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

ERISA Compliance; Excess Parachute Payments. (a) Except as individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect, each Parent Benefit Plan and Parent Benefit Agreement has been administered in compliance with its terms and with the requirements of Law, including ERISA and the Code. No Proceeding is pending or, to the Knowledge of Parent, threatened, with respect to any Parent Benefit Plan or Parent Benefit Agreement. All contributions required to be made to each Parent Benefit Plan and Parent Benefit Agreement have been timely made and all obligations in respect of each Parent Benefit Plan and Parent Benefit Agreement have been properly accrued and reflected on Parent’s financial statements. (b) All Parent Pension Plans that are intended to be qualified under Section 401(a) of the Code have been the subject of determination or opinion letters from the IRS to the effect that such Parent Pension Plans are so qualified and all related trusts that are intended to be exempt from federal income taxes under Section 501(a) of the Code have been the subject of determination or opinion letters from the IRS to the effect that such trusts are so exempt, and no such determination or opinion letter has been revoked nor, to the Knowledge of Parent, has revocation been threatened or any fact or event occurred that would reasonably be expected to adversely affect the qualified status of any such Parent Pension Plan or the exempt status of any such trust, nor has any such Parent Pension Plan been amended since the date of its most recent determination or opinion letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs. Neither Parent nor any Parent Subsidiary has any liability or obligation under any Parent Benefit Plan or Parent Benefit Agreement to provide benefits after termination of employment to any employee or dependent other than as required by Section 4980B of the Code. None of Parent, any Parent Subsidiary or any of their respective ERISA Affiliates has any liability for a failure to comply with Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA. (c) None of Parent, any Parent Subsidiary or any of their respective ERISA Affiliates currently maintains, contributes to or has any liability under or, at any time during the past six (6) years has maintained or contributed to, any pension plan which is subject to Section 412 of the Code or Section 302 of ERISA or Title IV of ERISA. None of Parent, any Parent Subsidiary or any of their respective ERISA Affiliates currently maintains, contributes to or has any liability under or, at any time during the past six (6) years has maintained or contributed to, any multiemployer plan (as defined in Section 4001(a)(3) of ERISA). Except as individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect, none of Parent, any Parent Subsidiary, any officer of Parent or of any Parent Subsidiary or any of the Parent Benefit Plans which are subject to ERISA, including the Parent Pension Plans, any trusts created thereunder or any trustee or administrator thereof, has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility. (d) With respect to Parent Pension Plans that are subject to or governed by the Laws of any jurisdiction other than the United States (the “Non-US Parent Pension Plans”), except as individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect, (i) the fair market value of the assets of each funded Non-US Parent Pension Plan, the liability of each insurer for any Non-US Parent Pension Plan funded through insurance or the reserve shown on Parent’s financial statements for any unfunded Non-US Parent Pension Plan, together with any accrued contributions, is sufficient to procure or provide for the projected benefit obligations, as of the Effective Time, with respect to all current and former participants in such plan based on reasonable, country specific actuarial assumptions and valuations and no transaction contemplated by this Agreement shall cause such assets or insurance obligations or book reserve to be less than such projected benefit obligations and (ii) each Non-US Parent Pension Plan required to be registered with a Governmental Entity has been registered, has been maintained in good standing with the appropriate Governmental Entities and has been maintained and operated in all respects in accordance with its terms and is in compliance with all applicable Law. (e) With respect to any arrangement of Parent or any Parent Subsidiary that is subject to Section 409A of the Code, (i) the written terms of such arrangement has at all times since January 1, 2009 been in compliance with, and (ii) such arrangement has, at all times while subject to Section 409A of the Code, been operated in compliance with, Section 409A of the Code and all applicable guidance thereunder, in each case except as individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary has any obligation to provide any gross-up payment to any individual with respect to any income tax, additional tax or interest charge imposed pursuant to Section 409A of the Code. (f) With respect to any Parent Benefit Plan that is an employee welfare benefit plan, (i) no such Parent Benefit Plan is unfunded or funded through a “welfare benefits fund” (as such term is defined in Section 419(e) of the Code) and (ii) each such Parent Benefit Plan that is a “group health plan” (as such term is defined in Section 5000(b)(1) of the Code), complies with the applicable requirements of Section 4980B(f) of the Code. (g) No amount that could be received (whether in cash or property or the vesting of property) as a result of the Merger, the Subsequent Merger, any other Transaction or the Financing by any employee, officer or director of Parent or any of its Affiliates who is a “disqualified individual” (as such term is defined in U.S. Treasury Regulation Section 1.280G-1) under any Parent Benefit Plan or Parent Benefit Agreement, either alone or together with any other event, could be characterized as a “parachute payment” (as defined in Section 280G of the Code). (h) The execution, delivery and performance by Parent of this Agreement do not, and the consummation of the Merger, the Subsequent Merger, the other Transactions or the Financing and compliance with the terms hereof and thereof will not (i) entitle any employee, officer or director of Parent or any Parent Subsidiary to any severance, transaction bonus, retention or other payment, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any Parent Benefit Plan or Parent Benefit Agreement or (iii) result in any breach or violation of, or a default under, any Parent Benefit Plan or Parent Benefit Agreement. (i) For purposes of this Agreement, “Parent Pension Plans” means all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) established or maintained by Parent or any Parent Subsidiary.

