Common use of ERISA; Employee Benefit Plans Clause in Contracts

ERISA; Employee Benefit Plans. (i) Neither the Company nor any of the Gxxxxxxxx Business Entities is a party to or obligated to contribute to any Employee Benefit Plan, except those set forth in Schedule 4.1(l) attached hereto. Copies of all of the written plans and agreements described in Schedule 4.1(l) and written summaries of any oral plans or agreements are or have been made available to Purchaser. (ii) With respect to each Employee Benefit Plan: (1) neither such Employee Benefit Plan nor any plan fiduciary has engaged in a prohibited transaction as defined in Section 406 of ERISA (for which no individual or class exemption exists under Section 408 of ERISA) or any prohibited transaction as defined in Section 4975 of the Code (for which no individual or class exemption exists under Section 4975 of the Code) involving such Employee Benefit Plan that resulted in any material liability which has not been satisfied; (2) all filings and reports as to such Employee Benefit Plan required to have been made to the Internal Revenue Service ("IRS"), to the U.S. Department of Labor or, if applicable, to the Pension Benefit Guaranty Corporation have been made; (3) there is no litigation, disputed claim (other than routine claims for benefits), governmental proceedings or investigation commenced or pending or threatened with respect to any such Employee Benefit Plan or its related trust; (4) such Employee Benefit Plan has been established, maintained, funded and administrated in all material respects in accordance with (A) its governing documents and (B) any applicable provisions of ERISA and the Code; and (5) no such Employee Benefit Plan is, and neither the Company, nor any of the Gxxxxxxxx Business Entities has, during the preceding five (5) year period, contributed to or maintained a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA. (iii) With respect to any Employee Pension Benefit Plan that covers employees of the Company or any of the Gxxxxxxxx Business Entities and which is intended to be qualified under Section 401(a) of the Code, except as set forth in Schedule 4.1(l), favorable determination letters as to qualification of such Employee Pension Benefit Plans under Section 401(a) of the Code have been issued by the IRS and to C&K's Knowledge or to each of the Sellers' Knowledge no event has occurred or condition exists that could not be corrected through one of the compliance programs instituted by the IRS without incurring substantial costs and penalties. (iv) There has not been any termination or partial termination of any Employee Pension Benefit Plan maintained by the Company or the Gxxxxxxxx Business Entities that resulted in a material liability to the Company or the Gxxxxxxxx Business Entities that has not been satisfied. (v) With respect to any plan, fund, program or arrangement maintained or sponsored by the Company for the benefit of employees who perform services outside the United States (a "Foreign Plan"): (1) there is no litigation, disputed Claim (other than routine Claims for benefits), governmental proceeding or investigation threatened, commenced or pending with respect to such Foreign Plan or its related trust which, if determined adversely, would have a Material Adverse effect on the financial condition of the Sellers, taken as a whole; (2) such Foreign Plan has been created and maintained in accordance with applicable laws and administered in all material respects in accordance with its governing documents; and (3) such Foreign Plan may be terminated without having a Material Adverse effect on the financial condition of the Company. d.

ERISA; Employee Benefit Plans. (a) Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: during the five-year period prior to the date on which this representation is made or deemed made, (i) Neither the Company neither a Reportable Event nor any of the Gxxxxxxxx Business Entities is a party to or obligated to contribute to any Employee Benefit Plan, except those set forth in Schedule 4.1(l) attached hereto. Copies of all of the written plans and agreements described in Schedule 4.1(l) and written summaries of any oral plans or agreements are or have been made available to Purchaser. (ii) With respect to each Employee Benefit Plan: (1) neither such Employee Benefit Plan nor any plan fiduciary non-exempt Prohibited Transaction has engaged in a prohibited transaction as defined in Section 406 of ERISA (for which no individual or class exemption exists under Section 408 of ERISA) or any prohibited transaction as defined in Section 4975 of the Code (for which no individual or class exemption exists under Section 4975 of the Code) involving such Employee Benefit Plan that resulted in any material liability which has not been satisfied; (2) all filings and reports as to such Employee Benefit Plan required to have been made to the Internal Revenue Service ("IRS"), to the U.S. Department of Labor or, if applicable, to the Pension Benefit Guaranty Corporation have been made; (3) there is no litigation, disputed claim (other than routine claims for benefits), governmental proceedings or investigation commenced or pending or threatened occurred with respect to any such Employee Benefit Plan or its related trustPlan; (4ii) such Employee Benefit each Plan has been established, maintained, funded and administrated complied in all material respects in accordance with (A) its governing documents and (B) any the applicable provisions of ERISA and the Code; and (5iii) no such Employee Benefit Plan is, and neither has failed to satisfy the Company, nor any of the Gxxxxxxxx Business Entities has, during the preceding five minimum funding standards (5) year period, contributed to or maintained a "multiemployer plan" within the meaning of Section 4001(a)(3) 412 of the Code or Section 302 of ERISA. ) applicable to such Plan, whether or not waived; (iiiiv) With respect there has been no failure to any Employee Pension Benefit Plan that covers employees of the Company or any of the Gxxxxxxxx Business Entities and which is intended to be qualified make by its due date a required installment under Section 401(a) of the Code, except as set forth in Schedule 4.1(l), favorable determination letters as to qualification of such Employee Pension Benefit Plans under Section 401(a430(j) of the Code have been issued by the IRS and with respect to C&K's Knowledge or to each of the Sellers' Knowledge no event has occurred or condition exists that could not be corrected through one of the compliance programs instituted by the IRS without incurring substantial costs and penalties. (iv) There has not been any termination or partial termination of any Employee Pension Benefit Plan maintained by the Company or the Gxxxxxxxx Business Entities that resulted in a material liability to the Company or the Gxxxxxxxx Business Entities that has not been satisfied. Plan; (v) With respect to any planno termination of a Plan has occurred, fundand no Lien in favor of the PBGC or a Plan has arisen, program or arrangement maintained or sponsored by the Company for the benefit of employees who perform services outside the United States and (a "Foreign Plan"): (1vi) there has been no determination that any Plan is, or is no litigationexpected to be, disputed Claim (other than routine Claims for benefits)in “at risk” status within the meaning of Section 430 of the Code or Section 303 of ERISA. The present value of all accrued benefits under each Plan did not, governmental proceeding as of the last annual valuation date prior to the date on which this representation is made or investigation threateneddeemed made, commenced or pending with respect exceed the value of the assets of such Plan allocable to such Foreign Plan or its related trust whichaccrued benefits (determined in both cases using the assumptions applicable thereto promulgated under Section 430 of the Code) in an amount that, if determined adverselyin the aggregate, would could reasonably be expected to have a Material Adverse effect on Effect. Except as in the financial condition of the Sellers, taken as a whole; (2) such Foreign Plan has been created and maintained in accordance with applicable laws and administered in all material respects in accordance with its governing documents; and (3) such Foreign Plan may aggregate could not reasonably be terminated without having expected to have a Material Adverse effect on Effect, neither the financial condition Parent Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a liability under ERISA, and neither the Parent Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Parent Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the Companyvaluation date most closely preceding the date on which this representation is made or deemed made. d.Neither the Parent Borrower nor any Commonly Controlled Entity has received

ERISA; Employee Benefit Plans. (ia) Neither All "employee benefit plans", within the Company nor any meaning of Section 3(3) of ERISA, covering employees employed at the Gxxxxxxxx Business Entities is a party to or obligated to contribute to any Employee Purchased Assets ("Employees") (collectively, the "Benefit Plan, except those set forth in Plans") are listed on Schedule 4.1(l) attached hereto5.13. Copies True and complete copies of all of the written plans Benefit Plans and agreements described in Schedule 4.1(l) and written summaries of any oral plans or agreements are or all amendments thereto have been provided or made available to PurchaserBuyer. (iib) With respect to each Employee All Benefit Plan: (1) neither such Employee Benefit Plan nor any plan fiduciary Plans are in substantial compliance with ERISA. Seller has not engaged in a prohibited transaction with respect to any Benefit Plan that, assuming the taxable period of such transaction expired as defined in Section 406 of ERISA (for which no individual the date hereof, could subject Seller to a tax or class exemption exists under Section 408 of ERISA) or any prohibited transaction as defined in penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which would be material. (for which no individual c) No liability under Subtitle C or class exemption exists under Section 4975 D of the Code) involving such Employee Benefit Plan that resulted in any material liability which Title IV of ERISA has not been satisfied; (2) all filings and reports as or is expected to such Employee Benefit Plan required to have been made to the Internal Revenue Service ("IRS"), to the U.S. Department of Labor or, if applicable, to the Pension Benefit Guaranty Corporation have been made; (3) there is no litigation, disputed claim (other than routine claims for benefits), governmental proceedings or investigation commenced or pending or threatened be incurred by Seller with respect to any such Employee Benefit Plan ongoing, frozen or its related trust; (4) such Employee Benefit Plan has been establishedterminated "single-employer plan", maintained, funded and administrated in all material respects in accordance with (A) its governing documents and (B) any applicable provisions of ERISA and the Code; and (5) no such Employee Benefit Plan is, and neither the Company, nor any of the Gxxxxxxxx Business Entities has, during the preceding five (5) year period, contributed to or maintained a "multiemployer plan" within the meaning of Section 4001(a)(34001(a)(15) of ERISA, currently or formerly maintained by it, or the single-employer plan of any entity which is considered one employer with