Common use of ERISA Compliance; Labor Clause in Contracts

ERISA Compliance; Labor. (i) Set forth on Disclosure Schedule 3.1(p)(i) is a list of all Employee Benefit Plans. Except as set forth on Disclosure Schedule 3.1(p)(i): (A) neither the Company nor any other entity required to be aggregated with the Company under Section 414(b), (c), (m) or (o) of the Code (the “Aggregated Group”) sponsors, maintains, contributes to or is required to contribute to, and neither the Company nor any member of the Aggregated Group has sponsored, maintained, contributed to or incurred any liability (contingent or otherwise) with respect to, within the last six (6) years, a “defined benefit plan” as such term is defined in Section 3(35) of ERISA; (B) the Company has not engaged in any and, to the Knowledge of the Company, no “prohibited transaction,” as such term is described in Section 4975 of the Code or Section 406 of ERISA, has occurred (other than a transaction that is exempt under a statutory or administrative exemption) with respect to any of the Employee Benefit Plans, in any case, that would subject the Company or any member of the Aggregated Group, any officer of the Company or any of such plans or any trust to any Tax or penalty on prohibited transactions imposed by Section 4975 of the Code; (C) neither the Company nor any member of the Aggregated Group has contributed to or has during the preceding six (6) years been obligated to contribute to or incurred any liability (contingent or otherwise) with respect to any “multi-employer plan” as such term is defined in Section 4001(a)(3) of ERISA; (D) no Employee Benefit Plan provides post-employment welfare benefits except to the extent required by Section 4980B of the Code or similar state or other Applicable Law and except for the continuation of coverage through the end of the calendar month in which termination from employment occurs; (E) each Employee Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and all Internal Revenue Service guidance promulgated thereunder; (F) each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or has such a determination pending or has time remaining in which to file an application for such determination from the Internal Revenue Service or is a prototype plan that is entitled to rely on an opinion letter issued by the Internal Revenue Service to the prototype plan sponsor regarding qualification of the form of the prototype plan; (G) to the Knowledge of the Company, there are no existing circumstances or events that have occurred which could reasonably be expected to cause the loss of the qualified status of any such Employee Benefit Plan; and (H) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not, either alone or in combination with any other event, (i) entitle any current or former employee, officer, director, or consultant of the Company or any of its Subsidiaries to severance pay, unemployment compensation or any other similar termination payment, (ii) accelerate the timing of payment or vesting, or increase the amount of or otherwise enhance any benefit due any such employee, officer, director, or consultant; or (iii) result in the payment of any amount that could, individually or in combination with any other such payment, reasonably be expected to constitute an “excess parachute payment” as defined in Section 280G(b)(1) of the Code. (ii) True, correct and complete copies of each of the Employee Benefit Plans and related trust documents and favorable determination letters, if applicable, have been furnished or made available to the Buyer or its Representatives, along with the most recent report filed on Form 5500 and summary plan description with respect to each Employee Benefit Plan required to file a Form 5500. All material reports and disclosures relating to the Employee Benefit Plans required to be filed with or furnished to Governmental Authorities or plan participants or beneficiaries have been filed or furnished in all material respects in accordance with Applicable Laws. Each Employee Benefit Plan has been maintained in compliance with Applicable Laws in all material respects, and, to the Knowledge of the Company, no fact or circumstance exists that can cause any Employee Benefit Plan to not be in compliance in all material respects with its terms and Applicable Laws. Except as set forth on Disclosure Schedule 3.1(p)(ii), there are no actions, suits or claims pending (other than routine claims for benefits) or, to the Knowledge of the Company, threatened against, or with respect to, any of the Employee Benefit Plans. All material contributions required to be made to the Employee Benefit Plans pursuant to their terms and all premiums due or payable with respect to insurance policies funding any Employee Benefit Plan, in each case for any period through the date hereof, have been timely made or paid in full. There is no matter pending with respect to any of the Employee Benefit Plans before the Internal Revenue Service or the Department of Labor other than as described on Disclosure Schedule 3.1(p)(ii). (iii) Except as set forth on Disclosure Schedule 3.1(p)(iii), neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and no employee of the Company is represented by a union or other collective bargaining entity. To the Knowledge of the Company, there are no organizational efforts presently being made or threatened by or on behalf of any labor union with respect to employees of the Company or any of its Subsidiaries. There is no, and in the past two (2) years has been no, labor strike, dispute, slowdown or stoppage pending or, to the Knowledge of the Company, threatened against or affecting the Company or its Subsidiaries, and the Company and its Subsidiaries have not experienced any organized work stoppage or other labor difficulty in the past two (2) years. Except as set forth on Disclosure Schedule 3.1(p)(iii), neither the Company nor any of its Subsidiaries (A) is engaged in, or has been engaged in over the past three (3) years. any unfair labor practices, has any unfair labor practice charges or complaints before the National Labor Relations Board pending or, to the Knowledge of the Company, threatened against it or (B) has any written notice of any charges, complaints or proceedings pending or, to the Knowledge of the Company, threatened against it before the Equal Employment Opportunity Commission, Department of Labor or any other Governmental Authority responsible for regulating employment practices within the past two (2) years. The Company and its Subsidiaries are, and for the past two (2) years have been, in material compliance with all laws respecting employment and employment practices, terms and conditions of employment, collective bargaining, disability, immigration, health and safety, wages, hours and benefits, overtime classification, non-discrimination in employment, workers’ compensation and the collection and payment of withholding and/or payroll Taxes and similar Taxes.

ERISA Compliance; Labor. (i) Set forth on Disclosure Schedule 3.1(p)(i3.1(q) is a list of all Employee Benefit Plans. Except as set forth on Disclosure Schedule 3.1(p)(i):3.1(q), (A) neither the Company nor any other entity required to be aggregated with the Company under Section 414(b), (c), (m) or (o414(c) of the Code (the “Aggregated Group”) sponsors, maintains, contributes to or is required to contribute to, and neither the Company nor any member of the Aggregated Group has sponsored, maintained, contributed to sponsored or incurred any liability (contingent or otherwise) with respect to, within the last six (6) years, a “defined benefit plan” as such term is defined in Section 3(35) of ERISA; (B) the Company has not engaged in any and, to the Knowledge of the Company, no “prohibited transaction,” as such term is described in Section 4975 of the Code or Section 406 of ERISA, has occurred (other than a transaction that is exempt under a statutory or administrative exemption) with respect to any of the Employee Benefit Plans, in any case, Plans that would subject the Company or any member of the Aggregated Group, any officer of the Company or any of such plans or any trust to any Tax material tax or penalty on prohibited transactions imposed by Section 4975 of the Code; (C) neither the Company nor any member of the Aggregated Group has contributed to or has during the preceding six (6) years been obligated to contribute to or incurred any liability (contingent or otherwise) with respect to any “multi-employer plan” as such term is defined in Section 3(37) or Section 4001(a)(3) of ERISA; (D) there exists no condition that would subject the Company or any member of the Aggregated Group to any material liability under the terms of the Employee Benefit Plan provides post-employment welfare Plans or Applicable Laws other than any payment of benefits except to in the extent required by Section 4980B normal course of the Code or similar state or other Applicable Law and except for the continuation of coverage through the end of the calendar month in which termination from employment occursplan operation; (E) each Employee Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and all Internal Revenue Service IRS guidance promulgated thereunder; (F) each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or has such a determination pending or has time remaining in which to file an application for such determination from the Internal Revenue Service or is a prototype plan that is entitled to rely on an opinion letter issued by the Internal Revenue Service to the prototype plan sponsor regarding qualification of the form of the prototype plan; (G) to the Knowledge of the Company, there are no existing circumstances or events that have occurred which could reasonably be expected to cause the loss of the qualified status of any such Employee Benefit Plan; and (HF) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby transaction will not, either alone or in combination with any other event, (i) entitle any current or former employee, officer, director, or consultant of the Company or any of its Subsidiaries to severance pay, unemployment compensation or any other similar termination payment, or (ii) accelerate the timing of payment or vesting, or increase the amount of or otherwise enhance any benefit due any such employee, officer, director, or consultant; or (iii) result in the payment of any amount that could, individually or in combination with any other such payment, reasonably be expected to constitute an “excess parachute payment” as defined in Section 280G(b)(1) of the Code. (ii) True, correct and complete copies of each of the Employee Benefit Plans and related trust documents and favorable determination letters, if applicable, have been furnished or made available to the Buyer or its Representativesrepresentatives, along with the most recent report filed on Form 5500 and summary plan description with respect to each Employee Benefit Plan required to file a Form 5500. All material reports and disclosures relating to the Employee Benefit Plans required to be filed with or furnished to Governmental Authorities or plan participants or beneficiaries have been filed or furnished in all material respects in accordance with Applicable LawsLaws in a timely manner. Each Employee Benefit Plan has been maintained in compliance with Applicable Laws in all material respects, and, to the Knowledge of the Company, no fact or circumstance exists that can cause any Employee Benefit Plan to not be in compliance in all material respects with its terms and Applicable Laws. Except as set forth on Disclosure Schedule 3.1(p)(ii3.1(q), as of the date of this Agreement, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the Knowledge of the CompanySeller, threatened against, or with respect to, any of the Employee Benefit Plans. All material contributions required to be made to the Employee Benefit Plans pursuant to their terms and all premiums due or payable with respect to insurance policies funding any Employee Benefit Plan, in each case for any period through the date hereof, have been timely made or paid in fullmade. There To the Knowledge of the Seller, as of the date of this Agreement, there is no matter pending with respect to any of the Employee Benefit Plans before the Internal Revenue Service or the Department of Labor other than as described on Disclosure Schedule 3.1(p)(ii3.1(q). (iii) Except as set forth on Disclosure Schedule 3.1(p)(iii), neither Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and no employee of the Company is represented by a union or other collective bargaining entityagreement. To the Knowledge of the Company, there There are no organizational efforts presently being made or or, to the Knowledge of the Seller, threatened by or on behalf of any labor union with respect to employees of the Company or any of its Subsidiaries. There is no, and in the past two (2) years has been no, no labor strike, dispute, slowdown or stoppage pending or, to the Knowledge of the CompanySeller, threatened against or affecting the Company or its Subsidiaries, and the Company and its Subsidiaries have not experienced any organized work stoppage or other labor difficulty in the past two (2) yearssince their inception. Except as set forth on Disclosure Schedule 3.1(p)(iii), neither Neither the Company nor any of its Subsidiaries (A) is engaged in, or has been engaged in over the past three (3) years. any unfair labor practices, has any unfair labor practice charges or complaints before the National Labor Relations Board pending or, to the Knowledge of the CompanySeller, threatened against it or (B) has any written notice of any charges, complaints or proceedings pending or, to the Knowledge of the CompanySeller, threatened against it before the Equal Employment Opportunity Commission, Department of Labor or any other Governmental Authority responsible for regulating employment practices within the past two (2) yearspractices. The Company and its Subsidiaries are, and for the past two (2) years have been, are in material compliance with all laws respecting employment and employment practices, terms and conditions of employment, collective bargaining, disability, immigration, health and safety, wages, hours and benefits, overtime classification, non-discrimination in employment, workers’ compensation and the collection and payment of withholding and/or payroll Taxes taxes and similar Taxestaxes.