ERISA Compliance; Excess Parachute Payments. (a) Except The Parent Disclosure Letter contains a list of all "employee pension benefit plans" (as individually defined in Section 3(2) of ERISA) (sometimes referred to herein as "Parent Pension Plans") maintained, or in the aggregate has not had and would not reasonably be expected to have a contributed to, by Parent Material Adverse Effect, each Parent Benefit Plan and Parent Benefit Agreement has been administered in compliance with its terms and with the requirements of Law, including ERISA and the Code. No Proceeding is pending or, to the Knowledge of Parent, threatened, with respect to or any Parent Benefit Plan Subsidiary for the benefit of any current or former employees, officers or directors of Parent Benefit Agreement. All contributions required to be made to each or any Parent Benefit Plan and Parent Benefit Agreement have been timely made and all obligations in respect of each Parent Benefit Plan and Parent Benefit Agreement have been properly accrued and reflected on Parent’s financial statementsSubsidiary. (b) All Parent Pension Plans that are intended to be qualified under Section 401(a) of the Code have been the subject of determination or opinion letters from the IRS Internal Revenue Service to the effect that such Parent Pension Plans are so qualified and all related trusts that are intended to be exempt from federal Federal income taxes under Section Sections 401(a) and 501(a) ), respectively, of the Code have been the subject of determination or opinion letters from the IRS to the effect that such trusts are so exemptCode, and no such determination or opinion letter has been revoked nor, to the Knowledge knowledge of Parent, has revocation been threatened or any fact or event occurred that would reasonably be expected to adversely affect the qualified status of any such Parent Pension Plan or the exempt status of any such trustthreatened, nor has any such Parent Pension Plan been amended since the date of its most recent determination or opinion letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs. Neither Parent nor any Parent Subsidiary has any liability or obligation under any Parent Benefit Plan or Parent Benefit Agreement to provide benefits after termination of employment to any employee or dependent other than as required by Section 4980B of the Code. None of Parent, any Parent Subsidiary or any of their respective ERISA Affiliates has any liability for a failure to comply with Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA. (c) No Parent Pension Plan, other than any Parent Pension Plan that is a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA (a "Parent Multiemployer Pension Plan"), had, as of the respective last annual valuation date for each such Parent Pension Plan, an "unfunded benefit liability" (as such term is defined in Section 4001(a)(18) of ERISA), based on actuarial assumptions that have been furnished to Parent. None of Parent, any Parent Subsidiary or any of their respective ERISA Affiliates currently maintains, contributes to or Pension Plans has any liability under or, at any time during the past six an "accumulated funding deficiency" (6) years has maintained or contributed to, any pension plan which as such term is subject to Section 412 of the Code or defined in Section 302 of ERISA or Title IV Section 412 of ERISAthe Code), whether or not waived. None of To Parent, any Parent Subsidiary or any of their respective ERISA Affiliates currently maintains, contributes to or has any liability under or, at any time during the past six (6) years has maintained or contributed to, any multiemployer plan (as defined in Section 4001(a)(3) of ERISA). Except as individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect's knowledge, none of Parent, any Parent Subsidiary, any officer of Parent or any of any its Parent Subsidiary or any of the Parent Benefit Plans which are subject to ERISA, including the Parent Pension Plans, any trusts created thereunder or any trustee or administrator thereof, has engaged in a “"prohibited transaction” " (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility. (d) With respect to responsibility that could subject Parent, any Parent Pension Plans that are subject