Seller under Section 4001 of ERISA or Section 414 of the Code (an "ERISA Affiliate"). Seller has not incurred and does not expect to incur any withdrawal liability with respect to a multiemployer plan under Subtitle E of Title IV of ERISA. No notice of a "reportable event", within the meaning of Section 4043 of ERISA, for which the 30-day reporting requirement has not been waived, has been required to be filed for any Benefit Plan subject to Title IV of ERISA or by any ERISA Affiliate within the 12-month period ending on the date hereof. (iiid) With respect Neither any Benefit Plan nor any single-employer plan of an ERISA Affiliate has an "accumulated funding deficiency", within the meaning of Section 412 of the Code or Section 302 of ERISA (whether or not waived), and no ERISA Affiliate has an outstanding funding waiver. Seller has not provided, nor is it required to provide, security to any Employee Pension Benefit Plan that covers employees or to any single-employer plan of the Company or any of the Gxxxxxxxx Business Entities and which is intended an ERISA Affiliate pursuant to be qualified under Section 401(a401(a)(29) of the Code, except as set forth in Schedule 4.1(l), favorable determination letters as to qualification of such Employee Pension Benefit Plans under Section 401(a) of the Code have been issued by the IRS and to C&K's Knowledge or to each of the Sellers' Knowledge no event has occurred or condition exists that could not be corrected through one of the compliance programs instituted by the IRS without incurring substantial costs and penalties. (iv) There has not been any termination or partial termination of any Employee Pension Benefit Plan maintained by the Company or the Gxxxxxxxx Business Entities that resulted in a material liability to the Company or the Gxxxxxxxx Business Entities that has not been satisfied. (v) With respect to any plan, fund, program or arrangement maintained or sponsored by the Company for the benefit of employees who perform services outside the United States (a "Foreign Plan"): (1) there is no litigation, disputed Claim (other than routine Claims for benefits), governmental proceeding or investigation threatened, commenced or pending with respect to such Foreign Plan or its related trust which, if determined adversely, would have a Material Adverse effect on the financial condition of the Sellers, taken as a whole; (2) such Foreign Plan has been created and maintained in accordance with applicable laws and administered in all material respects in accordance with its governing documents; and (3) such Foreign Plan may be terminated without having a Material Adverse effect on the financial condition of the Company. d.

ERISA; Employee Benefit Plans. (ia) Neither Section 4.12 of the Disclosure Schedule sets forth an accurate and complete list of each "employee benefit plan" (as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA") and each other material employee benefit plan, program or arrangement at any time maintained, sponsored, or contributed to by the Company. Each such item listed on Schedule 4.12 is referred to herein as an "Employee Benefit Plan" and collectively as the "Employee Benefit Plans." (b) The Company does not maintain, contribute to, or have any liability or potential liability under (or with respect to) any "defined benefit plan" (as defined in Section 3(35) of ERISA), or any "multiemployer plan" (as defined in Section 3(37) of ERISA). No asset of the Company nor is subject to any lien under ERISA or the Code. There are no pending or, to the knowledge of the Gxxxxxxxx Business Entities is a party to Company, threatened actions, suits, investigations or obligated to contribute claims with respect to any Employee Benefit Plan, except those set forth in Schedule 4.1(l) attached hereto. Copies of all of the written plans and agreements described in Schedule 4.1(l) and written summaries of any oral plans or agreements are or have been made available to Purchaser. (ii) With respect to each Employee Benefit Plan: (1) neither such Employee Benefit Plan nor any plan fiduciary has engaged in a prohibited transaction as defined in Section 406 of ERISA (for which no individual or class exemption exists under Section 408 of ERISA) or any prohibited transaction as defined in Section 4975 of the Code (for which no individual or class exemption exists under Section 4975 of the Code) involving such Employee Benefit Plan that resulted in any material liability which has not been satisfied; (2) all filings and reports as to such Employee Benefit Plan required to have been made to the Internal Revenue Service ("IRS"), to the U.S. Department of Labor or, if applicable, to the Pension Benefit Guaranty Corporation have been made; (3) there is no litigation, disputed claim (other than routine claims for benefits), governmental proceedings or investigation commenced or pending or threatened with respect ) which could result in material liability to any such the Company. (c) Each Employee Benefit Plan or its related trust; (4) such Employee Benefit Plan has been established, maintained, funded and administrated in all material respects in accordance with (A) its governing documents and (B) any applicable provisions of ERISA and the Code; and (5) no such Employee Benefit Plan is, and neither the Company, nor any of the Gxxxxxxxx Business Entities has, during the preceding five (5) year period, contributed to or maintained a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA. (iii) With respect to any Employee Pension Benefit Plan that covers employees of the Company or any of the Gxxxxxxxx Business Entities and which is intended to be qualified under Section 401(a) of the CodeCode has received a determination from the Internal Revenue Service that such Employee