Common use of ERISA Representations Clause in Contracts

ERISA Representations. (a) Schedule 3.11 sets forth each "employee benefit plan", as defined in Section 3(3) of ERISA, that (i) is subject to any provision of ERISA, (ii) is maintained, administered or contributed to by the Company or any of its ERISA Affiliates and (iii) covers any employee or former employee of the Company or any Subsidiary. Such plans are hereinafter referred to as the "Employee Plans". The Company has furnished or made available to the Investors or their counsel copies of such plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof together with the most recent annual report prepared in connection with any such plan (Form 5500 including, if applicable, Schedule B thereto). No Employee Plan is and neither the Company nor any of its ERISA Affiliates maintains, sponsors, or is obligated to contributed to, or has at any time maintained, sponsored or been obligated to contribute to, a Multiemployer Plan, a Title IV Plan or an employee benefit plan or arrangement maintained in connection with any trust described in Section 501(c)(9) of the Code. (b) No "prohibited transaction", as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan excluding transactions effected pursuant to a statutory or administrative exemption, which, assuming the taxable period of such transaction expired as of the date hereof, when considered individually or in the aggregate with any other such prohibited transaction, could subject the Company or any of its Subsidiaries to a penalty or tax imposed by either Section 502(i) of ERISA or Section 4975 of the Code in an amount which would be material. (c) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and has been so qualified during the period from its adoption to date, and each trust created under any such Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt during the period from creation to date. The Company has provided the Investors or their counsel with the most recent determination letters of the Internal Revenue Service relating to each such Employee Plan. Each Employee Plan has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code. (d) Schedule 3.11 sets forth each Benefit Arrangement. The Company has furnished or made available to the Investors or their counsel copies or descriptions of each Benefit Arrangement. Each Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations. (e) Neither the Company nor any of its ERISA Affiliates has any current or projected liability in respect of post-employment or post-retirement welfare benefits for retired or former employees of the Company and any Subsidiary, except as required to avoid excise tax under Section 4980B of the Code or as previously disclosed by the Company in writing to the Investors. (f) Except as disclosed in writing to the Investors prior to the date hereof, there has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any of its ERISA Affiliates relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement that would increase materially the expense of maintaining such Employee Plan or Benefit Arrangement above the level of the expense incurred in respect thereof for the fiscal year ended prior to the date hereof. (g) Except as set forth in Schedule 3.11, there is no contract, agreement, plan or arrangement covering any employee or former employee of the Company or any of its subsidiaries that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Code, except as previously disclosed by the Company in writing to the Investors. (h) No material tax under Section 4980B of the Code has been incurred in respect of any Employee Plan that is a group health plan, as defined in Section 5000(b)(1) of the Code. (i) No employee or former employee of the Company or any of its ERISA Affiliates will become entitled to any bonus, retirement, severance, job security or similar benefit or enhancement of such a benefit solely as a result of the transactions contemplated by this Agreement.

ERISA Representations. (a) Section 3.18(a) of the Disclosure Schedule 3.11 sets forth lists, as of the date hereof, each "employee benefit plan", ," as such term is defined in Section 3(3) of the Employment Retirement Income Security Act of 1974 ("ERISA"), that which (i) is subject to any provision of ERISA, (ii) is maintained, administered or contributed to by the Company Visteon or any of its ERISA Affiliates and (iii) covers any employee current or former Visteon employee of the Company or any Subsidiary. Such plans are (hereinafter referred to collectively as the "Employee PlansEMPLOYEE PLANS". The Company has furnished or made available to ). (b) Except as disclosed on Section 3.18(b) of the Investors or their counsel copies of such plans (andDisclosure Schedule, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof together with the most recent annual report prepared in connection with any such plan (Form 5500 including, if applicable, Schedule B thereto). No no Employee Plan is and neither a "Multiemployer Plan" (within the Company meaning of Section 3(37) of ERISA) or is subject to Title IV of ERISA. Neither Visteon nor any of its ERISA Affiliates maintains, sponsors, or is obligated to contributed to, or has at incurred any time maintained, sponsored or been obligated to contribute to, a Multiemployer Plan, a liability under Title IV Plan of ERISA or an employee benefit plan or arrangement maintained any applicable provision of the Code, arising in connection with the termination of or complete or partial withdrawal from any trust described plan covered or previously covered by Title IV of ERISA or as a result of any violation of applicable law, in Section 501(c)(9) each case, that could become, after the Closing Date, an obligation of the CodeCompany. Each Employee Plan has been maintained in substantial compliance with its terms and in all material respects with applicable law. (bc) No "transaction prohibited transaction", as defined in by Section 406 of ERISA or Section 4975 of the Code, Code has occurred with respect to any Employee Plan excluding transactions effected pursuant to a statutory covered by Title I of ERISA, which transaction has or administrative exemption, which, assuming the taxable period