ERISA Compliance; Labor. (i) Set forth on Disclosure Schedule 3.1(p)(i) is a list The present value of all Employee Benefit Plans. Except as set forth on Disclosure Schedule 3.1(p)(i): accrued benefits (Avested and unvested) neither the Company nor any other entity required to be aggregated with the Company under Section 414(b), (c), (m) or (o) of the Code (the “Aggregated Group”) sponsors, maintains, contributes to or is required to contribute to, and neither the Company nor any member of the Aggregated Group has sponsored, maintained, contributed to or incurred any liability (contingent or otherwise) with respect to, within the last six (6) years, a “defined each "employee pension benefit plan” " as such term is defined in Section 3(353(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA; "), which Benchmark or any other trades or businesses under common control within the meaning of Section 4001(b)(1) of ERISA with Benchmark or any Fund (Bcollectively, the "ERISA Group") maintains, or to which Benchmark or any member of the Company ERISA Group is obligated to contribute (the "Pension Plan"), did not, as of the respective last annual valuation dates for such Pension Plans, exceed the value of the assets of such Pension Plan allocable to such benefits. None of the Pension Plans subject to Section 302 of ERISA has incurred any "accumulated funding deficiency," as such term is defined in Section 302 of ERISA (whether or not waived), since the effective date of such Section 302. Neither Benchmark or any member of the ERISA Group, nor any employee or partner of Benchmark or any member of the ERISA Group or any of the employee benefit plans of Benchmark or any member of the ERISA Group which are subject to ERISA, including the Pension Plans, or any trusts created thereunder, or any trustee or administrator thereof, has engaged in any and, to the Knowledge of the Company, no “a "prohibited transaction,” " as such term is described in Section 4975 of the Code Code, which has subjected or Section 406 of ERISA, has occurred (other than a transaction that is exempt under a statutory or administrative exemption) with respect to any of the Employee Benefit Plans, in any case, that would which could subject the Company Benchmark or any member of the Aggregated ERISA Group, any officer partner or employee of Benchmark or any member of the Company ERISA Group or any of such plans or any trust to any Tax material tax or penalty on prohibited transactions imposed by such Section 4975 4975. None of such Pension Plans subject to Title IV of ERISA or any of their related trusts has been terminated or partially terminated, nor has there been any unreported "reportable event," as that term is defined in Section 4043 of ERISA, with respect thereto since the Code; effective date of such Section 4043 (C) neither excluding those events as to which the Company thirty day notice period is waived pursuant to the regulations issued thereunder). Neither Benchmark nor any member of the Aggregated ERISA Group has contributed to or has during the preceding six (6) years been obligated to contribute to or incurred any liability (contingent or otherwise) with respect to any “multi-employer "multiemployer plan” " as such term is defined in Section 3(37) or Section 4001(a)(3) of ERISA; (D) no Employee Benefit Plan provides post-employment welfare benefits except to the extent required by Section 4980B of the Code or similar state or other Applicable Law and except for the continuation of coverage through the end of the calendar month in which termination from employment occurs; (E) each Employee Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and all Internal Revenue Service guidance promulgated thereunder; (F) each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or has such a determination pending or has time remaining in which to file an application for such determination from the Internal Revenue Service or is a prototype plan that is entitled to rely ERISA . Except as set forth on an opinion letter issued by the Internal Revenue Service to the prototype plan sponsor regarding qualification of the form of the prototype plan; (G) to the Knowledge of the Company, there are no existing circumstances or events that have occurred which could reasonably be expected to cause the loss of the qualified status of any such Employee Benefit Plan; and (H) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not, either alone or in combination with any other event, (i) entitle any current or former employee, officer, director, or consultant of the Company or any of its Subsidiaries to severance pay, unemployment compensation or any other similar termination payment, (ii) accelerate the timing of payment or vesting, or increase the amount of or otherwise enhance any benefit due any such employee, officer, director, or consultant; or (iii) result in the payment of any amount that could, individually or in combination with any other such payment, reasonably be expected to constitute an “excess parachute payment” as defined in Section 280G(b)(1) of the Code.Schedule 2.1(p) (ii) True, correct and complete copies of each of the Employee Benefit Plans Plans, and related trust documents and favorable determination letterstrusts, if applicable, have been furnished or made available to the Buyer or its RepresentativesMergeco, along with the most recent report filed on Form 5500 and summary plan description with respect to each Employee Benefit Plan required to file a Form 5500. All material reports and disclosures relating to the Employee Benefit Plans required to be filed with or furnished to Governmental Authorities governmental agencies or plan participants or beneficiaries have been filed or furnished in all material respects in accordance with Applicable Lawsapplicable law in a timely manner except where such failure has not resulted and would not reasonably be expected to result in a Material Adverse Effect. Each Employee Benefit Plan has been maintained in compliance with Applicable Laws in all material respects, and, to the Knowledge of the Company, no fact or circumstance exists that can cause any Employee Benefit Plan to not be in compliance in all material respects with its terms ERISA and Applicable Lawsthe Code, and each Employee Benefit Plan intended to be qualified under Section 401 of the Code has received or is awaiting receipt of a favorable determination letter from the Internal Revenue Service regarding the qualified status and has not since receipt of the most recent favorable determination letter been amended or, to the knowledge of Benchmark and the members of the ERISA Group, operated in a manner which would adversely affect such status. Except as set forth on Disclosure Schedule 3.1(p)(ii), there There are no actions, suits or claims pending (other than routine claims for benefits) or, to the Knowledge knowledge of Benchmark and the members of the CompanyERISA Group, threatened against, or with respect to, to any of the Employee Benefit Plans. All material contributions required to be made to the Employee Benefit Plans pursuant to their terms and all premiums due or payable with respect to insurance policies funding any Employee Benefit Plan, in each case for any period through the date hereof, have been timely made or paid in fullmade. There Except as disclosed on Schedule 2.1(p), there is no matter pending with respect to any of the Employee Benefit Plans before the Internal Revenue Service or the Service, Department of Labor other than or the Pension Benefit Guaranty Corporation. Except as described on Disclosure Schedule 3.1(p)(ii)required by applicable law, none of the Employee Benefit Plans provides medical insurance coverage following retirement. Each Employee Benefit Plan which is an "employee welfare benefit plan," as defined in Section 3(l) of ERISA, may be unilaterally amended or terminated in its entirety without liability except as to benefits accrued prior to such amendment or termination. (iii) Schedule 2.1(p) lists each collective bargaining agreement to which Benchmark or any of its subsidiaries is a party. Except for those unions which are parties to one or more of the listed collective bargaining agreements or as set forth otherwise listed on Disclosure Schedule 3.1(p)(iii2.1(p), neither the Company Benchmark nor any of its Subsidiaries is a party subsidiaries has agreed to recognize any collective bargaining agreement and no employee of the Company is represented by a union or other collective bargaining entity. To representative, nor has any union or other collective bargaining representative been certified as the Knowledge of the Company, there are no organizational efforts presently being made or threatened by or on behalf exclusive bargaining representative of any labor union with respect to employees of the Company or any of its Subsidiaries. There is no, and in the past two (2) years has been no, labor strike, dispute, slowdown or stoppage pending or, to the Knowledge of the Company, threatened against or affecting the Company or its Subsidiaries, and the Company and its Subsidiaries have not experienced any organized work stoppage or other labor difficulty in the past two (2) yearstheir employees. Except as set forth on Disclosure Schedule 3.1(p)(iii)the Schedules to this Agreement, neither the Company nor any each of Benchmark and its Subsidiaries subsidiaries (A) is engaged inis, or and has been engaged since June 30, 1993 or the date of its formation, whichever is later, in over substantial compliance with all applicable laws regarding labor, employment and employment practices, terms and conditions of employment, affirmative action, wages and hours, plant closing and mass layoff, occupational safety and health, immunization, and workers' compensation, (B) is not engaged, nor has it since June 30, 1993 or the past three (3) years. date of its formation, whichever is later, engaged, in any unfair labor practices, and has any no, and has not had since June 30, 1993 or the date of its formation, whichever is later, any, unfair labor practice charges or complaints before the National Labor Relations Board pending or, to Benchmark's knowledge, threatened against it, (C) has no, and has not had since June 30, 1993 or the Knowledge date of the Companyits formation, whichever is later, any, grievances, arbitrations or other proceedings arising or asserted to arise under any collective bargaining agreement, pending or, to Benchmark's knowledge, threatened against it or and (BD) has any written notice no, and has not had since June 30, 1993 or the date of any its formation, whichever is later, any, charges, complaints or proceedings pending or, to the Knowledge of the Company, threatened against it before the Equal Employment Opportunity Commission, Department of Labor or any other Governmental Authority federal, state or local agency responsible for regulating employment practices within the past two practices, pending, or, to Benchmark's knowledge, threatened against it, except, in each case (2with respect to clauses (A) yearsthrough (D) above) for any violations, practices, complaints, proceedings or charges that have not resulted and would not reasonably be expected to result in a Material Adverse Effect. The Company and There is no labor strike, slowdown, work stoppage or lockout pending or, to Benchmark's knowledge, threatened against or affecting Benchmark or its Subsidiaries aresubsidiaries, and for Benchmark or its subsidiaries has not experienced any labor strike, slowdown, work stoppage or lockout since June 30, 1993 or the past two (2) years have beendate of its formation, in material compliance whichever is later. Except as set forth on Schedule 2.1(p), to Benchmark's knowledge, no union organizational campaign or representation petition is currently pending with all laws respecting employment and employment practices, terms and conditions respect to the employees of employment, collective bargaining, disability, immigration, health and safety, wages, hours and benefits, overtime classification, non-discrimination in employment, workers’ compensation and the collection and payment of withholding and/or payroll Taxes and similar TaxesBenchmark or its subsidiaries.