to Subsidiary or governed by the Laws of any jurisdiction other than the United States (the “Non-US Parent Pension Plans”), except as individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect, (i) the fair market value of the assets of each funded Non-US Parent Pension Plan, the liability of each insurer for any Non-US Parent Pension Plan funded through insurance or the reserve shown on Parent’s financial statements for any unfunded Non-US Parent Pension Plan, together with any accrued contributions, is sufficient to procure or provide for the projected benefit obligations, as of the Effective Time, with respect to all current and former participants in such plan based on reasonable, country specific actuarial assumptions and valuations and no transaction contemplated by this Agreement shall cause such assets or insurance obligations or book reserve to be less than such projected benefit obligations and (ii) each Non-US Parent Pension Plan required to be registered with a Governmental Entity has been registered, has been maintained in good standing with the appropriate Governmental Entities and has been maintained and operated in all respects in accordance with its terms and is in compliance with all applicable Law. (e) With respect to any arrangement officer of Parent or any Parent Subsidiary that is subject to the tax or penalty on prohibited transactions imposed by such Section 409A 4975 or to any liability under Section 502(i) or 502(1) of ERISA. During the Codeprevious five years, (i) the written terms none of such arrangement Parent Pension Plans and trusts has at all times since January 1been terminated, 2009 been (ii) to Parent's knowledge, "reportable event" (as that term is defined in compliance withSection 4043 of ERISA) with respect to any Parent Benefit Plan has occurred, and (iiiii) such arrangement has, at all times while subject to Section 409A of the Code, been operated in compliance with, Section 409A of the Code and all applicable guidance thereunder, in each case except as individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Neither neither Parent nor any Parent Subsidiary has any obligation to provide any gross-up payment to any individual incurred a "complete withdrawal" or a "partial withdrawal" (as such terms are defined in Sections 4203 and 4205, respectively, of ERISA) with respect to any income tax, additional tax or interest charge imposed pursuant to Section 409A of the CodeMultiemployer Pension Plan. (fd) With respect to any Parent Benefit Plan that is an employee welfare benefit plan, (i) no such Parent Benefit Plan is unfunded or funded through a “"welfare benefits fund” " (as such term is defined in Section 419(e) of the Code) and (ii) each such Parent Benefit Plan that is a “group health plan” (as such term is defined in Section 5000(b)(1) of the Code), complies with the applicable requirements of Section 4980B(f) of the Code. (g) No amount that could be received (whether in cash or property or the vesting of property) as a result of the Merger, the Subsequent Merger, any other Transaction or the Financing by any employee, officer or director of Parent or any of its Affiliates who is a “disqualified individual” (as such term is defined in U.S. Treasury Regulation Section 1.280G-1) under any Parent Benefit Plan or Parent Benefit Agreement, either alone or together with any other event, could be characterized as a “parachute payment” (as defined in Section 280G of the Code). (h) The execution, delivery and performance by Parent of this Agreement do not, and the consummation of the Merger, the Subsequent Merger, the other Transactions or the Financing and compliance with the terms hereof and thereof will not (i) entitle any employee, officer or director of Parent or any Parent Subsidiary to any severance, transaction bonus, retention or other payment, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any Parent Benefit Plan or Parent Benefit Agreement or (iii) result in any breach or violation of, or a default under, any Parent Benefit Plan or Parent Benefit Agreement. (i) For purposes of this Agreement, “Parent Pension Plans” means all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) established or maintained by Parent or any Parent Subsidiary.