of such transaction expired as of the date hereof, when considered individually or in the aggregate with any other such prohibited transaction, could subject will cause the Company or any of its Subsidiaries to incur any liability under ERISA, the Code or otherwise, excluding transactions effected pursuant to and in compliance with a penalty statutory or tax imposed administrative exemption. No "accumulated funding deficiency", as defined in Section 412 of the Code, has been incurred with respect to any Employee Plan subject to such Section 412, whether or not waived. No "reportable event", within the meaning of Section 4043 of ERISA, and except for the transactions contemplated by either this Agreement or in connection therewith, no event described in Section 502(i4062 or 4063 of ERISA, has occurred in connection with any Employee Plan. Neither Visteon nor any ERISA Affiliate of Visteon has (i) engaged in, or is a successor or parent corporation to an entity that has engaged in, a transaction described in Sections 4069 or 4212(c) of ERISA or (ii) incurred, or reasonably expects to incur prior to the Closing Date, (A) any liability under Title IV of ERISA arising in connection with the termination of, or a complete or partial withdrawal from, any plan covered or previously covered by Title IV of ERISA or (B) any liability under Section 4975 4971 of the Code that in an amount which would be materialeither case could become a liability of the Company or any Subsidiary or any ERISA Affiliates thereof after the Closing Date. The assets of the Company and all of its Subsidiaries are not now, nor will they after the passage of time be, subject to any Lien imposed under Code Section 412(n) by reason of a failure of any of Visteon or any of its Affiliates to make timely installments or other payments required under Code Section 412. (cd) Each Employee Plan that which is intended to be qualified under Section 401(a) of the Code is so qualified and has been so qualified during the period from its adoption to date, and each trust created under any such Employee Plan forming a part thereof is exempt from tax under pursuant to Section 501(a) of the Code and has been so exempt during the period from creation to date. The Company has provided the Investors or their counsel with the most recent determination letters of the Internal Revenue Service relating to each such Employee PlanCode. Each Employee Plan has been maintained in substantial compliance with its terms and in all material respects with the requirements prescribed by any and all applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code. (de) Section 3.18(e) of the Disclosure Schedule 3.11 sets forth includes a list of each Benefit Arrangement. The Company has furnished employment, severance, termination pay, change in control or made available other similar contract, agreement, arrangement or policy (written or, with respect to such arrangements that may result in Visteon payments that exceed $100,000, oral), existing as of the date hereof, and each plan, program, contract, agreement, policy or arrangement (written or, with respect to such arrangements, existing as of the date hereof, that may result in Visteon payments that exceed $100,000, oral) providing for profit-sharing, bonuses, stock options, stock appreciation, stock purchase or other forms of incentive compensation, deferred compensation, health and welfare insurance coverage (including any self-insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, retirement benefits or for post-retirement insurance, or any other type of compensation (other than wages) or material benefits which (i) is not an Employee Plan, (ii) is entered into, maintained, contributed to, or required to be contributed to, as the case may be, by Visteon or any of its ERISA Affiliates in either Mexico or the United States of America and (iii) covers or relates to any employee who will be providing exclusive or shared services to the Investors Business, but excluding any governmental or their counsel statutory plans, programs or arrangements. Such contracts, agreements, policies, programs, plans and arrangements as are described above, copies or descriptions of each Benefit Arrangement. all of which have been made available or furnished previously to the Company, are hereinafter referred to collectively as the "BENEFIT ARRANGEMENTS." Each Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations. (e) Neither the Company nor any of its ERISA Affiliates has any current or projected liability in respect of post-employment or post-retirement welfare benefits for retired or former employees of the Company and any Subsidiary, except as required to avoid excise tax under Section 4980B of the Code or as previously disclosed by the Company in writing to the Investorslaw. (f) Except as disclosed in writing to on Section 3.18(f) of the Investors prior to the date hereof, there has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any of its ERISA Affiliates relating toDisclosure Schedule, or change in employee participation as required by Section 601 et seq. of ERISA or coverage under, any Employee Plan or Benefit Arrangement that would increase materially the expense of maintaining such Employee Plan or Benefit Arrangement above the level of the expense incurred in respect thereof for the fiscal year ended prior to the date hereof. (g) Except as set forth in Schedule 3.11, there is no contract, agreement, plan or arrangement covering any employee or former employee of the Company or any of its subsidiaries that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G 4980B of the Code, except as previously disclosed by the Company there are no employee post-retirement medical, health or welfare plans in writing to the Investorseffect. (h) No material tax under Section 4980B of the Code has been incurred in respect of any Employee Plan that is a group health plan, as defined in Section 5000(b)(1) of the Code. (i) No employee or former employee of the Company or any of its ERISA Affiliates will become entitled to any bonus, retirement, severance, job security or similar benefit or enhancement of such a benefit solely as a result of the transactions contemplated by this Agreement.