ERISA Compliance; Labor. (i) Set forth on Disclosure Schedule 3.1(p)(i) is a list of all Employee Benefit Plans. Except as set forth on Disclosure Schedule 3.1(p)(i): SCHEDULE 3.1(q), the present value of all accrued benefits (Avested and unvested) neither determined on a termination basis under all the "employee pension benefit plans," as such term is defined in Section 3(2) of ERISA, which the Company nor or any other entity required to be aggregated with the Company under Section 414(b), (c), (m414(c) or (o414(m) of the Code (the “"Aggregated Group”") sponsors (the "Pension Plans"), did not, as of the respective last annual valuation dates for such Pension Plans, exceed the value of the assets of such Pension Plan allocable to such benefits. There are no members of the Aggregated Group other than the Company and its Subsidiaries. Except as set forth on SCHEDULE 3.1(q), neither the Company nor any member of the Aggregated Group sponsors, maintains, contributes to or is required to contribute to, and neither the Company nor any member of the Aggregated Group has sponsored, maintained, contributed to or incurred any liability (contingent or otherwise) with respect to, sponsored within the last six (6) three years, a “"defined benefit plan” " as such term is defined in Section 3(35) of ERISA; (B) the Company has not engaged in any and, to the Knowledge of the Company, no “. No "prohibited transaction,” " as such term is described in Section 4975 of the Code or Section 406 of ERISACode, has occurred (other than a transaction that is exempt under a statutory or administrative exemption) with respect to any of the Employee Benefit Plans, in any case, that Plans which would subject the Company or any member of the Aggregated Group, any officer of the Company or any of such plans or any trust to any Tax or penalty on prohibited transactions imposed by such Section 4975 of the Code; (C) . Except as set forth on SCHEDULE 3.1(q), neither the Company nor any member of the Aggregated Group has contributed to or has during the preceding six (6) years been obligated to contribute to or incurred any liability (contingent or otherwise) with respect to any “"multi-employer plan” " as such term is defined in Section 3(37) or Section 4001(a)(3) of ERISA; (D. Other than the collective bargaining agreements identified in SCHEDULE 3.1(q), the Company has not executed any agreement, or taken any other action, that would reasonably be expected to require the Company or any members of the Aggregated Group to make any contributions to any multiemployer plan. Except as set forth on SCHEDULE 3.1(q) and in the collective bargaining agreements identified on SCHEDULE 3.1(q), the Company has no Knowledge of any condition that would reasonably be expected to give rise to any obligation on the part of the Company or any member of the Aggregated Group to make any contribution to any multiemployer plan. Except as set forth on SCHEDULE 3.1(q), there are no Employee Benefit Plan provides post-employment welfare benefits except Plans. With respect to the extent required by Section 4980B of the Code or similar state or other Applicable Law and except for the continuation of coverage through the end of the calendar month in which termination from employment occurs; (E) each Employee Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code Plans, no event has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and all Internal Revenue Service guidance promulgated thereunder; (F) each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or has such a determination pending or has time remaining in which to file an application for such determination from the Internal Revenue Service or is a prototype plan that is entitled to rely on an opinion letter issued by the Internal Revenue Service to the prototype plan sponsor regarding qualification of the form of the prototype plan; (G) occurred and, to the Knowledge of the Company, there are exists no existing circumstances or events that have occurred condition which could would reasonably be expected to cause subject the loss Company or any member of the qualified status Aggregated Group to any liability under the terms of any such Employee Benefit Plan; and Plans or Applicable Laws other than (G) any payment of benefits or premiums in the normal course of plan operations, and (H) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will notsuch conditions as would not have a Material Adverse Effect. Except as described in Section 2.7 or as disclosed on SCHEDULE 3.1(q), either alone or in combination with any other event, (i) entitle any current or former employee, officer, director, or consultant no employee of the Company or any Subsidiary of its Subsidiaries the Company will be entitled to severance pay, unemployment compensation any additional benefits or any other similar termination payment, (ii) accelerate acceleration of the timing of time or payment or vesting, or increase the amount of or otherwise enhance any benefit due any such employee, officer, director, or consultant; or (iii) result in the payment vesting of any amount that could, individually or in combination with benefits under any other such payment, reasonably be expected to constitute an “excess parachute payment” Employee Benefit Plan as defined in Section 280G(b)(1) a result of the Codetransactions contemplated by this Agreement. (ii) True, correct correct, and complete copies of each of the Employee Benefit Plans Plans, and related trust documents and favorable determination letters, if applicable, have been furnished or made available to the Buyer Parent or its Representativesrepresentatives, along with the most recent report filed on Form 5500 and summary plan description with respect to each Employee Benefit Plan required to file a Form 5500. All material reports and disclosures relating to the Employee Benefit Plans required to be filed with or furnished to Governmental Authorities governmental agencies or plan participants or beneficiaries have been filed or furnished in all material respects in accordance with Applicable LawsLaws in a timely manner. Each Employee Benefit Plan has been maintained in compliance with Applicable Laws in all material respects, and, to the Knowledge of the Company, no fact or circumstance exists that can cause any Employee Benefit Plan to not be in compliance in all material respects in compliance with its terms and Applicable Laws, and each Employee Benefit Plan intended to be qualified under Section 401 of the Code satisfies the requirements of such Section in all material respects and has not been operated in a manner which would materially and adversely affect such qualified status. Except as set forth described on Disclosure Schedule 3.1(p)(iiSCHEDULE 3.1(q), there are no actions, suits suits, or claims pending (other than routine claims for benefits) or, to the Knowledge of the Company, threatened against, or with respect to, to any of the Employee Benefit Plans. All material contributions required to be made to the Employee Benefit Plans pursuant to their terms and all premiums due or payable with respect to insurance policies funding any Employee Benefit Plan, in each case for any period through have been timely made. As of the date hereof, have been timely made or paid in full. There to the Knowledge of the Company, there is no matter pending with respect to any of the Employee Benefit Plans before the Internal Revenue Service or the Service, Department of Labor or the Pension Benefit Guaranty Corporation other than as described on Disclosure Schedule 3.1(p)(iiSCHEDULE 3.1(q). Except as required by Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA, and except as set forth on SCHEDULE 3.1(q), none of the Employee Benefit Plans provides medical insurance coverage following retirement. (iii) Except as set forth on Disclosure Schedule 3.1(p)(iiidescribed in SCHEDULE 3.1(q), neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and no employee of the Company is represented by a union or other collective bargaining entity. To the Knowledge of the Company, there are no organizational efforts presently being made or threatened by or on behalf of any labor union with respect to employees of the Company or any of its Subsidiaries. There is no, and in the past two (2) years has been no, labor strike, dispute, slowdown or stoppage pending or, to the Knowledge of the Company, threatened against or affecting the Company or its Subsidiaries, and the Company and its Subsidiaries have not experienced any organized work stoppage or other labor difficulty in the past two (2) yearsagreement. Except as set forth on Disclosure Schedule 3.1(p)(iiiSCHEDULE 3.1(q), neither each of the Company nor any of and its Subsidiaries (A) is engaged in, or has been not engaged in over the past three (3) years. any unfair labor practices, and has any no unfair labor practice charges or complaints before the National Labor Relations Board pending or, to the Knowledge of the Company, threatened against it or it, (B) has any written no notice of any charges, complaints or proceedings pending or, to the Knowledge of the Company, threatened against it before the Equal Employment Opportunity Commission, Department of Labor or any other Governmental Authority Entity responsible for regulating employment practices within practices, pending, or, to the past two Knowledge of the Company, threatened against it and (2C) years. The has no Knowledge of any labor union or bargaining agent which has bargaining rights with respect to any employee of the Company and or any of its Subsidiaries are, and for or which has applied or has indicated an intention to apply to be certified as the past two (2) years have been, in material compliance with all laws respecting employment and employment practices, terms and conditions bargaining agent of employment, collective bargaining, disability, immigration, health and safety, wages, hours and benefits, overtime classification, non-discrimination in employment, workers’ compensation and the collection and payment of withholding and/or payroll Taxes and similar Taxesany such employee.