Benefit Plan is so qualified, except as set forth in Schedule 4.1(l), favorable and nothing has occurred since the date of such determination letters as to qualification that could adversely affect the qualified status of such Employee Pension Benefit Plan. (d) Each of the Employee Benefit Plans under and all related trusts, insurance contracts and funds have been maintained, funded and administered in compliance with their terms and in compliance with the applicable provisions of ERISA, the Code, and any other applicable laws. With respect to each Employee Benefit Plan, all required payments, premiums, contributions, distributions, or reimbursements for all periods ending prior to or as of the Closing Date have been made or properly accrued. (e) Each Employee Benefit Plan which is subject to the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA or Section 401(a4980B of the Code ("COBRA") has been administered in compliance with such requirements. No Employee Benefit Plan provides medical or life or other welfare benefits to any current or future retired or terminated employee (or any dependent thereof) of the Code have been issued by the IRS and to C&K's Knowledge or to each of the Sellers' Knowledge no event has occurred or condition exists that could not be corrected through one of the compliance programs instituted by the IRS without incurring substantial costs and penalties. (iv) There has not been any termination or partial termination of any Employee Pension Benefit Plan maintained by the Company or the Gxxxxxxxx Business Entities that resulted in a material liability to the Company or the Gxxxxxxxx Business Entities that has not been satisfied. (v) With respect to any plan, fund, program or arrangement maintained or sponsored by the Company for the benefit of employees who perform services outside the United States (a "Foreign Plan"): (1) there is no litigation, disputed Claim (other than routine Claims for benefits), governmental proceeding as required pursuant to COBRA or investigation threatened, commenced or pending with respect to such Foreign Plan or its related trust which, if determined adversely, would have a Material Adverse effect on the financial condition of the Sellers, taken as a whole; (2) such Foreign Plan has been created and maintained in accordance with applicable laws and administered in all material respects in accordance with its governing documents; and (3) such Foreign Plan may be terminated without having a Material Adverse effect on the financial condition of the Company. d.State law.

ERISA; Employee Benefit Plans. (i) Neither At the Company nor any of the Gxxxxxxxx Business Entities is Closing, Xxxxxx has delivered to SFBC and Sub a party to or obligated to contribute to any Employee Benefit Plan, except those set forth in Schedule 4.1(l) attached hereto. Copies list of all of the written plans and agreements described in Schedule 4.1(l) and written summaries plans, funds, policies, programs, arrangements or understandings sponsored or maintained by Xxxxxx, pursuant to which any employee of Xxxxxx (or any dependent or beneficiary of any oral plans such employee) might be or agreements are become entitled to (i) retirement or have been made available to Purchaser. profit-sharing or stock bonus benefits; (ii) With respect to each Employee Benefit Plan: (1) neither such Employee Benefit Plan nor any plan fiduciary has engaged in a prohibited transaction as defined in Section 406 of ERISA (for which no individual severance or class exemption exists under Section 408 of ERISA) or any prohibited transaction as defined in Section 4975 of the Code (for which no individual or class exemption exists under Section 4975 of the Code) involving such Employee Benefit Plan that resulted in any material liability which has not been satisfiedseparation from service benefits; (2iii) all filings and reports as to such Employee Benefit Plan required to have been made to the Internal Revenue Service ("IRS")incentive, to the U.S. Department of Labor orperformance, if applicablestock, to the Pension Benefit Guaranty Corporation have been madeshare appreciation or bonus awards; (3iv) there is no litigation, disputed claim (other than routine claims for health care benefits), governmental proceedings or investigation commenced or pending or threatened with respect to any such Employee Benefit Plan or its related trust; (4v) such Employee Benefit Plan has been establisheddisability income or wage continuation benefits; (vi) supplemental unemployment benefits; (vii) life insurance, maintained, funded and administrated in all material respects in accordance with death or survivor’s benefits; (Aviii) its governing documents and accrued sick pay or vacation pay; (Bix) any applicable provisions type of ERISA and the Code; and (5) no such Employee Benefit Plan is, and neither the Company, nor benefit offered under any of the Gxxxxxxxx Business Entities has, during the preceding five (5) year period, contributed arrangement subject to or maintained a "multiemployer characterization as an “employee welfare benefit plan" ” within the meaning of Section 4001(a)(33(3) of ERISA. ; or (iiix) With respect benefits of any other type offered through any arrangement that could be characterized as providing for additional compensation or fringe benefits and to any which Xxxxxx is a Party or by which Xxxxxx is bound (collectively referred to as the “Employee Pension Benefit Plan that covers employees Plans”). All of the Company Employee Benefit Plans are in full force and effect and neither Xxxxxx nor to Xxxxxx’x Knowledge any other Party is in default under them. Xxxxxx has not received any written notice of noncompliance, and to Xxxxxx’x Knowledge, Xxxxxx is in compliance in all material respects with all