respectswere delivered to Parent.