ERISA Compliance; Labor. (i) Set forth on Section 3.1(n)(i) of the Seller Disclosure Schedule 3.1(p)(i) is a list of all Employee Benefit Plans, with specific identification of each Employee Benefit Plan that is a Company Benefit Plan. The Company has delivered or made available to Buyer a true, correct and complete copy of: (i) with respect to each Employee Benefit Plan, each writing constituting a part of such plan, including without limitation all plan documents, and, to the extent related to the Business, benefit schedules, trust agreements, and insurance contracts and other funding vehicles; and (ii) in the case of Company Benefit Plans, (1) the most recent Annual Report (Form 5500 Series) and accompanying schedule, if any; (2) the current summary plan description and any material modifications thereto, if any (in each case, whether or not required to be furnished under ERISA); (3) the most recent financial and actuarial reports, if any; and (4) the most recent determination letter from the Internal Revenue Service, if any. Section 3.1(n)(i) of the Seller Disclosure Schedule identifies each Employee Benefit Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code (“Qualified Plans”). Except as set forth on Section 3.1(n)(i) of the Seller Disclosure Schedule 3.1(p)(i):Schedule, (A) neither the Company nor any other entity required Internal Revenue Service has issued a favorable determination letter with respect to be aggregated with each Qualified Plan and the Company under Section 414(brelated trust that has not been revoked (or application for a determination letter is pending), (c), (m) and there are no existing circumstances and no events have occurred since the date of such determination letter that would reasonably be expected to adversely affect the qualified status of any Qualified Plan or (o) of the Code (the “Aggregated Group”) sponsors, maintains, contributes to or is required to contribute to, and neither the Company nor any member of the Aggregated Group has sponsored, maintained, contributed to or incurred any liability (contingent or otherwise) with respect to, within the last six (6) years, a “defined benefit plan” as such term is defined in Section 3(35) of ERISArelated trust; (B) the Company has not engaged in any and, to the Knowledge of the CompanySeller, no “prohibited transaction,” as such term is described in Section 4975 of the Code or Section 406 of ERISACode, has occurred (other than a transaction that is exempt under a statutory or administrative exemption) with respect to any of the Employee Benefit Plans, in any case, Plans that would subject the Company or any member of the Aggregated Group, any officer of the Company or any of such plans or any trust its Subsidiaries to any material Tax or penalty on prohibited transactions imposed by Section 4975 of the Code; (C) neither none of the Company nor any member of the Aggregated Group has contributed to or its Subsidiaries contributes or has during the preceding six (6) years been obligated an obligation to contribute to or incurred any liability (contingent or otherwise) with respect to any “multi-employer plan” as such term is defined in Section 4001(a)(3) of ERISA;Multiemployer Plan; and (D) other than with respect to the Seller’s Cafeteria Plan, the Company’s Group Medical Benefits Plan, the Company’s Group Basic and Dependent Life Insurance Plan, the Company’s Long Term Disability Insurance Plan, the Company’s Scholarship Program, the Paying Agency Agreement (as defined in Section 3.1(n)(i) of the Seller Disclosure Schedule) and the Collective Trust (as defined in Section 3.1(n)(i) of the Seller Disclosure Schedule) (collectively, the “Collective Benefits Arrangements”), there are no Employee participants in Company Benefit Plans other than employees and former employees of the Business (and their respective dependents and beneficiaries). (ii) Each Company Benefit Plan provides post-employment welfare benefits except to the extent required by Section 4980B of the Code or similar state or other Applicable Law and except for the continuation of coverage through the end of the calendar month in which termination from employment occurs; (E) each Employee Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and all Internal Revenue Service guidance promulgated thereunder; (F) each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or has such a determination pending or has time remaining in which to file an application for such determination from the Internal Revenue Service or is a prototype plan that is entitled to rely on an opinion letter issued by the Internal Revenue Service to the prototype plan sponsor regarding qualification of the form of the prototype plan; (G) to the Knowledge of the Company, there are no existing circumstances or events that have occurred which could reasonably be expected to cause the loss of the qualified status of any such Employee Benefit Plan; and (H) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not, either alone or in combination with any other event, (i) entitle any current or former employee, officer, director, or consultant of the Company or any of its Subsidiaries to severance pay, unemployment compensation or any other similar termination payment, (ii) accelerate the timing of payment or vesting, or increase the amount of or otherwise enhance any benefit due any such employee, officer, director, or consultant; or (iii) result in the payment of any amount that could, individually or in combination with any other such payment, reasonably be expected to constitute an “excess parachute payment” as defined in Section 280G(b)(1) of the Code. (ii) True, correct and complete copies of each of the Employee Benefit Plans and related trust documents and favorable determination letters, if applicable, have been furnished or made available to the Buyer or its Representatives, along with the most recent report filed on Form 5500 and summary plan description with respect to each Employee Benefit Plan required to file a Form 5500. All material reports and disclosures relating to the Employee Benefit Plans required to be filed with or furnished to Governmental Authorities or plan participants or beneficiaries have been filed or furnished in all material respects in accordance with Applicable Laws. Each Employee Benefit Plan has been maintained in compliance with Applicable Laws in all material respects, and, to the Knowledge of the Company, no fact or circumstance exists that can cause any Employee Benefit Plan to not be in compliance in all material respects with its terms and Applicable Laws. Except as set forth on Disclosure Schedule 3.1(p)(ii), there There are no material actions, suits or claims by or relating to current or former Company Employees pending (other than routine claims for benefits) or, to the Knowledge of the CompanySeller, threatened against, or with respect to, any of the Employee Company Benefit Plans. All material contributions required to be have been made to the Employee Company Benefit Plans pursuant to their terms and have in all premiums due or payable with respect to insurance policies funding any Employee Benefit Plan, in each case for any period through the date hereof, have material respects been timely made or paid in fullmade. There To the Knowledge of Seller, there is no matter pending with respect to any of the Employee Company Benefit Plans before the Internal Revenue Service or the Department of Labor other than as described on Disclosure Schedule 3.1(p)(ii)Labor. (iii) Except as set forth on Section 3.1(n)(iii) of the Seller Disclosure Schedule 3.1(p)(iii)Schedule, neither the Company nor any of its Subsidiaries is a party to bound by any collective bargaining agreement and no employee in respect of the Company is represented by a union or other collective bargaining entity. To the Knowledge of the Company, there are no organizational efforts presently being made or threatened by or on behalf of any labor union with respect to employees of the Company or any of its Subsidiaries. There is no, and in the past two (2) years has been no, labor strike, dispute, slowdown or stoppage pending or, to the Knowledge of the Company, threatened against or affecting the Company or its Subsidiaries, and the Company and its Subsidiaries have not experienced any organized work stoppage or other labor difficulty in the past two (2) yearsBusiness. Except as set forth on Section 3.1(n)(iii) of the Seller Disclosure Schedule 3.1(p)(iii)Schedule, neither the Company nor any of its Subsidiaries (A) in respect of the Business is engaged in, or has been engaged in over the past three (3) years. any unfair labor practices, has any unfair labor practice charges or complaints before the National Labor Relations Board pending or, to the Knowledge of the CompanySeller, threatened against it them or (B) has received any written notice of any charges, complaints or proceedings pending or, to the Knowledge of the CompanySeller, threatened against it them before the Equal Employment Opportunity Commission, Department of Labor or any other Governmental Authority responsible for regulating employment practices within which would have a Material Adverse Effect. Since January 1, 2004, there have been no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes involving the past two (2) yearsemployees of the Business pending or, to the Knowledge of the Seller, threatened against the Company or any of its Subsidiaries. The Each of the Company and its Subsidiaries are, and for the past two (2) years have been, is in material compliance with all applicable laws and collective bargaining agreements respecting employment and employment practices, terms and conditions of employment, collective bargaining, disability, immigration, health wages and safety, wages, hours and benefitsoccupational safety and health. (iv) With respect to each Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, overtime classificationexcept as set forth in Section 3.1(n)(iv) of the Seller Disclosure Schedule: (a) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, nonwhether or not waived; (b) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-discrimination in employmentday notice requirement has not been waived has occurred during the prior 12 months, workers’ compensation and the collection consummation of the transactions contemplated by this Agreement will not result in the occurrence of any such reportable event; (c) all premiums to the PBGC have been timely paid in full; (d) no liability (other than for premiums to the PBGC) under Title IV of ERISA has been or is expected to be incurred by the Company or any of its Subsidiaries; and (e) the PBGC has not instituted proceedings to terminate any such plan and, to the Knowledge of Seller, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan. With respect to