ERISA Representations. (a) Schedule 3.11 3.12 sets forth each "employee benefit plan", as defined in Section 3(3) of ERISA, that (i) is subject to any provision of ERISA, (ii) is maintained, administered or contributed to by the Company or any of its ERISA Affiliates and (iii) covers any employee or former employee of the Company or any Subsidiary. Such plans are hereinafter referred to as the "Employee Plans". The Company has furnished or made available to the Investors or their counsel copies of such plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof together with the most recent annual report prepared in connection with any such plan (Form 5500 including, if applicable, Schedule B thereto). No Except as set forth in Schedule 3.12, no Employee Plan is and neither the Company nor any of its ERISA Affiliates maintains, sponsors, or is obligated to contributed to, or has at any time maintained, sponsored or been obligated to contribute to, a Multiemployer Plan, a Title IV Plan or an employee benefit plan or arrangement maintained in connection with any trust described in Section 501(c)(9) of the Code. (b) No "prohibited transaction", as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan excluding transactions effected pursuant to a statutory or administrative exemption, which, assuming the taxable period of such transaction expired as of the date hereof, when considered individually or in the aggregate with any other such prohibited transaction, could subject the Company or any of its Subsidiaries to a penalty or tax imposed by either Section 502(i) of ERISA or Section 4975 of the Code in an amount which would be material. (c) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and has been so qualified during the period from its adoption to date, and each trust created under any such Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt during the period from creation to date. The Company has provided furnished or made available to the Investors or their counsel with the most recent determination letters of the Internal Revenue Service relating to each such Employee Plan. Each Employee Plan has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code. (d) Schedule 3.11 3.12 sets forth each Benefit Arrangement. The Company has furnished or made available to the Investors or their counsel copies or descriptions of each Benefit Arrangement. Each Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations. (e) Neither the Company nor any of its ERISA Affiliates has any current or projected liability in respect of post-employment or post-retirement welfare benefits for retired or former employees of the Company and any Subsidiary, except as required to avoid excise tax under Section 4980B of the Code or as previously disclosed by the Company in writing to the Investors. (f) Except as disclosed in writing to the Investors prior to the date hereof, there has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any of its ERISA Affiliates relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement that would increase materially the expense of maintaining such Employee Plan or Benefit Arrangement above the level of the expense incurred in respect thereof for the fiscal year ended prior to the date hereof. (g) Except as set forth in Schedule 3.113.12, there is no contract, agreement, plan or arrangement covering any employee or former employee of the Company or any of its subsidiaries that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Code, except as previously disclosed by the Company in writing to the Investors. (h) No material tax under Section 4980B of the Code has been incurred in respect of any Employee Plan that is a group health plan, as defined in Section 5000(b)(1) of the Code. (i) No employee or former employee of the Company or any of its ERISA Affiliates will become entitled to any bonus, retirement, severance, job security or similar benefit or enhancement of such a benefit solely as a result of the transactions contemplated by this Agreement.

ERISA Representations. The Seller and each Principal, jointly and severally, hereby represent and warrant to Buyer as of the date hereof and as of the Closing Date that: (a) Schedule 3.11 10.01 sets forth each "employee benefit plan", as defined in Section 3(3) a list of ERISA, that (i) is subject every Employee Program which has been intended to any provision qualify under Section 401(a) or 501(c)(9) of ERISA, (ii) is maintained, administered or contributed to the Code and that has been maintained by the Company or any of its ERISA Affiliates and (iii) covers any employee or former employee an Affiliate of the Company or any Subsidiary. Such plans are hereinafter referred to as the "Employee Plans". The Company has furnished or made available to the Investors or their counsel copies of such plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof together with the most recent annual report prepared in connection with any such plan (Form 5500 including, if applicable, Schedule B thereto). No Employee Plan is and neither the Company nor any of its ERISA Affiliates maintains, sponsors, or is obligated to contributed to, or has at any time maintained, sponsored or been obligated to contribute to, a Multiemployer Plan, a Title IV Plan during the six-year period ending on the Closing Date and (ii) each other Employee Program maintained by the Company or an employee benefit plan or arrangement maintained in connection with any trust described in Section 501(c)(9) Affiliate of the CodeCompany as of the date hereof or as of the Closing Date. (b) Each Employee Program which is required to be listed on Schedule 10.01 and which has been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the Internal Revenue Service (“IRS”) regarding its qualification under such section and to the Company’s Knowledge has, in fact, been qualified under the applicable section of the Code from the effective date of such Employee Program through and including the Closing Date (or, if earlier, the date that all of such Employee Program’s assets were distributed). To the Company’s Knowledge, no event or omission has occurred which would cause any Employee Program to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code Section (including without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). Each asset held under any such Employee Program may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. No "prohibited transaction", as defined in partial