terms of the Employee Benefit Plans and with ERISA, and all other applicable laws as they affect Xxxxxx and its employees. Xxxxxx has not received written notice of, and to Xxxxxx’x Knowledge there are no, claims or defaults, nor to Xxxxxx’x Knowledge, are there any facts or conditions which if continued, or on notice, will result in a default under any of the Gxxxxxxxx Business Entities Employee Benefit Plans. Except as set forth in the above referenced list, Xxxxxx does not currently sponsor or maintain and has not at any time sponsored or maintained any qualified or non-qualified “employee pension benefit plan” as that term is defined in Section 3(2) of ERISA. Each of the pension plans set forth on the above referenced list (the “Pension Plans”) which is intended to be qualified under Section Sections 401(a) and 501(a) of the Internal Revenue Code has been determined by the Internal Revenue Service to be “qualified” within the meaning of Sections 401(a) and 501(a) of the Internal Revenue Code, except . Except as set forth in Schedule 4.1(l)the above referenced list, favorable determination letters Xxxxxx does not currently contribute to and is not obligated to contribute to and has not at any time contributed to or been obligated to contribute to any multi-employer plan as to qualification of such Employee Pension Benefit Plans under that term is defined in Section 401(a4001(a)(3) of ERISA, or any multi-employer health and welfare plan which Xxxxxx is or has been required to contribute to pursuant to a collective bargaining agreement. There are no events or conditions which may result in the Code have been issued by the IRS and to C&K's Knowledge prospective or to each retroactive loss of the Sellers' Knowledge no event has occurred qualified status or condition exists that could not be corrected through one of the compliance programs instituted by the IRS without incurring substantial costs and penalties. (iv) There has not been any termination or partial termination of any Employee Pension Benefit Plan maintained by the Company or the Gxxxxxxxx Business Entities that resulted in a material liability to the Company or the Gxxxxxxxx Business Entities that has not been satisfied. (v) With respect to any plan, fund, program or arrangement maintained or sponsored by the Company for the benefit of employees who perform services outside the United States (a "Foreign Plan"): (1) there is no litigation, disputed Claim (other than routine Claims for benefits), governmental proceeding or investigation threatened, commenced or pending with respect to such Foreign Plan or its related trust which, if determined adversely, otherwise would have a Material Adverse effect Effect on the financial condition qualified status of any Pension Plan, and copies of all Internal Revenue Service determination letters for all Pension Plans have been provided to SFBC. Except as set forth on the above referenced list, none of the SellersPension Plans has incurred any “accumulated funding deficiency,” as such term is defined in Section 412 of the Internal Revenue Code, taken whether or not waived, since the effective date of said Section 412; there is no projected funding deficiency with respect to the Employee Benefits Plans; and Xxxxxx has not engaged in any prohibited transaction with respect to any qualified employee Pension Plan. None of the Employee Benefit Plans has incurred a “reportable event,” as a wholesuch term is defined in Section 4043 of ERISA, whether or not such event is required to be reported, since the effective date of said Section 4043. Note: Xxxxxx must end their 401(k) before any of their employees can become eligible for SFBC. As to any Employee Benefit Plan identified on the above referenced list, all of the following are true: (i) all amounts due as contributions, insurance premiums and benefits to the date hereof have been fully funded and paid by Xxxxxx; (2ii) such Foreign Plan has to Xxxxxx’x Knowledge, all applicable requirements of Law have been created observed with respect to the operation thereof and maintained in accordance with applicable laws and administered in all material respects reporting and disclosure requirements have been timely satisfied; (iii) Xxxxxx has received no notice, and has no Knowledge of any claim or demand by any employee (or beneficiary or dependent of any employee) for benefits, except those benefits pending payment or satisfaction in accordance with its governing documentsthe Ordinary Course of Business; (iv) there are no claims pending, and Xxxxxx has received no written notice of, and to Xxxxxx’x Knowledge, there are no claims threatened, by any taxing authority for Taxes or penalties, which have not been satisfied in full except those pending payment or satisfaction in the Ordinary Course of Business; and (3v) such Foreign Plan may be terminated without having a Material Adverse effect on the financial condition Xxxxxx has received no written notice of, and to Xxxxxx’x Knowledge there is no, litigation, legal action, suit, investigation, claim, counterclaim, or proceeding threatened against or with respect to any of the CompanyPlans. d.With respect to all of the Employee Benefit Plans, Xxxxxx has delivered to SFBC complete copies of each Employee Benefit Plan, each Employee Benefit Plan’s summary plan description, the last three valuation reports prepared by the enrolled actuary for each Employee Benefit Plan which is a defined benefit pension plan, the annual reports for each Employee Benefit Plan for the last three years as filed with the Internal Revenue Service, and, for any Employee Benefit Plan which is required by ERISA to be audited by an independent public accountant, the audited financial statements of the Employee Benefit Plan for the last three years.