each Employee Benefit Plan that is a Multiemployer Plan: (x) if the Company or any of its Subsidiaries were to experience a withdrawal or partial withdrawal from such plan, no Withdrawal Liability would be incurred; (y) none of the Company and its Subsidiaries, nor any of their respective ERISA Affiliates, has received any notification, nor has any reason to believe, that any such plan is in reorganization, has been terminated, is insolvent, or may reasonably be expected to be in reorganization, to be insolvent, or to be terminated; and (z) neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will result in the Company or any of its Subsidiaries incurring Withdrawal Liability. There does not now exist, nor do any circumstances exist that could reasonably be expected to result in, any Controlled Group Liability that would be a liability of the Company or any of its Subsidiaries following the Closing. (v) Except as set forth in Section 3.1(n)(v) of the Seller Disclosure Schedule, the Company and each of its Subsidiaries has reserved the right to amend, terminate or modify at any time all plans or arrangements providing for retiree health or life insurance coverage, and except with regard to COBRA and any other statutorily mandated benefits there has been no legally binding communication to current or former employees by the Company or any of its Subsidiaries that promises or guarantees such employees retiree health or life insurance or other retiree death benefits on a permanent basis. (vi) Except as set forth in Section 3.1(n)(vi) of the Seller Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event) result in, cause the accelerated vesting, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer or director of withholding the Company or any of its Subsidiaries, or result in any limitation on the right of the Company or any of its Subsidiaries to amend, merge, terminate or receive a reversion of assets from any Employee Benefit Plan or related trust. Without limiting the generality of the foregoing, no amount paid or payable (whether in cash, in property, or in the form of benefits) by the Company or any of its Subsidiaries in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code. No “rabbi trust” funding, letter of credit or similar funding arrangement has been, or shall be, required in connection with the execution of this Agreement, the consummation of the transactions contemplated hereby, or any other event or action related to this Agreement, such transactions, or Seller’s process of considering corporate transaction proposals, and any Company Benefit Plans, trust agreements, or documents that might otherwise have required such funding have been amended as necessary to ensure that no such requirement shall take effect. (vii) All Company Benefit Plans subject to the laws of any jurisdiction outside of the United States (other than statutory plans) (i) have been maintained in material compliance with all applicable legal requirements, (ii) if they are intended to qualify for special tax treatment, meet all material requirements for such treatment, and (iii) if they are intended to be funded and/or payroll Taxes book-reserved are in all material respects funded and/or book reserved, as appropriate, in accordance with applicable accounting standards and similar Taxesbased upon reasonable actuarial assumptions.

ERISA Compliance; Labor. (i) Set forth on Company Disclosure Schedule 3.1(p)(i3.1(q) is a list of all Employee Benefit Plans. Except as set forth on Company Disclosure Schedule 3.1(p)(i):3.1(q), (A) neither the Company nor any other entity required to be aggregated with the Company under Section 414(b), (c), (m) or (o414(c) of the Code (the “Aggregated Group”) sponsors, maintains, contributes to or is required to contribute to, and neither the Company nor any member of the Aggregated Group has sponsored, maintained, contributed to sponsored or incurred any liability (contingent or otherwise) with respect to, within the last six (6) years, a “defined benefit plan” as such term is defined in Section 3(35) of ERISA; (B) the Company has not engaged in any and, to the Knowledge of the Company, no “prohibited transaction,” as such term is described in Section 4975 of the Code or Section 406 of ERISA, has occurred (other than a transaction that is exempt under a statutory or administrative exemption) with respect to any of the Employee Benefit Plans, in any case, Plans that would subject the Company or any member of the Aggregated Group, any officer of the Company or any of such plans or any trust to any material Tax or penalty on prohibited transactions imposed by Section 4975 of the Code; (C) neither the Company nor any member of the Aggregated Group has contributed to or has during the preceding six (6) years been obligated to contribute to or incurred any liability (contingent or otherwise) with respect to any “multi-employer plan” as such term is defined in Section 3(37) or Section 4001(a)(3) of ERISA; (D) there exists no condition that would subject the Company or any member of the Aggregated Group to any material liability under the terms of the Employee Benefit Plan provides post-employment welfare Plans or Applicable Laws other than any payment of benefits except to in the extent required by Section 4980B normal course of the Code or similar state or other Applicable Law and except for the continuation of coverage through the end of the calendar month in which termination from employment occurs;plan operation (E) each Employee Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and all Internal Revenue Service IRS guidance promulgated thereunder; (F) each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or has such a determination pending or has time remaining in which to file an application for such determination from the Internal Revenue Service or is a prototype plan that is entitled to rely on an opinion letter issued by the Internal Revenue Service to the prototype plan sponsor regarding qualification of the form of the prototype plan; (G) to the Knowledge of the Company, there are no existing circumstances or events that have occurred which could reasonably be expected to cause the loss of the qualified status of any such Employee Benefit Plan; and (H) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger will not, either alone or in combination with any other event, (i) entitle any current or former employee, officer, director, or consultant of the Company or any of its Subsidiaries to severance pay, unemployment compensation or any other similar termination payment, or (ii) accelerate the timing of payment or vesting, or increase the amount of or otherwise enhance any benefit due any such employee, officer, director, or consultant; or (iii) result in the payment of any amount that could, individually or in combination with any other such payment, reasonably be expected to constitute an “excess parachute payment” as defined in Section 280G(b)(1) of the Code.; (ii) True, correct and complete copies of each of the Employee Benefit Plans and related trust documents and favorable determination letters, if applicable, have been furnished or made available to the Buyer Parent or its Representativesrepresentatives, along with the most recent report filed on Form 5500 and summary plan description with respect to each Employee Benefit Plan required to file a Form 5500. All material reports and disclosures relating to the Employee Benefit Plans required to be filed with or furnished to Governmental Authorities or plan participants or beneficiaries have been filed or furnished in all material respects in accordance with Applicable LawsLaws in a timely manner. Each Employee Benefit Plan has been maintained in compliance with Applicable Laws in all material respects, and, to the Knowledge of the Company, no fact or circumstance exists that can cause any Employee Benefit Plan to not be in compliance in all material respects with its terms and Applicable Laws. Except as set forth on Company Disclosure Schedule 3.1(p)(ii3.1(q), as of the date of this Agreement, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the Knowledge of the Company, threatened against, or with respect to, any of the Employee Benefit Plans. All material contributions required to be made to the Employee Benefit Plans pursuant to their terms and all premiums due or payable with respect to insurance policies funding any Employee Benefit Plan, in each case for any period through the date hereof, have been timely made or paid in fullmade. There To the Knowledge of the Company, as of the date of this Agreement, there is no matter pending with respect to any of the Employee Benefit Plans before the Internal Revenue Service or the Department of Labor other than as described on Company Disclosure Schedule 3.1(p)(ii3.1(q). (iii) Except as set forth on Disclosure Schedule 3.1(p)(iii), neither Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and no employee of the Company is represented by a union or other collective bargaining entityagreement. To the Knowledge of the Company, there There are no organizational efforts presently being made or or, to the Knowledge of the Company, threatened by or on behalf of any labor union with respect to employees of the Company or any of its Subsidiaries. There is no, and in the past two (2) years has been no, no labor strike, dispute, slowdown or stoppage pending or, to the Knowledge of the Company, threatened against or affecting the Company or its Subsidiaries, and the Company and its Subsidiaries have not experienced any organized work stoppage or other labor difficulty in the past two (2) yearssince their inception. Except as set forth on Disclosure Schedule 3.1(p)(iii), neither Neither the Company nor any of its Subsidiaries (A) is engaged in, or has been engaged in over the past three (3) years. any unfair labor practices, has any unfair labor practice charges or complaints before the National Labor Relations Board pending or, to the Knowledge of the Company, threatened against it or (B) has any written notice of any charges, complaints or proceedings pending or, to the Knowledge of the Company, threatened against it before the Equal Employment Opportunity Commission, Department of Labor or any other Governmental Authority responsible for regulating employment practices within the past two (2) yearspractices. The Company and its Subsidiaries are, and for the past two (2) years have been, are in material compliance with all laws respecting employment and employment practices, terms and conditions of employment, collective bargaining, disability, immigration, health and safety, wages, hours and benefits, overtime classification, non-discrimination in employment, workers’ compensation and the collection and payment of withholding and/or payroll Taxes taxes and similar Taxestaxes.