termination (within the meaning of Section 406 of ERISA or Section 4975 411(d)(3) of the Code, ) has occurred with respect to any Employee Plan excluding transactions effected pursuant Program. (c) To the Company’s Knowledge, at any time during the six-year period ending on the Closing Date, there has been no material failure of any party to a statutory comply with any laws applicable with respect to any Employee Programs maintained by the Company or administrative exemptionSeller. With respect to any Employee Program to the Company’s Knowledge, during the six-year period ending on the Closing Date, there has not occurred any (i) “prohibited transaction,” as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Code Section 4975, (ii) failure to comply with any provisions of ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, which, assuming the taxable period of such transaction expired as of the date hereof, when considered individually or in the aggregate with case of any other such prohibited transactionof (i), (ii), or (iii), could subject the Company or any of its Subsidiaries to a penalty or tax imposed by either Section 502(i) of ERISA or Section 4975 Affiliate of the Code in an amount which would be material. Company to material liability either directly or indirectly (cincluding, without limitation, through any obligation of indemnification or contribution) Each Employee Plan that for any damages, penalties, or taxes, or any other loss or expense. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is intended pending or threatened with respect to be qualified under Section 401(a) of the Code is so qualified and has been so qualified during the period from its adoption to date, and each trust created under any such Employee Plan is exempt from tax Program. All payments and/or contributions required to have been made (under Section 501(athe provisions of any agreements or other governing documents or applicable law) of the Code and has been so exempt with respect to all Employee Programs maintained during the six-year period from creation prior to date. The Company has provided the Investors date hereof or their counsel with the most recent determination letters of Closing Date, for all periods prior to the Internal Revenue Service relating to each such Employee Plan. Each Employee Plan has Closing Date, either have been maintained in substantial compliance with its terms and with the requirements prescribed by any made or have been accrued (and all applicable statutes, orders, rules and regulations, including such unpaid but not limited to ERISA and the Codeaccrued amounts are described on Schedule 10.01). (d) Schedule 3.11 sets forth each Benefit Arrangement. The Company has furnished or made available to the Investors or their counsel copies or descriptions of each Benefit Arrangement. Each Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations. (e) Neither the Company nor any of its ERISA Affiliates has any current or projected liability in respect of post-employment or post-retirement welfare benefits for retired or former employees Affiliate of the Company and (i) has ever maintained any SubsidiaryEmployee Program which has been subject to title IV of ERISA or Code Section 412 or ERISA Section 302, including, but not limited to, any Multiemployer Plan or (ii) except as set forth on Schedule 10.01, to the Company’s Knowledge has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA) or has ever promised to avoid excise tax under Section 4980B of the Code or as previously disclosed provide such post-termination benefits. (e) With respect to each Employee Program maintained by the Company in writing or the Seller as of the date of this Agreement, complete and correct copies of the following documents (if applicable to such Employee Program) have been made available to Buyer: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended to the Investorsdate hereof; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Section 401(a) or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants’ opinions attached thereto; (iv) the three (3) most recent actuarial valuation reports completed with respect to such Employee Program; (v) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (vi) any insurance policy related to benefits under such Employee Program; (vii) any registration statement or other filing made pursuant to any federal or state securities law and (viii) all correspondence to and from any state or federal agency within the last three (3) years with respect to such Employee Program. (f) Except as disclosed in writing to the Investors prior to the date hereofSchedule 10.01 (i) no benefit under any Employee Program or other plan, there has been no amendment toprogram or arrangement, written interpretation of including, without limitation, any severance or announcement (whether parachute payment plan or not written) by agreement, will be established or become accelerated, vested, funded or payable and the Company is not required to pay amounts paid with respect to any tax imposed under Section 4999 of the Code and (ii) the Company has not incurred any obligation to make (or possibly make) any of its ERISA Affiliates relating topayments that (A) will be non-deductible under, or change in employee participation or coverage underwould otherwise constitute a “parachute payment” within the meaning of, any Employee Plan or Benefit Arrangement that would increase materially the expense of maintaining such Employee Plan or Benefit Arrangement above the level of the expense incurred in respect thereof for the fiscal year ended prior to the date hereof. (g) Except as set forth in Schedule 3.11, there is no contract, agreement, plan or arrangement covering any employee or former employee of the Company or any of its subsidiaries that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Code, except as previously disclosed or (B) are or may be subject to the imposition of an excise Tax under Section 4999 of the Code. Schedule 10.01 lists all nonqualified deferred compensation plans or arrangements under which the Company or the Seller provides, or is or may be obligated to provide, payments or benefits which to the Company’s Knowledge are subject to the requirements of Section 409A of the Code (“409A Plans”). To the Company’s Knowledge, (i) such 409A Plans are in compliance with Section 409A and the guidance issued thereunder, or (ii) if Section 409A Plans not currently in compliance, there