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

ERISA Compliance; Excess Parachute Payments. (a) Section 4.11(a)(i) of the Company Disclosure Schedule sets forth a complete and accurate 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)) (sometimes referred to herein as “Company Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other Company Benefit Plans and Company Benefit Agreements (including in such description the number of participants in each such plan and the cost to the Company to maintain each such plan), each as of February 28, 2005 maintained, or contributed to, by the Company or any Company Subsidiary, or to which the Company or any Company Subsidiary is a party, for the benefit of any current or former employees, officers or directors of the Company or any Company Subsidiary. The Company has made available to Parent true, complete and correct copies of (i) each Company Benefit Plan and Company Benefit Agreement (or, in the case of any unwritten Company Benefit Plan or Company Benefit Agreement a description thereof), (ii) the three most recent annual reports on Form 5500 filed with the Department of Labor with respect to each Company Benefit Plan (if any such report was required), as well as copies of all other filings made with the Internal Revenue Service, the Department of Labor and the Pension Benefit Guaranty Corporation for each Company Benefit Plan’s most recent three plan years, (iii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required and (iv) each trust agreement and insurance, group annuity and any other material contract relating to any Company Benefit Plan.

ERISA Compliance; Excess Parachute Payments. (a) Section 4.11(a)(i) of the Company Disclosure Schedule sets forth a complete and accurate 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)) (sometimes referred to herein as “Company Pension Plans”COMPANY PENSION PLANS), “"employee welfare benefit plans” " (as defined in Section 3(1) of ERISA) and all other Company Benefit Plans and Company Benefit Agreements (including in such description the number of participants in each such plan and the cost to the Company to maintain each such plan), each as of February 28, 2005 the date hereof maintained, or contributed to, by the Company or any Company Subsidiary, or to which the Company or any Company Subsidiary is a party, for the benefit of any current or former employees, officers or directors of the Company or any Company Subsidiary. The Company has made available to Parent true, complete and correct copies of (i) each Company Benefit Plan and Company Benefit Agreement (or, in the case of any unwritten Company Benefit Plan or Company Benefit Agreement a description thereof), (ii) the three most recent annual reports on Form 5500 filed with the Department of Labor with respect to each Company Benefit Plan (if any such report was required), as well as copies of all other filings made with the Internal Revenue Service, the Department of Labor and the Pension Benefit Guaranty Corporation for each Company Benefit Plan’s 's most recent three plan years, (iii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required and (iv) each trust agreement and insurance, group annuity and any other material contract relating to any Company Benefit Plan.

ERISA Compliance; Excess Parachute Payments. (a) Section 4.11(a)(i) of the Company Disclosure Schedule sets forth a complete and accurate 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)) (sometimes referred to herein as “Company Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other Company Benefit Plans and Company Benefit Agreements (including in such description the number of participants in each such plan and the cost to the Company to maintain each such plan), each as of February 28, 2005 the date hereof maintained, or contributed to, by the Company or any Company Subsidiary, or to which the Company or any Company Subsidiary is a party, for the benefit of any current or former employees, officers or directors of the Company or any Company Subsidiary. The Company has made available to Parent true, complete and correct copies of (i) each Company Benefit Plan and Company Benefit Agreement (or, in the case of any unwritten Company Benefit Plan or Company Benefit Agreement a description thereof), (ii) the three most recent annual reports on Form 5500 filed with the Department of Labor with respect to each Company Benefit Plan (if any such report was required), as well as copies of all other filings made with the Internal Revenue Service, the Department of Labor and the Pension Benefit Guaranty Corporation for each Company Benefit Plan’s most recent three plan years, (iii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required and (iv) each trust agreement and insurance, group annuity and any other material contract relating to any Company Benefit Plan.