ERISA Compliance; Labor. (i) Set forth on Company Disclosure Schedule 3.1(p)(i3.1(n)(i) is a list of all Employee Benefit Plans. Except Plans and all former Employee Benefit Plans with respect to which the Company could have a current or future liability or obligation (with the current plans noted as set forth on Disclosure Schedule 3.1(p)(i):such); (Aii) neither Neither the Company nor any other entity required to be aggregated with the Company under Section 414(b), (c414(c), (m414(m) or (o414(o) of the Code (the “Aggregated Group”) sponsors, maintains, contributes to or is required to contribute to, and neither the Company nor any member of the Aggregated Group has sponsored, maintained, contributed to or incurred any liability (contingent or otherwise) with respect to, sponsored within the last six (6) yearsyear period preceding the Closing, (A) a “defined benefit plan,” as such term is defined in Section 3(35) of ERISAERISA or (B) an Employee Benefit Plan subject to Title IV of ERISA or Section 412 of the Code; (Biii) Except as set forth on Company Disclosure Schedule 3.1(n)(iii), no Employee Benefit Plan provides benefits, including, without limitation, medical benefits (whether or not insured), with respect to current or former employees of the Company has not engaged in any andbeyond their retirement or other termination of service, to the Knowledge other than coverage mandated by Section 4980B of the Company, no Code or applicable state continuation coverage rules; (iv) No “prohibited transaction,” as such term is described in Section 4975 of the Code or Section 406 of ERISACode, has occurred (other than a transaction that is exempt under a statutory or administrative exemption) with respect to any of the Employee Benefit Plans, in any case, Plans that would subject the Company or any member of the Aggregated Group, any officer of the Company or any of such plans or any trust to any Tax or penalty on prohibited transactions imposed by Section 4975 of the Code; (Cv) neither Neither the Company nor any member of the Aggregated Group is contributing to, has contributed to to, or has during the preceding six (6) years been obligated to contribute to or incurred any liability (contingent or otherwise) with respect to any “multi-employer plan,” as such term is defined in Section 3(37) or Section 4001(a)(3) of ERISA; (Dvi) Except as set forth on Company Disclosure Schedule 3.1(n)(vi), there exists no condition that would subject the Company or any member of the Aggregated Group to any liability under the terms of the Employee Benefit Plan provides post-employment welfare Plans or Applicable Laws other than any payment of benefits except to in the extent required by Section 4980B normal course of the Code or similar state or other Applicable Law and except for the continuation of coverage through the end of the calendar month in which termination from employment occursplan operation; (Evii) Except as set forth on Company Disclosure Schedule 3.1(n)(vii), each Employee Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and all Internal Revenue Service guidance promulgated thereunder; (F) each Employee Benefit Plan that is intended to be qualified under comply with the requirements of Section 401(a) of the Code has received a favorable determination letter or has such a determination pending or has time remaining in which to file an application for such determination from the Internal Revenue Service or is a prototype plan that is entitled to rely on an opinion letter issued by from the Internal Revenue Service to the prototype plan sponsor regarding effect that it meets the requirements of Section 401(a) of the Code and nothing has occurred since the date of that letter that could adversely effect the qualification of such Employee Benefit Plan (or the form tax-exempt status of the prototype planrelated trust); (G) to the Knowledge of the Company, there are no existing circumstances or events that have occurred which could reasonably be expected to cause the loss of the qualified status of any such Employee Benefit Plan; and (H) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not, either alone or in combination with any other event, (i) entitle any current or former employee, officer, director, or consultant of the Company or any of its Subsidiaries to severance pay, unemployment compensation or any other similar termination payment, (ii) accelerate the timing of payment or vesting, or increase the amount of or otherwise enhance any benefit due any such employee, officer, director, or consultant; or (iii) result in the payment of any amount that could, individually or in combination with any other such payment, reasonably be expected to constitute an “excess parachute payment” as defined in Section 280G(b)(1) of the Code. (iiviii) True, correct and complete copies of each of the Employee Benefit Plans and all related trust documents documents, insurance contracts and other funding agreements which implement each Employee Benefit Plan, and favorable determination letters, if applicable, have been furnished or made available to the Buyer Parent or its Representativesrepresentatives for review, along with the three (3) most recent report reports filed on Form 5500 5500, if required to be filed, copies of material correspondence with all Governmental Authorities and the most recent summary plan description with respect to each Employee Benefit Plan required to file a Form 5500Plan. All material Except as set forth on Company Disclosure Schedule 3.1(n)(viii), all reports and disclosures relating to the Employee Benefit Plans required to be filed with or furnished to Governmental Authorities or plan participants or beneficiaries have been filed or furnished in all material respects in accordance with Applicable Laws. Each Employee Benefit Plan has been maintained in compliance with Applicable Laws in all material respectsa timely manner; (ix) Except as set forth on Company Disclosure Schedule 3.1(n)(ix), and, to the Knowledge of the Company, no fact or circumstance exists that can cause any each Employee Benefit Plan to not be complies in compliance form and in all material respects operation with its terms and Applicable Laws. Except as set forth on Company Disclosure Schedule 3.1(p)(ii3.1(n)(ix), there are no actions, suits or claims pending (other than routine claims for benefits) or, to the Knowledge of the Company, threatened against, or with respect to, any of the Employee Benefit Plans. ; (x) Each Employee Benefit Plan may be amended, terminated, modified or otherwise revised by the Company, as provided in the Employee Benefit Plan, other than benefits protected under Section 411(d) of the Code, on and after the Effective Time, without further liability to the Company (excluding ordinary administrative expenses and routine claims for benefits); (xi) All material contributions or premiums required to be made to by the Company under the terms of each Employee Benefit Plans pursuant to their terms and all premiums due Plan or payable with respect to insurance policies funding any Employee Benefit Plan, in each case for any period through the date hereof, by Applicable Laws have been made in a timely made or paid fashion in full. There is no matter pending accordance with respect to any Applicable Laws and the terms of the Employee Benefit Plans before the Internal Revenue Service or the Department of Labor other than as described on Disclosure Schedule 3.1(p)(ii).Plan; (iiixii) Except as set forth on Company Disclosure Schedule 3.1(p)(iii3.1(n)(xii), neither the Company does not have any ongoing or anticipated obligation with respect to each terminated Employee Benefit Plan; (xiii) Neither the Company nor any of its Subsidiaries agents has been in breach of any fiduciary obligation with respect to the administration of any Employee Benefit Plan or the trusts or other funding media relating thereto; (xiv) Except as set forth on Company Disclosure Schedule 3.1(n)(xiv), the execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby will not (A) entitle any current or former employee, director, officer, consultant, independent contractor, contingent worker or leased employee (or any of their dependents, spouses or beneficiaries) of the Company to severance pay, unemployment compensation or any other payment, or (B) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee or officer; (xv) Except as set forth on Company Disclosure Schedule 3.1(n)(xv), the Company does not maintain an Employee Benefit Plan or other arrangement that is subject to Section 409A of the Code, and each Employee Benefit Plan that is a nonqualified deferred compensation plan subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code since January 1, 2005; (xvi) Except as set forth on Company Disclosure Schedule 3.1(n)(xvi), the Company does not engage individuals through leasing or employment agencies and no consultant or individual engaged by the Company through a leasing or temporary agency is covered by or entitled to benefits under any Employee Benefit Plan; (xvii) the Company has taken all actions necessary to terminate its 401(k) plan effective no later than immediately prior to the Effective Time; (xviii) Except as set forth on Company Disclosure Schedule 3.1(n)(xvii), (A) the Company is not a party to any collective bargaining agreement agreement, the Company’s employees have not been, and no employee of the Company is currently are not, represented by a labor organization or union (nor is there any attempt to organize or other collective bargaining entity. To the Knowledge of the Company, there are no organizational efforts presently being made or threatened by or on behalf of any labor union with respect to employees of the Company or any of its Subsidiaries. There is noestablish such a union), and in no labor strike, lock-out, slowdown or work stoppage is or within the past two (2) years has been nobeen, labor strike, dispute, slowdown or stoppage pending or, to the Knowledge of the Company, threatened against the Company; (B) Company Disclosure Schedule 3.1(n)(xvii) contains a list of (1) all employment contracts written or affecting not to which the Company is a party or its Subsidiariesotherwise subject, and the Company and its Subsidiaries have not experienced any organized work stoppage or other labor difficulty in the past two (2) years. Except as set forth on Disclosure Schedule 3.1(p)(iii)all promised pay increases, neither increases in benefits, promotions made by or assumed by the Company; and (C) the Company nor any of its Subsidiaries (A1) is engaged in, or has been not engaged in over the past three (3) years. any unfair labor practices, has does not have any unfair labor practice charges or complaints before the National Labor Relations Board or other Governmental Authority pending or, to the Knowledge of the Company, threatened against it or (B2) has any no written notice of any investigations, charges, complaints complaints, arbitrations or proceedings pending or, to the Knowledge of the Company, threatened against it before the Equal Employment Opportunity Commission, Department of Labor or any other Governmental Authority responsible for regulating employment practices within the past two (2) years. The Company and its Subsidiaries arepractices, and for the past two (23) years have been, in material compliance has maintained and currently maintains adequate insurance as required by Applicable Law with all laws respecting employment and employment practices, terms and conditions of employment, collective bargaining, disability, immigration, health and safety, wages, hours and benefits, overtime classification, non-discrimination in employment, respect to workers’ compensation claims and unemployment benefits claims, and has paid or accrued all current assessments under workers’ compensation legislation, and has not been subject to any special or penalty assessment under such legislation which has not been paid; (xix) Xxxxxxx Xxxxxxx’x annual base salary is not more than Two Hundred Ten Thousand and Two Dollars ($210,002); (xx) L. Xxxx Xxxxxx, Xx. is not an employee or director of the collection Company, and payment Company has provided Parent with true and correct copies of withholding and/or all Contracts with Xx. Xxxxxx concerning his termination as an employee and director of the Company and any severance or other payments payable to Xx. Xxxxxx at or after Closing; (xxi) There is no Symtx 2006 Bonus Plan; and (xxii) The Payroll Agent is the Company’s payroll Taxes and similar Taxesprocessing company.