ERISA; Employee Benefit Plans. (a) Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: during the five-year period prior to the date on which this representation is made or deemed made, (i) Neither the Company neither a Reportable Event nor any of the Gxxxxxxxx Business Entities is a party to or obligated to contribute to any Employee Benefit Plan, except those set forth in Schedule 4.1(l) attached hereto. Copies of all of the written plans and agreements described in Schedule 4.1(l) and written summaries of any oral plans or agreements are or have been made available to Purchaser. (ii) With respect to each Employee Benefit Plan: (1) neither such Employee Benefit Plan nor any plan fiduciary non-exempt Prohibited Transaction has engaged in a prohibited transaction as defined in Section 406 of ERISA (for which no individual or class exemption exists under Section 408 of ERISA) or any prohibited transaction as defined in Section 4975 of the Code (for which no individual or class exemption exists under Section 4975 of the Code) involving such Employee Benefit Plan that resulted in any material liability which has not been satisfied; (2) all filings and reports as to such Employee Benefit Plan required to have been made to the Internal Revenue Service ("IRS"), to the U.S. Department of Labor or, if applicable, to the Pension Benefit Guaranty Corporation have been made; (3) there is no litigation, disputed claim (other than routine claims for benefits), governmental proceedings or investigation commenced or pending or threatened occurred with respect to any such Employee Benefit Plan or its related trustPlan; (4ii) such Employee Benefit each Plan has been established, maintained, funded and administrated complied in all material respects in accordance with (A) its governing documents and (B) any the applicable provisions of ERISA and the Code; and (5iii) no such Employee Benefit Plan is, and neither has failed to satisfy the Company, nor any of the Gxxxxxxxx Business Entities has, during the preceding five minimum funding standards (5) year period, contributed to or maintained a "multiemployer plan" within the meaning of Section 4001(a)(3412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived; (iv) there has been no failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan; (v) no termination of a Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, and (vi) there has been no determination that any Plan is, or is expected to be, in “at risk” status within the meaning of Section 430 of the Code or Section 303 of ERISA. The present value of all accrued benefits under each Plan did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits (determined in both cases using the assumptions applicable thereto promulgated under Section 430 of the Code) in an amount that, in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except as in the aggregate could not reasonably be expected to have a Material Adverse Effect, neither the Parent Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a liability under ERISA, and neither the Parent Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Parent Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Parent Borrower nor any Commonly Controlled Entity has received a determination that a Multiemployer Plan is, or is expected to be, Insolvent or in “endangered” or “critical” status, within the meaning of Section 432 of the Code or Section 305 or Title IV of ERISA. (b) Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (i) all employer and employee contributions required by applicable law or by the terms of any Foreign Plan have been made, or, if applicable, accrued in accordance with normal accounting practices; (ii) each Foreign Plan that is required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; and (iii) With respect to any Employee Pension Benefit each such Foreign Plan that covers employees is in compliance (A) with all provisions of the Company or any of the Gxxxxxxxx Business Entities applicable law and which is intended to be qualified under Section 401(a) of the Code, except as set forth in Schedule 4.1(l), favorable determination letters as to qualification of such Employee Pension Benefit Plans under Section 401(a) of the Code have been issued by the IRS all applicable regulations and to C&K's Knowledge or to each of the Sellers' Knowledge no event has occurred or condition exists that could not be corrected through one of the compliance programs instituted by the IRS without incurring substantial costs and penalties. (iv) There has not been any termination or partial termination of any Employee Pension Benefit Plan maintained by the Company or the Gxxxxxxxx Business Entities that resulted in a material liability to the Company or the Gxxxxxxxx Business Entities that has not been satisfied. (v) With respect to any plan, fund, program or arrangement maintained or sponsored by the Company for the benefit of employees who perform services outside the United States (a "Foreign Plan"): (1) there is no litigation, disputed Claim (other than routine Claims for benefits), governmental proceeding or investigation threatened, commenced or pending published interpretations thereunder with respect to such Foreign Plan and (B) with the terms of such plan or its related trust whicharrangement. The accrued benefit obligations of each Foreign Plan (based on the assumptions used to fund such Plan) with respect to all current and former participants do not exceed the assets of such Foreign Plan in an amount that, if determined adverselyin the aggregate, would could reasonably be expected to have a Material Adverse effect on the financial condition of the Sellers, taken as a whole; (2) such Foreign Plan has been created and maintained in accordance with applicable laws and administered in all material respects in accordance with its governing documents; and (3) such Foreign Plan may be terminated without having a Material Adverse effect on the financial condition of the Company. d.Effect.