are no restrictions on the Company’s or Seller’s ability to amend 409A arrangements to bring them into compliance with the applicable guidance. (g) Each Employee Program maintained by the Company in writing or the Seller during the six-year period ending on the Closing Date may be amended, terminated, or otherwise modified by the Company, including the elimination of any and all future benefit accruals under any Employee Program, without any liability to the InvestorsCompany for benefits, contributions or other payments relating to the period of time or events that arise or occur after the date of such amendment, termination or modification, subject to liabilities incurred in the ordinary course for ancillary administrative or management services. To the Company’s Knowledge, no employee communications or provision of any Employee Program document has failed to effectively reserve the right of the Company or any Affiliate of the Company to so amend, terminate or otherwise modify such Employee Program. (h) No material tax under Section 4980B of Each Employee Program maintained by the Code Company or the Seller during the six-year period ending on the Closing Date (including each non-qualified deferred compensation arrangement) has been incurred maintained in respect all material respects in compliance with all applicable requirements of any federal and state securities laws including (without limitation, if applicable) the requirements that the offering of interests in such Employee Plan that is a group health plan, as defined in Section 5000(b)(1) Program be registered under the Securities Act of the Code1933 and/or state “Blue Sky” laws. (i) No employee Each Employee Program maintained by the Company or former employee an Affiliate of the Company or any of its ERISA Affiliates will become entitled to any bonus, retirement, severance, job security or similar benefit or enhancement of such a benefit solely as a result during the six-year period ending on the Closing Date has complied in all material respects with the applicable notification and other applicable requirements of the transactions contemplated by Consolidated Omnibus Budget Reconciliation Act of 1985, Health Insurance Portability and Accountability Act of 1996, the Newborns’ and Mothers’ Health Protection Act of 1996, the Mental Health Parity Act of 1996, and the Women’s Health and Cancer Rights Act of 1998. (j) For purposes of this Agreement.section:

ERISA Representations. (a) Schedule 3.11 3.12 sets forth each "employee benefit plan", as defined in Section 3(3) of ERISA, that (i) is subject to any provision of ERISA, (ii) is maintained, administered or contributed to by the Company or any of its ERISA Affiliates and (iii) covers any employee or former employee of the Company or any Subsidiary. Such plans are hereinafter referred to as the "Employee PlansEMPLOYEE PLANS". The Company has furnished or made available to the Investors or their counsel copies of such plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof together with the most recent annual report prepared in connection with any such plan (Form 5500 including, if applicable, Schedule B thereto). No Except as set forth in Schedule 3.12, no Employee Plan is and neither the Company nor any of its ERISA Affiliates maintains, sponsors, or is obligated to contributed to, or has at any time maintained, sponsored or been obligated to contribute to, a Multiemployer Plan, a Title IV Plan or an employee benefit plan or arrangement maintained in connection with any trust described in Section 501(c)(9) of the Code. (b) No "prohibited transaction", as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan excluding transactions effected pursuant to a statutory or administrative exemption, which, assuming the taxable period of such transaction expired as of the date hereof, when considered individually or in the aggregate with any other such prohibited transaction, could subject the Company or any of its Subsidiaries to a penalty or tax imposed by either Section 502(i) of ERISA or Section 4975 of the Code in an amount which would be material. (c) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and has been so qualified during the period from its adoption to date, and each trust created under any such Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt during the period from creation to date. The Company has provided furnished or made available to the Investors or their counsel with the most recent determination letters of the Internal Revenue Service relating to each such Employee Plan. Each Employee Plan has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code. (d) Schedule 3.11 3.12 sets forth each Benefit Arrangement. The Company has furnished or made available to the Investors or their counsel copies or descriptions of each Benefit Arrangement. Each Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations. (e) Neither the Company nor any of its ERISA Affiliates has any current or projected liability in respect of post-employment or post-retirement welfare benefits for retired or former employees of the Company and any Subsidiary, except as required to avoid excise tax under Section 4980B of the Code or as previously disclosed by the Company in writing to the Investors. (f) Except as disclosed in writing to the Investors prior to the date hereof, there has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any of its ERISA Affiliates relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement that would increase materially the expense of maintaining such Employee Plan or Benefit Arrangement above the level of the expense incurred in respect thereof for the fiscal year ended prior to the date hereof. (g) Except as set forth in Schedule 3.113.12, there is no contract, agreement, plan or arrangement covering any employee or former employee of the Company or any of its subsidiaries that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Code, except as previously disclosed by the Company in writing to the Investors. (h) No material tax under Section 4980B of the Code has been incurred in respect of any Employee Plan that is a group health plan, as defined in Section 5000(b)(1) of the Code. (i) No employee or former employee of the Company or any of its ERISA Affiliates will become entitled to any bonus, retirement, severance, job security or similar benefit or enhancement of such a benefit solely as a result of the transactions contemplated by this Agreement.