ERISA Compliance; Labor. (i) Set forth on Disclosure Schedule 3.1(p)(i) is a list The present value of all accrued benefits (vested and unvested) under all the "employee pension benefit plans" as such term is defined in Section 3(2) of the Employee Benefit Retirement Income Security Act of 1974, as amended ("ERISA"), which the Company or any other trades or businesses under common control within the meaning of Section 4001(b)(1) of ERISA with the Company (collectively, the "ERISA Group") maintains, or to which the Company or any member of the ERISA Group is or has been obligated to contribute (the "Pension Plans"), did not, as of the respective last annual valuation dates for such Pension Plans, exceed the value of the assets of such Pension Plan allocable to such benefits. Except as set forth on Disclosure Schedule 3.1(p)(i): (A) neither Neither the Company nor any other entity required to be aggregated with the Company under Section 414(b), (c), (m) or (o) member of the Code (the “Aggregated Group”) sponsors, ERISA Group maintains, sponsors or contributes to or is required to contribute to, and neither the Company nor any member of the Aggregated ERISA Group has sponsored, maintained, sponsored or contributed to or incurred any liability (contingent or otherwise) with respect to, within the last six (6) three years, a “"defined benefit plan” " as such term is defined in Section 3(35) of ERISA; (B) the Company has not engaged in any and, to the Knowledge of the Company, no “. No "prohibited transaction,” " as such term is described in Section 4975 of the Code or Section 406 of ERISA, has occurred (other than a transaction that is exempt under a statutory or administrative exemption) with respect to any of the Employee Benefit Plans, in any case, that which would subject the Company or any member of the Aggregated ERISA Group, any officer of the Company or any of such plans or any trust to any Tax tax or penalty on prohibited transactions imposed by such Section 4975 of the Code; (C) neither 4975. Neither the Company nor or any member of the Aggregated ERISA Group has contributed to or has during the preceding six (6) years been obligated to contribute to or incurred any liability (contingent or otherwise) with respect to any “"multi-employer plan” " as such term is defined in Section 3(37) or Section 4001(a)(3) of ERISA; (D) . Except as set forth on Schedule 3.1(q), there are no Employee Benefit Plan provides post-employment welfare benefits except Plans. With respect to the extent required by Section 4980B of the Code or similar state or other Applicable Law and except for the continuation of coverage through the end of the calendar month in which termination from employment occurs; (E) each Employee Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code Plans, no event has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and all Internal Revenue Service guidance promulgated thereunder; (F) each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or has such a determination pending or has time remaining in which to file an application for such determination from the Internal Revenue Service or is a prototype plan that is entitled to rely on an opinion letter issued by the Internal Revenue Service to the prototype plan sponsor regarding qualification of the form of the prototype plan; (G) occurred and, to the Knowledge of the Company, there are exists no existing circumstances or events that have occurred condition which could reasonably be expected to cause the loss of the qualified status of any such Employee Benefit Plan; and (H) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not, either alone or in combination with any other event, (i) entitle any current or former employee, officer, director, or consultant of would subject the Company or any member of its Subsidiaries the ERISA Group to severance payany liability under the terms of such Employee Benefit Plans or Applicable Laws, unemployment compensation other than any payment of benefits or premiums in the normal course, or any other similar termination payment, (ii) accelerate the timing of payment condition that has not had or vesting, or increase the amount of or otherwise enhance any benefit due any such employee, officer, director, or consultant; or (iii) result in the payment of any amount that could, individually or in combination with any other such payment, reasonably be expected to constitute an “excess parachute payment” as defined in Section 280G(b)(1) of the Codewould not have a Material Adverse Effect. (ii) True, correct correct, and complete copies of each of the Employee Benefit Plans Plans, and related trust documents trusts and favorable determination letters, if applicable, have been furnished or made available to the Buyer or its Representativesrepresentatives, along with the most recent report filed on Form 5500 and summary plan description with respect to each Employee Benefit Plan required to file a Form 5500. All material reports and disclosures relating to the Employee Benefit Plans required to be filed with or furnished to Governmental Authorities governmental agencies or plan participants or beneficiaries have been filed or furnished in all material respects in accordance with Applicable LawsLaw in a timely manner. Each Employee Benefit Plan has been maintained in all material respects in compliance with Applicable Laws in all material respectsLaws, and, to the Knowledge of the Company, no fact or circumstance exists that can cause any and each Employee Benefit Plan intended to not be in compliance qualified under Section 401 of the Code satisfies the requirements of such Section in all material respects with its terms and Applicable Lawshas not been operated in a manner which would adversely affect such qualified status. Except as set forth on Disclosure Schedule 3.1(p)(ii), there There are no actions, suits suits, or claims pending (other than routine claims for benefits) or, to the Knowledge of the Company, threatened against, or with respect to, to any of the Employee Benefit Plans. All material contributions required to be made to the Employee Benefit Plans pursuant to their terms and all premiums due or payable with respect to insurance policies funding any Employee Benefit Plan, in each case for any period through the date hereof, have been timely made or paid in fullmade. There To the Knowledge of the Company, there is no matter pending with respect to any of the Employee Benefit Plans before the Internal Revenue Service or the Service, Department of Labor other than or the Pension Benefit Guaranty Corporation. Except as described on Disclosure Schedule 3.1(p)(ii)required by Applicable Law, none of the Employee Benefit Plans provides medical insurance coverage following retirement. Each Employee Benefit Plan which is an "employee welfare benefit plan," as defined in Section 3(1) of ERISA, may be unilaterally amended or terminated in its entirety without liability except as to benefits accrued prior to such amendment or termination. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (i) require the Company or any of its subsidiaries to make a larger contribution or pay greater benefits under, any Employee Benefit Plan or employment agreement or (ii) create or give rise to any additional vested rights or service credits under any Employee Benefit Plan. (iii) Except as set forth on Disclosure Schedule 3.1(p)(iii), neither Neither the Company nor any of its Subsidiaries subsidiaries is a party to any collective bargaining agreement and no employee of agreement. Neither the Company is represented by a nor any of its subsidiaries has agreed to recognize any union or other collective bargaining entity. To representative, nor has any union or other collective bargaining representative been certified as the Knowledge exclusive bargaining representative of the Company, there are no organizational efforts presently being made or threatened by or on behalf of any labor union with respect to employees of the Company or any of its Subsidiaries. There is no, and in the past two (2) years has been no, labor strike, dispute, slowdown or stoppage pending or, to the Knowledge of the Company, threatened against or affecting the Company or its Subsidiaries, and the Company and its Subsidiaries have not experienced any organized work stoppage or other labor difficulty in the past two (2) yearsemployees. Except as set forth on Disclosure Schedule 3.1(p)(iii3.1(q), neither each of the Company nor any of and its Subsidiaries subsidiaries (A) is engaged innot engaged, or nor has been engaged it since April 1, 1997, engaged, in over the past three (3) years. any unfair labor practices, and has any no, and has not had since April 1, 1997, any, unfair labor practice charges or complaints before the National Labor Relations Board pending or, to the Knowledge of the Company, threatened against it or it, and (B) has any no, and has not had since April 1, 1997 written notice of any any, charges, complaints complaints, or proceedings pending or, to the Knowledge of the Company, threatened against it before the Equal Employment Opportunity Commission, Department of Labor or any other Governmental Authority Entity responsible for regulating employment practices within practices, pending, or, to the past two (2) yearsKnowledge of the Company, threatened against it. The There is no labor strike, work stoppage or lockout pending or, to the Knowledge of the Company, threatened against or affecting the Company and or any of its Subsidiaries aresubsidiaries, and for neither the past two (2) years have beenCompany nor any of its subsidiaries has experienced any labor strike, in material compliance work stoppage or lockout since April 1, 1997. To the Knowledge of the Company, no union organizational campaign or representation petition is currently pending with all laws respecting employment and employment practices, terms and conditions respect to any of employment, collective bargaining, disability, immigration, health and safety, wages, hours and benefits, overtime classification, non-discrimination in employment, workers’ compensation and the collection and payment employees of withholding and/or payroll Taxes and similar Taxesthe Company or any of its subsidiaries.