ERISA Compliance; Excess Parachute Payments. (a) Schedule 4.13(a) to the Aristotle Disclosure Letter sets forth a true, correct and complete list of each material Aristotle Benefit Plan (as defined herein). (b) No material liability under Title IV of ERISA has been incurred by Aristotle or any of its ERISA Affiliates which has not been satisfied in full and no event has occurred and, to the Knowledge of Aristotle, no condition exists that could reasonably be likely to result in Aristotle or any of its ERISA Affiliates incurring a material liability under Title IV of ERISA. No Aristotle Benefit Plan is a defined benefit pension plan or is subject to Section 302 or Title IV of ERISA or Section 412 of the Code. No Aristotle Benefit Plan is a multiemployer plan within the meaning of Section 3(37) of ERISA or a multiple employer welfare arrangement as defined in Section 3(40) or ERISA. (c) Except as individually or in the aggregate has not had and would not reasonably be expected to have a Parent have, individually or in the aggregate, an Aristotle Material Adverse Effect, each Parent Aristotle Benefit Plan and Parent Benefit Agreement has been administered in compliance with its terms and with the requirements of Law, including ERISA and the Code. No Proceeding that is pending or, to the Knowledge of Parent, threatened, with respect to any Parent Benefit Plan or Parent Benefit Agreement. All contributions required to be made to each Parent Benefit Plan and Parent Benefit Agreement have been timely made and all obligations in respect of each Parent Benefit Plan and Parent Benefit Agreement have been properly accrued and reflected on Parent’s financial statements. (b) All Parent Pension Plans that are intended to be qualified under Section 401(a) of the Code have been is so qualified and the subject of plan as currently in effect has received a favorable determination or opinion letters letter to that effect from the IRS to the effect that such Parent Pension Plans are so qualified Internal Revenue Service and all related trusts that are intended to be exempt from federal income taxes under Section 501(a) Aristotle is not aware of the Code have been the subject of determination or opinion letters from the IRS to the effect that such trusts are so exempt, and no any reason why any such determination or opinion letter should be revoked or not be reissued. Each Aristotle Benefit Plan has been revoked normaintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including ERISA and the Code, which are applicable to such Aristotle Benefit Plan with such exceptions as would not be reasonably expected, individually or in the aggregate, to have an Aristotle Material Adverse Effect. There are no pending or, to the Knowledge of ParentAristotle, has revocation been threatened Proceedings against any Aristotle Benefit Plan, any fiduciary thereof, Aristotle or any fact or event occurred Subsidiary that would could reasonably be expected to adversely affect the qualified status of any such Parent Pension Plan or the exempt status of any such trusthave, nor has any such Parent Pension Plan been amended since the date of its most recent determination or opinion letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs. Neither Parent nor any Parent Subsidiary has any liability or obligation under any Parent Benefit Plan or Parent Benefit Agreement to provide benefits after termination of employment to any employee or dependent other than as required by Section 4980B of the Code. None of Parent, any Parent Subsidiary or any of their respective ERISA Affiliates has any liability for a failure to comply with Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA. (c) None of Parent, any Parent Subsidiary or any of their respective ERISA Affiliates currently maintains, contributes to or has any liability under or, at any time during the past six (6) years has maintained or contributed to, any pension plan which is subject to Section 412 of the Code or Section 302 of ERISA or Title IV of ERISA. None of Parent, any Parent Subsidiary or any of their respective ERISA Affiliates currently maintains, contributes to or has any liability under or, at any time during the past six (6) years has maintained or contributed to, any multiemployer plan (as defined in Section 4001(a)(3) of ERISA). Except as individually or in the aggregate has not had and would not reasonably be expected to have a Parent aggregate, an Aristotle Material Adverse Effect. To the Knowledge of Aristotle, none of ParentAristotle, any Parent Subsidiaryof its Subsidiaries, any officer of Parent Aristotle or of any Parent Subsidiary or any of the Parent Aristotle Benefit Plans which are subject to ERISA, including the Parent Pension Aristotle Benefit Plans, any trusts created thereunder or any trustee or administrator thereof, has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibilityresponsibility that could subject Aristotle, any Subsidiary or any officer of Aristotle or of any Subsidiary to any tax or penalty on prohibited transactions imposed by such Section 4975 of the Code or to any material liability under Section 502(i) or 502(1) of ERISA. (d) Except in connection with any Non-US Aristotle Benefit Plan (as defined below), there is no material current or projected liability in respect of post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of Aristotle or its Subsidiaries, except as required to avoid excise tax under Section 4980B of the Code. (e) With respect to Parent Pension Aristotle Benefit Plans that are subject to or governed by the Laws of any jurisdiction other than the United States (the “Non-US Parent Pension Aristotle Benefit Plans”), except as individually or in the aggregate has not had and would not reasonably be expected to have a Parent have, individually or in the aggregate, an Aristotle Material Adverse Effect, (i) the fair market value of the assets of all amounts required to be reserved under each funded book reserved Non-US Parent Pension