ERISA Representations. Seller represents and warrants to Buyer that: (a) Section 9.01(a) of the Disclosure Schedule 3.11 sets forth lists each "“employee benefit plan", ,” as such term is defined in Section 3(3) of the Employment Retirement Income Security Act of 1974 (“ERISA”), that which (i) is subject to any provision of ERISA, (ii) is maintained, administered or contributed to by the Company Seller or any of its ERISA Affiliates and (iii) covers any employee or former employee of the Company or any Subsidiary. Such plans are US Employee (hereinafter referred to collectively as the "“Employee Plans". The Company has furnished or made available to the Investors or their counsel copies of such plans ”). (and, if applicable, related trust agreementsb) and all amendments thereto and written interpretations thereof together with the most recent annual report prepared in connection with any such plan (Form 5500 including, if applicable, Schedule B thereto). No Employee Plan is and neither a “Multiemployer Plan” (within the Company meaning of Section 3(37) of ERISA) and, except as provided in Section 9.01(b) of the Disclosure Schedule, no Employee Plan is subject to Title IV of ERISA. Neither Seller nor any of its ERISA Affiliates maintains, sponsors, or is obligated to contributed to, or has at incurred any time maintained, sponsored or been obligated to contribute to, a Multiemployer Plan, a liability under Title IV Plan or an employee benefit plan or arrangement maintained in connection with any trust described in Section 501(c)(9) of the Code. (b) No "prohibited transaction", as defined in Section 406 of ERISA or Section 4975 any applicable provision of the Code, has occurred arising in connection with respect to the termination of or complete or partial withdrawal from any Employee Plan excluding transactions effected pursuant to a statutory plan covered or administrative exemption, which, assuming the taxable period of such transaction expired as of the date hereof, when considered individually or in the aggregate with any other such prohibited transaction, could subject the Company or any of its Subsidiaries to a penalty or tax imposed previously covered by either Section 502(i) Title IV of ERISA or Section 4975 as a result of any violation of applicable law, in each case, that could become, after the Code Closing Date, an obligation of Buyer. Each Employee Plan has been maintained in an amount which would be materialcompliance with its terms and in all material respects in compliance with applicable law. (c) Each Employee Plan that which is intended to be qualified under Section 401(a) of the Code is so qualified and has been so qualified during the period from its adoption to date, and each trust created under any such Employee Plan forming a part thereof is exempt from tax under pursuant to Section 501(a) of the Code and has been so exempt during the period from creation to date. The Company has provided the Investors or their counsel with the most recent determination letters of the Internal Revenue Service relating to each such Employee Plan. Each Employee Plan has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code. (d) Section 9.01(d) of the Disclosure Schedule 3.11 sets forth includes a list of each Benefit Arrangementemployment, severance, termination pay, change in control or other similar contract, agreement, arrangement or policy (written or oral) and each plan, program, contract, agreement, policy or arrangement (written or oral) providing for profit -sharing, bonuses, stock options, stock appreciation, stock purchase or other forms of incentive compensation, deferred compensation, health and welfare insurance coverage (including any self -insured arrangements), workers’ compensation, disability benefits, supplemental unemployment benefits, vacation benefits, retirement benefits or for post -retirement insurance, compensation or benefits which (i) is not an Employee Plan, (ii) is entered into, maintained, contributed to, or required to be contributed to, as the case may be, by Seller or any of its ERISA Affiliates and (iii) covers or relates to any US Employee. The Company has furnished or made available to the Investors or their counsel Such contracts, agreements, policies, programs, plans and arrangements as are described above, copies or descriptions of each all of which have been made available or furnished previously to Buyer are hereinafter referred to collectively as the “Benefit Arrangement. Arrangements.” Each Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulationslaw. (e) Neither the Company nor any of its ERISA Affiliates has any current or projected liability in respect of post-employment or post-retirement welfare benefits for retired or former employees Section 9.01(e) of the Company and any SubsidiaryDisclosure Schedule lists each material employment, except as required to avoid excise tax under Section 4980B of the Code severance or as previously disclosed by the Company in writing to the Investors. (f) Except as disclosed in writing to the Investors prior to the date hereof, there has been no amendment to, written interpretation of similar contract or announcement arrangement (whether or not written) or any plan, policy, fund, program or arrangement or contract providing for severance, profit-sharing, bonuses, stock options, stock appreciation rights or other forms of incentive compensation, insurance coverage (including any self-insured arrangements), workers’ compensation, disability benefits, supplemental unemployment benefits, vacation benefits, pension or retirement benefits or for deferred compensation, or for post-retirement insurance, compensation or benefits that (i) is not an Employee Plan or Benefit Arrangement, (ii) is entered into, maintained, administered