ERISA Compliance; Labor. (i) Set forth on Company Disclosure Schedule 3.1(p)(i) 3.1(r), as of the date of this Agreement, is a list of all Employee Benefit Plans. Except as set forth on Company Disclosure Schedule 3.1(p)(i):3.1(r), (A) neither Neither the Company nor any other entity required to be aggregated with the Company under Section 414(b), (c), (m) or (o) 414 of the Code (the “Aggregated Group”) sponsors, maintains, contributes to or is required to contribute to, and neither the Company nor any member of the Aggregated Group has sponsored, maintained, contributed to or incurred any liability (contingent or otherwise) with respect tohas, within the last six (6) yearsyear period prior to the Closing, a “defined sponsored, participated in, or had an obligation to contribute to an employee pension benefit plan” as such term is defined in plan subject to Title IV of ERISA or Section 3(35) 412 or 430 of ERISAthe Code; (B) the Company has not engaged in any and, to the Knowledge of the Company, no “prohibited transaction,” as such term is described in Section 4975 of the Code or Section 406 of ERISACode, has occurred (other than a transaction that is exempt under a statutory or administrative exemption) with respect to any of the Employee Benefit Plans, in any case, Plans that would subject the Company or any member of the Aggregated Group, any officer of the Company or any of such plans or any trust to any material Tax or penalty on prohibited transactions imposed by Section 4975 of the CodeCode and neither the Company nor any member of the Aggregated Group has engaged in, and to the Knowledge of the Company, no other Person has engaged in any transaction or acted or failed to act in any manner that could reasonably be expect to result in the imposition upon the Company or any member of the Aggregated Group of any material liability for a civil penalty assessed pursuant to Section 409 or 502 of ERISA; (C) neither the Company nor any member of the Aggregated Group has contributed to or has during the preceding six (6) years been obligated to contribute to any (i) “multiemployer plan” as such term is defined in Section 3(37) or incurred any liability Section 4001(a)(3) of ERISA, (contingent or otherwiseii) with respect to any “multi-multiple employer plan” as such term is defined in Section 4001(a)(3413(c) of the Code, or (iii) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA; (D) no Employee Benefit Plan provides post-employment welfare benefits except to the extent required by Section 4980B of the Code or similar state or other Applicable Law and except for the continuation of coverage through the end of the calendar month in which termination from employment occurs; (E) each Employee Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and all Internal Revenue Service guidance promulgated thereunder; (F) each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or has such a determination pending or has time remaining in which to file an application for such determination from the Internal Revenue Service or is a prototype plan that is entitled to rely on an opinion letter issued by the Internal Revenue Service to the prototype plan sponsor regarding qualification of the form of the prototype plan; (G) to the Knowledge of the Company, there are exists no existing circumstances condition that would subject the Company or events that have occurred which could reasonably be expected to cause the loss any member of the qualified status Aggregated Group to any material Liability under the terms of any such the Employee Benefit PlanPlans other than any payment of benefits in the normal course of plan operation; and (HE) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will notno Employee Benefit Plan provides medical, either alone surgical, hospitalization, or in combination with any other event, life insurance benefits (iwhether or not insured by a third party) entitle any current for employees or former employee, officer, director, or consultant employees of the Company or any Retained Subsidiary of its Subsidiaries to severance paythe Company, unemployment compensation or any other similar termination paymentPerson, (ii) accelerate the timing for periods extending beyond their retirements or other terminations of payment or vestingservice, or increase the amount of or otherwise enhance any benefit due any other than coverage mandated by Applicable Laws, and no commitments have been made to provide such employee, officer, director, or consultant; or (iii) result in the payment of any amount that could, individually or in combination with any other such payment, reasonably be expected to constitute an “excess parachute payment” as defined in Section 280G(b)(1) of the Codecoverage. (ii) True, correct and complete copies of each of the Employee Benefit Plans and related trust documents and favorable determination letters, if applicable, have been furnished or made available to the Buyer Parent or its Representativesrepresentatives, along with the most recent report filed on Form 5500 and summary plan description with respect to each Employee Benefit Plan required to file a Form 5500. All material reports and disclosures relating to the Employee Benefit Plans required to be filed with or furnished to Governmental Authorities or plan participants or beneficiaries have been filed or furnished in all material respects in accordance with Applicable LawsLaws in a timely manner. Each Employee Benefit Plan has been maintained in compliance with Applicable Laws in all material respectsLaws, and, except where the failure to the Knowledge of the Company, no fact or circumstance exists that can cause any Employee Benefit Plan to so comply would not be in compliance in all material respects with its terms and Applicable Lawsreasonably likely to have a Company Material Adverse Effect. Except as set forth on Company Disclosure Schedule 3.1(p)(ii3.1(r), there are no actions, suits or claims pending (other than routine claims for benefitsbenefits or immaterial actions, suits or claims not reasonably likely to result in liability to the Company or any Retained Subsidiary in excess of $50,000 individually) or, to the Knowledge of the Company, threatened in writing against, or with respect to, any of the Employee Benefit Plans. All material contributions required to be made by the Company or the Retained Subsidiaries to the Employee Benefit Plans pursuant to their terms and all premiums due or payable with respect to insurance policies funding any Employee Benefit Plan, in each case for any period through the date hereof, have been timely made or paid in fullmade. There To the Knowledge of the Company, there is no matter pending with respect to any of the Employee Benefit Plans before the Internal Revenue Service or the Department of Labor other than as described on Company Disclosure Schedule 3.1(p)(ii3.1(r). (iii) Except as set forth on Company Disclosure Schedule 3.1(p)(iii3.1(r) or as contemplated by this Agreement, the consummation of the transactions contemplated by this Agreement, either alone or in conjunction with another event (such as a termination of employment), neither the Company nor will not (A) entitle any of its Subsidiaries is a party to any collective bargaining agreement and no current or former employee of the Company is represented by a union or other collective bargaining entity. To the Knowledge of the Company, there are no organizational efforts presently being made or threatened by or on behalf of any labor union with respect to employees of the Company or any Retained Subsidiary of the Company to any payment, forgiveness of indebtedness, vesting, distribution, or increase in benefits under or with respect to any Employee Benefit Plan (or any other program or arrangement), (B) accelerate the time of payment or vesting of benefits or awards under an Employee Benefit Plan, (C) increase the amount of compensation due any current or former employee of the Company or any Retained Subsidiary of the Company or (D) result in any payment or benefit that would not be deductible by the Surviving Corporation by reason of Section 280G of the Code. (iv) Each compensation and benefit plan maintained or contributed to (whether or not administered by a Governmental Authority) by the Company or any Retained Subsidiary of the Company under the Applicable Laws or custom or rule of the relevant jurisdiction outside of the United States (each such plan, a “Foreign Plan”) is listed on Company Disclosure Schedule 3.1(r). With respect to each Foreign Plan: (A) the Company has provided or made available to Parent the written document setting forth the Foreign Plan and all material amendments thereto (or if the Foreign Plan or any part thereof is not set forth in a written document, a description thereof); (B) such Foreign Plan is in compliance with the provisions of the Applicable Laws of each jurisdiction in which such Foreign Plan is maintained, to the extent those Applicable Laws are applicable to such Foreign Plan, except where the failure to so comply would not be reasonably likely to have a Company Material Adverse Effect; (C) all material contributions from the Company or any Retained Subsidiary of the Company to such Foreign Plan which were required to be made in accordance with the terms of such Foreign Plan, and, when applicable, Applicable Laws of the jurisdiction in which such Foreign Plan is maintained, have been timely made; (D) no material assets (including surplus assets) have been paid out of a Foreign Plan except to a participant (or the beneficiary of a participant) in such Foreign Plan in accordance with its Subsidiaries. There terms and, when applicable, Applicable Laws of the jurisdiction in which such Foreign Plan is no, maintained; (E) such Foreign Plan has been operated and administered in accordance with its terms and in compliance with all Applicable Laws, except where the past two failure to so comply would not be reasonably likely to have a Company Material Adverse Effect; and (2F) years has been no, labor strike, dispute, slowdown or stoppage there is no Proceeding pending or, to the Knowledge of the Company, threatened against or affecting contemplated relating to any Foreign Plan (other than routine claims for benefits). (v) Except as set forth on Company Disclosure Schedule 3.1(r), there are no collective bargaining or other labor union agreements to which the Company or its Subsidiaries, and any of the Company and its Retained Subsidiaries have not experienced is a party or by which any organized work stoppage or other labor difficulty in the past two (2) yearsof them is bound. Except as set forth on Company Disclosure Schedule 3.1(p)(iii3.1(r), neither the Company nor any of its the Retained Subsidiaries (A) is engaged in, or has been engaged in over the past three (3) years. any material unfair labor practices, has any material unfair labor practice charges or complaints before the National Labor Relations Board pending or, to the Knowledge of the Company, threatened in writing against it or (B) has any written notice of any material charges, complaints or proceedings pending or, to the Knowledge of the Company, threatened in writing against it before the Equal Employment Opportunity Commission, Department of Labor or any other Governmental Authority responsible for regulating employment practices within practices. Except as set forth on Company Disclosure Schedule 3.1(r) no collective bargaining agreement is currently being negotiated by the past two (2) yearsCompany or any of the Retained Subsidiaries. There is no labor strike in effect with respect to the Company or any of the Retained Subsidiaries. Neither the Company nor any Retained Subsidiary of the Company is a party to, or is otherwise bound by, any consent decree with any Governmental Authority. The Company and its the Retained Subsidiaries areare in compliance in all material respects with all Applicable Laws regarding the payment of wages or other compensation, the withholding and payment of Taxes, employment discrimination and harassment, and for those governing or pertaining to the past two (2) years have been, in material compliance with all laws respecting employment and employment practices, terms and conditions of employment, collective bargaining, disability, immigration, health and safety, wages, hours and benefits, overtime classification, non-discrimination in employment, workers’ compensation . (vi) Bonus payments by the Company and the collection and payment Retained Subsidiaries under the Permian Mud Service, Inc. Annual Bonus Plan are made in the discretion of withholding and/or payroll Taxes and similar Taxesthe Company.