ERISA; Employee Benefit Plans. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: during the five-year period prior to the date on which this representation is made or deemed made, (i) Neither the Company neither a Reportable Event nor any of the Gxxxxxxxx Business Entities is a party to or obligated to contribute to any Employee Benefit Plan, except those set forth in Schedule 4.1(l) attached hereto. Copies of all of the written plans and agreements described in Schedule 4.1(l) and written summaries of any oral plans or agreements are or have been made available to Purchaser. (ii) With respect to each Employee Benefit Plan: (1) neither such Employee Benefit Plan nor any plan fiduciary non-exempt Prohibited Transaction has engaged in a prohibited transaction as defined in Section 406 of ERISA (for which no individual or class exemption exists under Section 408 of ERISA) or any prohibited transaction as defined in Section 4975 of the Code (for which no individual or class exemption exists under Section 4975 of the Code) involving such Employee Benefit Plan that resulted in any material liability which has not been satisfied; (2) all filings and reports as to such Employee Benefit Plan required to have been made to the Internal Revenue Service ("IRS"), to the U.S. Department of Labor or, if applicable, to the Pension Benefit Guaranty Corporation have been made; (3) there is no litigation, disputed claim (other than routine claims for benefits), governmental proceedings or investigation commenced or pending or threatened occurred with respect to any such Employee Benefit Plan or its related trustPlan; (4ii) such Employee Benefit each Plan has been established, maintained, funded and administrated complied in all material respects in accordance with (A) its governing documents and (B) any the applicable provisions of ERISA and the Code; and (5iii) no such Employee Benefit Plan is, and neither has failed to satisfy the Company, nor any of the Gxxxxxxxx Business Entities has, during the preceding five minimum funding standards (5) year period, contributed to or maintained a "multiemployer plan" within the meaning of Section 4001(a)(3) 412 of the Code or Section 302 of ERISA. ) applicable to such Plan, whether or not waived; (iiiiv) With respect there has been no failure to any Employee Pension Benefit Plan that covers employees of the Company or any of the Gxxxxxxxx Business Entities and which is intended to be qualified make by its due date a required installment under Section 401(a) of the Code, except as set forth in Schedule 4.1(l), favorable determination letters as to qualification of such Employee Pension Benefit Plans under Section 401(a430(j) of the Code have been issued by the IRS and with respect to C&K's Knowledge or to each of the Sellers' Knowledge no event has occurred or condition exists that could not be corrected through one of the compliance programs instituted by the IRS without incurring substantial costs and penalties. (iv) There has not been any termination or partial termination of any Employee Pension Benefit Plan maintained by the Company or the Gxxxxxxxx Business Entities that resulted in a material liability to the Company or the Gxxxxxxxx Business Entities that has not been satisfied. Plan; (v) With respect to any planno termination of a Plan has occurred, fundand no Lien in favor of the PBGC or a Plan has arisen, program or arrangement maintained or sponsored by the Company for the benefit of employees who perform services outside the United States and (a "Foreign Plan"): (1vi) there has been no determination that any Plan is, or is no litigationexpected to be, disputed Claim (other than routine Claims for benefits)in “at risk” status within the meaning of Section 430 of the Code or Section 303 of ERISA. The present value of all accrued benefits under each Plan did not, governmental proceeding as of the last annual valuation date prior to the date on which this representation is made or investigation threateneddeemed made, commenced or pending with respect exceed the value of the assets of such Plan allocable to such Foreign Plan or its related trust whichaccrued benefits (determined in both cases using the assumptions applicable thereto promulgated under Section 430 of the Code) in an amount that, if determined adverselyin the aggregate, would could reasonably be expected to have a Material Adverse effect on Effect. Except as in the financial condition of the Sellers, taken as a whole; (2) such Foreign Plan has been created and maintained in accordance with applicable laws and administered in all material respects in accordance with its governing documents; and (3) such Foreign Plan may aggregate could not reasonably be terminated without having expected to have a Material Adverse effect on Effect, neither the financial condition Parent Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a liability under ERISA, and neither the Parent Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Parent Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the Companyvaluation date most closely preceding the date on which this representation is made or deemed made. d.Neither the Parent Borrower nor any Commonly Controlled Entity has received a determination that a Multiemployer Plan is, or is expected to be, Insolvent or in “endangered” or “critical” status, within the meaning of Section 432 of the Code or Section 305 or Title IV of ERISA.