or contributed to by the Company or any of its ERISA Affiliates relating to, or change in and (iii) covers any employee participation or coverage under, any Employee Plan or Benefit Arrangement that would increase materially the expense of maintaining such Employee Plan or Benefit Arrangement above the level of the expense incurred Business outside of the United States (hereinafter referred to collectively as the “International Plans”); provided, however, that a plan or program sponsored or operated by a governmental authority (including the State Earnings Related Pension Scheme in respect thereof for the fiscal year ended prior to the date hereofUK) shall not constitute an International Plan. (gf) Except as set forth in Schedule 3.11With respect to the US Employees, there is are no contractemployee post-retirement medical, agreementhealth or welfare plans in effect, plan except as required by Section 601 et seq. of ERISA or arrangement covering any employee or former employee of the Company or any of its subsidiaries that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G 4980B of the Code, except or as previously disclosed by the Company in writing to the Investors. (h) No material tax under set forth on Section 4980B of the Code has been incurred in respect of any Employee Plan that is a group health plan, as defined in Section 5000(b)(19.01(f) of the CodeDisclosure Schedule. (i) No employee or former employee of the Company or any of its ERISA Affiliates will become entitled to any bonus, retirement, severance, job security or similar benefit or enhancement of such a benefit solely as a result of the transactions contemplated by this Agreement.

ERISA Representations. Seller hereby represents and warrants to Buyer that: (a) Seller Disclosure Schedule 3.11 sets forth Section 9.01(a) contains a correct and complete list identifying each material "employee benefit planEMPLOYEE BENEFIT PLAN", as defined in Section 3(3) of ERISA, that each employment, severance or similar contract, plan, arrangement or policy and each other plan or arrangement (iwritten or oral) is subject to any provision providing for compensation, bonuses, stock option or other stock related rights or other forms of ERISAincentive or deferred compensation, (ii) vacation benefits, severance benefits, retirement benefits, health, or medical or other employee benefits which is maintained, administered or contributed to by the Company Seller or any Affiliates of its ERISA Affiliates Seller and (iii) covers any employee or former employee of the Company or any SubsidiaryBusiness. Such plans are hereinafter referred to as the "Employee Plans". The Company has furnished or made available to the Investors or their counsel copies Copies of such plans (and, if applicable, related trust agreementsor funding agreements or insurance policies) and all amendments thereto and written interpretations thereof have been made available to Buyer together with the most recent annual report prepared in connection with any such plan (Form 5500 including, if applicable, Schedule B thereto)) prepared in connection with any such plan or trust. No Employee Plan Such plans are referred to collectively herein as the "EMPLOYEE PLANS". (b) Neither Seller nor any ERISA Affiliate of Seller has (i) engaged in, or is and neither a successor or parent corporation to an entity that has engaged in, a transaction described in Sections 4069 or 4212(c) of ERISA or (ii) incurred, or reasonably expects to incur prior to the Company nor Closing Date, (A) any liability under Title IV of ERISA arising in connection with the termination of, or a complete or partial withdrawal from, any plan covered or previously covered by Title IV of ERISA or (B) any liability under Section 4971 of the Code that in either case could become a liability of Buyer or any of its ERISA Affiliates maintainsafter the Closing Date. (c) None of Seller, sponsors, or is obligated to contributed any ERISA Affiliate of Seller and any predecessor thereof contributes to, or has at any time maintained, sponsored or been obligated to contribute in the past contributed to, a Multiemployer Plan, a Title IV Plan or an employee benefit plan or arrangement maintained in connection with any trust described in Section 501(c)(9) of the Code. (b) No "prohibited transaction"multiemployer plan, as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan excluding transactions effected pursuant to a statutory or administrative exemption, which, assuming the taxable period of such transaction expired as of the date hereof, when considered individually or in the aggregate with any other such prohibited transaction, could subject the Company or any of its Subsidiaries to a penalty or tax imposed by either Section 502(i3(37) of ERISA or Section 4975 of the Code in an amount which would be material(a "MULTIEMPLOYER PLAN"). (cd) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and has been so qualified during received a favorable determination letter, or has pending or has time remaining in which to file, an application for such determination from the period from its adoption to dateInternal Revenue Service, and each trust created under Seller is not aware of any reason why any such Employee Plan is exempt from tax under Section 501(a) determination letter should be revoked or not be reissued. Seller has made available to Buyer copies of the Code and has been so exempt during the period from creation to date. The Company has provided the Investors or their counsel with the most recent determination letters of the Internal Revenue Service relating determination letters with respect to each such Employee Plan. Each Employee Plan has been maintained in substantial material compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code. (d) Schedule 