Plan, the liability of each insurer for any Non-US Parent Pension Aristotle Benefit Plan funded through insurance or the reserve shown on Parent’s financial statements for any unfunded Non-US Parent Pension Plan, together have been so reserved in accordance with any accrued contributions, is sufficient to procure or provide for the projected benefit obligations, as of the Effective Time, with respect to all current and former participants in such plan based on reasonable, country specific actuarial assumptions and valuations and no transaction contemplated by this Agreement shall cause such assets or insurance obligations or book reserve to be less than such projected benefit obligations GAAP and (ii) each Non-US Parent Pension Aristotle Benefit Plan required to be registered with a Governmental Entity has been registered, has been maintained in good standing with the appropriate Governmental Entities and Entities, has been maintained and operated in all respects in accordance with its terms and is in compliance with all applicable Law. (e) With respect to any arrangement of Parent or any Parent Subsidiary that is subject to Section 409A of the Code, (i) the written terms of such arrangement has at all times since January 1, 2009 been in compliance with, and (ii) such arrangement has, at all times while subject to Section 409A of the Code, been operated in compliance with, Section 409A of the Code and all applicable guidance thereunder, in each case except as individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary has any obligation to provide any gross-up payment to any individual with respect to any income tax, additional tax or interest charge imposed pursuant to Section 409A of the CodeLaws. (f) With respect Except as otherwise contemplated under this Agreement or except pursuant to the terms of the Aristotle Benefit Plans which are publicly filed with the SEC as of the date of this Agreement, neither the execution nor delivery of this Agreement nor the consummation of the transactions contemplated hereby shall, whether alone or in combination with any Parent Benefit Plan that is an employee welfare benefit planother event, result in (i) no such Parent Benefit Plan is unfunded the accelerated vesting or funded through a “welfare benefits fund” (as such term is defined in Section 419(e) payment of, or any increase in, any compensation to any present or former executive officer or director of the Code) and Aristotle or any of its Subsidiaries or (ii) each such Parent Benefit Plan that is a “group health plan” (as such term is defined in Section 5000(b)(1) the entitlement of the Code), complies with the applicable requirements any present or former executive officer or director of Section 4980B(f) Aristotle or any of the Codeits Subsidiaries to severance or termination pay or benefits. (g) No amount that could be received (whether in cash or property or Aristotle Benefit Plan provides for the vesting gross-up of property) as a result of the Merger, the Subsequent Merger, any other Transaction or the Financing Taxes payable by any employee, officer or director of Parent or any of its Affiliates who is a “disqualified individual” (as such term is defined in U.S. Treasury Regulation Section 1.280G-1) under any Parent Benefit Plan or Parent Benefit Agreement, either alone or together with any other event, could be characterized as a “parachute payment” (as defined in Section 280G of the Code). (h) The execution, delivery and performance by Parent of this Agreement do not, and the consummation of the Merger, the Subsequent Merger, the other Transactions or the Financing and compliance with the terms hereof and thereof will not (i) entitle any employee, officer or director of Parent or any Parent Subsidiary to any severance, transaction bonus, retention or other payment, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any Parent Benefit Plan or Parent Benefit Agreement or (iii) result in any breach or violation of, or a default under, any Parent Benefit Plan or Parent Benefit Agreement. (i) For purposes of this Agreement, “Parent Pension Plans” means all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) established or maintained by Parent or any Parent Subsidiary.

ERISA Compliance; Excess Parachute Payments. (a) Except as individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect, each Each Parent Benefit Plan and Parent Benefit Agreement has been administered in material compliance with its terms and with the requirements of Law, including ERISA and the Code. No action, claim or Proceeding is pending or, to the Knowledge of Parent, threatened, with respect to any Parent Benefit Plan or Parent Benefit AgreementAgreement that would, individually or in the aggregate, be reasonably likely to have a Parent Material Adverse Effect. All contributions required to be made to each Parent Benefit Plan and Parent Benefit Agreement have been timely made and all obligations in respect of each Parent Benefit Plan and Parent Benefit Agreement have been properly accrued and reflected on Parent’s financial statementsstatements except that would not result in material liability to Parent. (b) All Parent Pension Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and have been the subject of determination or opinion letters from the IRS to the effect that such Parent Pension Plans are so qualified and all related trusts that are intended to be exempt from federal income taxes under Section 501(a) of the Code have been the subject of determination or opinion letters from the IRS to the effect that such trusts are so exempt, and no such determination or opinion letter has been revoked nor, to the Knowledge of Parent, has revocation been threatened or any fact or event occurred that would reasonably be expected to adversely affect the qualified status of any such Parent Pension Plan or the exempt status of any such trust, nor has any such Parent Pension Plan been amended since the date of its most recent determination or