ERISA; Employee Benefit Plans. (a) Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: during the five-year period prior to the date on which this representation is made or deemed made, (i) Neither neither a Reportable Event, a non-exempt Prohibited Transaction, nor an “accumulated funding deficiency” (within the Company nor any meaning of Section 412 of the Gxxxxxxxx Business Entities is a party to Code or obligated to contribute to any Employee Benefit Plan, except those set forth in Schedule 4.1(l) attached hereto. Copies of all of the written plans and agreements described in Schedule 4.1(l) and written summaries of any oral plans or agreements are or have been made available to Purchaser. (ii) With respect to each Employee Benefit Plan: (1) neither such Employee Benefit Plan nor any plan fiduciary has engaged in a prohibited transaction as defined in Section 406 of ERISA (for which no individual or class exemption exists under Section 408 302 of ERISA) or any prohibited transaction as defined in Section 4975 of the Code (for which no individual or class exemption exists under Section 4975 of the Code) involving such Employee Benefit Plan that resulted in any material liability which has not been satisfied; (2) all filings and reports as to such Employee Benefit Plan required to have been made to the Internal Revenue Service ("IRS"), to the U.S. Department of Labor or, if applicable, to the Pension Benefit Guaranty Corporation have been made; (3) there is no litigation, disputed claim (other than routine claims for benefits), governmental proceedings or investigation commenced or pending or threatened occurred with respect to any such Employee Benefit Plan or its related trustPlan; (4ii) such Employee Benefit each Plan has been established, maintained, funded and administrated complied in all material respects in accordance with (A) its governing documents and (B) any the applicable provisions of ERISA and the Code; (iii) no Plan has failed to satisfy the minimum funding standards (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived; (iv) there has been no failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan; (v) no termination of a Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, and (5vi) there has been no such Employee Benefit determination that any Plan is, and neither the Companyor is expected to be, nor any of the Gxxxxxxxx Business Entities has, during the preceding five in “at risk” status (5) year period, contributed to or maintained a "multiemployer plan" within the meaning of Section 4001(a)(3432 of the Code or Title IV of ERISA. The present value of all accrued benefits under each Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits in an amount that, in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except as in the aggregate could not reasonably be expected to have a Material Adverse Effect, neither the Parent Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a liability under ERISA, and neither the Parent Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Parent Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Parent Borrower nor any Commonly Controlled Entity has received a determination that a Multiemployer Plan is, or is expected to be, in Reorganization Insolvent, or in “endangered” or “critical” status, within the meaning of Section 432 of the Code or Section 305 or Title IV of ERISA. (b) Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (i) all employer and employee contributions required by applicable law or by the terms of any Foreign Plan have been made, or, if applicable, accrued in accordance with normal accounting practices; (ii) each Foreign Plan that is required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; and (iii) With respect to any Employee Pension Benefit each such Foreign Plan that covers employees is in compliance (A) with all provisions of the Company or any of the Gxxxxxxxx Business Entities applicable law and which is intended to be qualified under Section 401(a) of the Code, except as set forth in Schedule 4.1(l), favorable determination letters as to qualification of such Employee Pension Benefit Plans under Section 401(a) of the Code have been issued by the IRS all applicable regulations and to C&K's Knowledge or to each of the Sellers' Knowledge no event has occurred or condition exists that could not be corrected through one of the compliance programs instituted by the IRS without incurring substantial costs and penalties. (iv) There has not been any termination or partial termination of any Employee Pension Benefit Plan maintained by the Company or the Gxxxxxxxx Business Entities that resulted in a material liability to the Company or the Gxxxxxxxx Business Entities that has not been satisfied. (v) With respect to any plan, fund, program or arrangement maintained or sponsored by the Company for the benefit of employees who perform services outside the United States (a "Foreign Plan"): (1) there is no litigation, disputed Claim (other than routine Claims for benefits), governmental proceeding or investigation threatened, commenced or pending published interpretations thereunder with respect to such Foreign Plan and (B) with the terms of such plan or its related trust whicharrangement. The accrued benefit obligations of each Foreign Plan (based on the assumptions used to fund such Plan) with respect to all current and former participants do not exceed the assets of such Foreign Plan in an amount that, if determined adverselyin the aggregate, would could reasonably be expected to have a Material Adverse effect on the financial condition of the Sellers, taken as a whole; (2) such Foreign Plan has been created and maintained in accordance with applicable laws and administered in all material respects in accordance with its governing documents; and (3) such Foreign Plan may be terminated without having a Material Adverse effect on the financial condition of the Company. d.Effect.