3.11 sets forth each Benefit Arrangement. The Company has furnished or made available , which are applicable to the Investors or their counsel copies or descriptions of each Benefit Arrangement. Each Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations. (e) Neither the Company nor any of its ERISA Affiliates has any current or projected liability in respect of post-employment or post-retirement welfare benefits for retired or former employees of the Company and any Subsidiary, except as required to avoid excise tax under Section 4980B of the Code or as previously disclosed by the Company in writing to the Investors. (f) Except as disclosed in writing to the Investors prior to the date hereof, there has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any of its ERISA Affiliates relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement that would increase materially the expense of maintaining such Employee Plan or Benefit Arrangement above the level of the expense incurred in respect thereof for the fiscal year ended prior to the date hereofPlan. (g) Except as set forth in Schedule 3.11, there is no contract, agreement, plan or arrangement covering any employee or former employee of the Company or any of its subsidiaries that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Code, except as previously disclosed by the Company in writing to the Investors. (h) No material tax under Section 4980B of the Code has been incurred in respect of any Employee Plan that is a group health plan, as defined in Section 5000(b)(1) of the Code. (i) No employee or former employee of the Company or any of its ERISA Affiliates will become entitled to any bonus, retirement, severance, job security or similar benefit or enhancement of such a benefit solely as a result of the transactions contemplated by this Agreement.

ERISA Representations. (a) Schedule 3.11 sets forth each "employee benefit plan", as defined in Section 3(3) of ERISA, that (i) is subject to any provision of ERISA, (ii) is maintained, administered or contributed to by the Company or any of its ERISA Affiliates and (iii) covers any employee or former employee of the Company or any Subsidiary. Such plans are hereinafter referred to as the "Employee PlansEMPLOYEE PLANS". The Company has furnished or made available to the Investors or their counsel copies of such plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof together with the most recent annual report prepared in connection with any such plan (Form 5500 including, if applicable, Schedule B thereto). No Employee Plan is and neither the Company nor any of its ERISA Affiliates maintains, sponsors, or is obligated to contributed to, or has at any time maintained, sponsored or been obligated to contribute to, a Multiemployer Plan, a Title IV Plan or an employee benefit plan or arrangement maintained in connection with any trust described in Section 501(c)(9) of the Code. (b) No "prohibited transaction", as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan excluding transactions effected pursuant to a statutory or administrative exemption, which, assuming the taxable period of such transaction expired as of the date hereof, when considered individually or in the aggregate with any other such prohibited transaction, could subject the Company or any of its Subsidiaries to a penalty or tax imposed by either Section 502(i) of ERISA or Section 4975 of the Code in an amount which would be material. (c) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and has been so qualified during the period from its adoption to date, and each trust created under any such Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt during the period from creation to date. The Company has provided the Investors or their counsel with the most recent determination letters of the Internal Revenue Service relating to each such Employee Plan. Each Employee Plan has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code. (d) Schedule 3.11 sets forth each Benefit Arrangement. The Company has furnished or made available to the Investors or their counsel copies or descriptions of each Benefit Arrangement. Each Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations. (e) Neither the Company nor any of its ERISA Affiliates has any current or projected liability in respect of post-employment or post-retirement welfare benefits for retired or former employees of the Company and any Subsidiary, except as required to avoid excise tax under Section 4980B of the Code or as previously disclosed by the Company in writing to the Investors. (f) Except as disclosed in writing to the Investors prior to the date hereof, there has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any of its ERISA Affiliates relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement that would increase materially the expense of maintaining such Employee Plan or Benefit Arrangement above the level of the expense incurred in respect thereof for the fiscal year ended prior to the date hereof. (g) Except as set forth in Schedule 3.11, there is no contract, agreement, plan or arrangement covering any employee or former employee of the Company or any of its subsidiaries that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Code, except as previously disclosed by the Company in writing to the Investors. (h) No material tax under Section 4980B of the Code has been incurred in respect of any Employee Plan that is a group health plan, as defined in Section 5000(b)(1) of the Code. (i) No employee or former employee of the Company or any of its ERISA Affiliates will become entitled to any bonus, retirement, severance, job security or similar benefit or enhancement of such a benefit solely as a result of the transactions contemplated by this Agreement.,