opinion letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs. Neither Parent nor any Parent Subsidiary has any liability or obligation under any Parent Benefit Plan or Parent Benefit Agreement to provide benefits after termination of employment to any current or former employee (including retirees) or dependent other than as required by Section 4980B of the Code. None of Parent, any Parent Subsidiary or any of their respective ERISA Affiliates has any liability for a failure to comply with Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA. (c) None of Parent, any Parent Subsidiary or any of their respective ERISA Affiliates currently maintains, contributes to or has any liability under or, at any time during the past six (6) years has maintained or contributed to, any pension plan which is subject to Section 412 of the Code or Code, Section 302 of ERISA or Title IV of ERISA. None of Parent, any Parent Subsidiary or any of their respective ERISA Affiliates currently maintains, contributes to or has any liability under or, at any time during the past six (6) years has maintained or contributed to, any multiemployer plan (as defined in Section 4001(a)(34001 (a)(3) of ERISA) or multiple employer plan (as described in Section 413 of the Code). Except as individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect, none None of Parent, any Parent Subsidiary, any officer of Parent or of any Parent Subsidiary or any of the Parent Benefit Plans which are subject to ERISA, including the Parent Pension Plans, any trusts created thereunder or any trustee or administrator thereof, has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility. No Parent Benefit Plan is or has been funded by, associated with or related to a voluntary employees’ beneficiary association (within the meaning of Section 501(c)(9) of the Code). No Parent Benefit Plan holds the stock of the Parent or any Parent Subsidiary as a plan asset. (d) With respect to Parent Pension Plans that are subject to or governed by the Laws of any jurisdiction other than the United States (the “Non-US Parent Pension Plans”), except as would not be material individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effectaggregate, (i) the fair market value of the assets of each funded Non-US Parent Pension Plan, the liability of each insurer for any Non-US Parent Pension Plan funded through insurance or the reserve shown on Parent’s financial statements for any unfunded Non-US Parent Pension Plan, together with any accrued contributions, is sufficient to procure or provide for the projected benefit obligations, as of the First Effective Time, with respect to all current and former participants in such plan based on reasonable, country specific actuarial assumptions and valuations and no transaction contemplated by this Agreement shall cause such assets or insurance obligations or book reserve to be less than such projected benefit obligations and (ii) each Non-US Parent Pension Plan required to be registered with a Governmental Entity has been registered, has been maintained in good standing with the appropriate Governmental Entities and has been maintained and operated in all respects in accordance with its terms and is in compliance with all applicable Law. (e) With respect to any arrangement of Parent or any Parent Subsidiary that is subject to Section 409A of the Code, (i) the written terms of such arrangement has at all times since January 1, 2009 2013 been in material compliance with, and (ii) such arrangement has, at all times while subject to Section 409A of the Code, been operated in material compliance with, Section 409A of the Code and all applicable guidance thereunder, in each case except as individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary has any obligation to provide any gross-up payment to any individual with respect to any income tax, additional tax or interest charge imposed pursuant to Section 409A of the Code. (f) With respect to any Parent Benefit Plan that is an employee welfare benefit plan, (i) no such Parent Benefit Plan is unfunded or funded through a “welfare benefits fund” (as such term is defined in Section 419(e) of the Code) and (ii) each such Parent Benefit Plan that is a “group health plan” (as such term is defined in Section 5000(b)(1) of the Code), ) complies with the applicable requirements of Section 4980B(f) of the Code. (g) No amount that could be received (whether in cash or property or the vesting of property) as a result of the Merger, the Subsequent Merger, Mergers or any other Transaction or the Financing Transactions by any employee, officer or director of Parent or any of its Affiliates who is a “disqualified individual” (as such term is defined in U.S. Treasury Regulation Section 1.280G-1) under any Parent Benefit Plan or Parent Benefit Agreement), either alone or together with any other event, could would be characterized as a “parachute payment” (as defined in Section 280G of the Code). Neither Parent nor any Parent Subsidiary has any obligation to provide any gross-up payment to any individual with respect to any income tax, additional tax or interest charge imposed pursuant to Section 4999 of the Code. (h) The execution, delivery and performance by Parent of this Agreement do not, and the consummation of the Merger, the Subsequent Merger, Mergers and the other Transactions or the Financing and compliance with the terms hereof and thereof will not (i) entitle any employee, officer or director of Parent or any Parent Subsidiary to any severance, transaction bonus, retention or other payment, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any Parent Benefit Plan or Parent Benefit Agreement or (iii) result in any breach or violation of, or a default under, any Parent Benefit Plan or Parent Benefit Agreement. (i) For purposes of this Agreement, “Parent Pension Plans” means all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) established or maintained by Parent or any Parent Subsidiary.