Common use of Labor Agreements and Actions, Employee Benefit Plans Clause in Contracts

Labor Agreements and Actions, Employee Benefit Plans. (a) OrthoNetx is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the knowledge of OrthoNetx, has sought to represent any of the employees, representatives, or agents of OrthoNetx. There is no strike or other labor dispute involving OrthoNetx pending or, to the knowledge of OrthoNetx, threatened, nor is OrthoNetx aware of any labor organization activity involving its employees. (b) Section 2.12(b) of the OrthoNetx Schedule contains a complete list of each pension, profit-sharing or other retirement, bonus, deferred compensation, employment agreement, severance agreement, incentive compensation, stock purchase, stock option, severance or termination pay, hospitalization or other medical, life or other insurance, long- or short-term disability, fringe benefit, sick pay, or vacation pay, or other employee benefit plan, program, agreement, or arrangement or policy, whether formal or informal, funded or unfunded, written or unwritten, and whether legally binding or not, sponsored, maintained, contributed to or required to be contributed to by (i) OrthoNetx with respect to current or former employees or any current or former director, independent contractor or consultant of OrthoNetx, and/or (ii) any trade or business, whether or not incorporated, that together with OrthoNetx would be deemed a "single employer" that includes OrthoNetx within the meaning of Section 4001(a)(14) of ERISA, and the rules and regulations promulgated thereunder (collectively the "OrthoNetx Benefit Plans"), including a summary of each informal or unwritten OrthoNetx Benefit Plan. Section 2.12(b) of the OrthoNetx Schedule identifies each OrthoNetx Benefit Plan that is a "pension benefit plan" under Section 3(2) of ERISA ("OrthoNetx Pension Plan"), and discloses whether each OrthoNetx Benefit Plan that is an "employee welfare benefit plan" under Section 3(1) of ERISA ("OrthoNetx Welfare Plan") is (i) unfunded, (ii) insured, or (iii) funded through a "welfare benefit fund" within the meaning of Section 419(e) of the Code or another funding mechanism. (c) All OrthoNetx Benefit Plans that are "employee benefit plans" within the meaning of Section 3(3) of ERISA covering OrthoNetx Employees (the "OrthoNetx Plans"), to the extent subject to ERISA, are in substantial compliance with ERISA, the Code, and all other applicable law. Each OrthoNetx Pension Plan that is intended to be qualified under Section 401(a) of the Code either has received a favorable determination letter from the Internal Revenue Service (the "IRS") stating that it is so qualified, or it is in a prototype or volume submitter plan document that has been pre-approved by the IRS as is evidenced by a letter from the IRS, and nothing has occurred that could reasonably be expected to affect adversely the qualified status of such plan. As ___________ ___________ of the date hereof, other than claims for benefits submitted in the ordinary course by participants or beneficiaries under the OrthoNetx Benefit Plans, no material claim against any OrthoNetx Benefit Plan, and no legal or regulatory proceeding (including any audit or voluntary compliance resolution or closing agreement program proceeding) involving, any OrthoNetx Benefit Plan, is pending, or to the knowledge of OrthoNetx, threatened. (d) Neither OrthoNetx nor any of its Subsidiaries has engaged in a transaction with respect to any OrthoNetx Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject OrthoNetx or any Subsidiary to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which would be material. (e) No current or former OrthoNetx Pension Plan or pension plan of any of its Subsidiaries, or any entity which is considered one employer with OrthoNetx under Section 4001 of ERISA or Section 414 of the Code (an "ERISA Affiliate"), is or has ever been subject to Title IV of ERISA or Section 412 of the Code. No OrthoNetx Benefit Plan constitutes a multiemployer plan within the meaning of Section 3(37) of ERISA. (f) All contributions required to be made under the terms of any OrthoNetx Plan have been timely made or have been reflected on the audited financial statements of OrthoNetx. (g) Neither OrthoNetx nor any of its Subsidiaries has any obligations for retiree health and life benefits under any OrthoNetx Plan or has ever represented, promised or contracted (whether in oral or written form) to any employee(s) that such employee(s) would be provided with retiree health or life benefits which would have a material impact on OrthoNetx, except as required under Section 601 of ERISA. (h) The consummation of the transactions contemplated by this Agreement will not (x) entitle any employees of OrthoNetx or any of its Subsidiaries to severance pay, (y) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust other otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any of the OrthoNetx Benefit Plans or (z) result in any breach or violation of, or a default under, any of the OrthoNetx Benefit Plans. (i) Any amount that could be received (whether in cash, property, or vesting of property) as a result of the transaction contemplated by this Agreement by any officer, director, employee or independent contractor of OrthoNetx or any of its Subsidiaries, who is a "disqualified individual" (as defined in Treasury Regulation Section 1.280G-1), under any employment arrangement or OrthoNetx Benefit Plan would not be characterized as an "excess parachute payment" (as defined in Section 280G of the Code). (j) All OrthoNetx Benefit Plans covering current or former non-U.S. Employees complies in all material respects with applicable law, and no unfunded liabilities exist with respect to any OrthoNetx Benefit Plan that covers such non-U.S. Employees.

Labor Agreements and Actions, Employee Benefit Plans. (a) OrthoNetx Parent is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the knowledge of OrthoNetxParent, has sought to represent any of the employees, representatives, or agents of OrthoNetxParent. There is no strike or other labor dispute involving OrthoNetx Parent pending or, to the knowledge of OrthoNetxParent, threatened, nor is OrthoNetx Parent aware of any labor organization activity involving its employees. (b) Section 2.12(b) of the OrthoNetx Schedule contains a complete list of each Parent has no pension, profit-sharing or other retirement, bonus, deferred compensation, employment agreement, severance agreement, incentive compensation, stock purchase, stock option, severance or termination pay, hospitalization or other medical, life or other insurance, long- or short-term disability, fringe benefit, sick pay, or vacation pay, or other employee benefit plan, program, agreement, or arrangement or policy, whether formal or informal, funded or unfunded, written or unwritten, and whether legally binding or not, sponsored, maintained, contributed to or required to be contributed to by (i) OrthoNetx Parent with respect to current or former employees or any current or former director, independent contractor director or consultant of OrthoNetxParent, and/or (ii) any trade or business, whether or not incorporated, that together with OrthoNetx Parent would be deemed a "single employer" that includes OrthoNetx Parent within the meaning of Section 4001(a)(14) of ERISAthe Employee Retirement Income Security Act of 1974, as amended ("ERISA "), and the rules and regulations promulgated thereunder (collectively the collectively, "OrthoNetx Parent Benefit Plans"), including a summary of each informal or unwritten OrthoNetx Benefit Plan. Section 2.12(b) of the OrthoNetx Schedule identifies each OrthoNetx Parent has no Benefit Plan that is a "pension benefit plan" under Section 3(2) of ERISA ("OrthoNetx Parent Pension Plan"), and discloses whether each OrthoNetx . Parent also has no Parent Benefit Plan that is an "employee welfare benefit plan" under Section 3(1) of ERISA ("OrthoNetx Parent Welfare Plan") which is (i) unfunded, (ii) insured, or (iii) funded through a "welfare benefit fund" within the meaning of Section 419(e) of the Code or another funding mechanism. (c) True and complete copies of all (i) Parent Benefit Plans, including, but not limited to, any trust instruments and insurance contracts forming a part of any Parent Benefit Plans, and all amendments thereto and summaries of unwritten Parent Benefit Plans; (ii) the three (3) most recent actuarial valuations, if any, prepared for each Parent Benefit Plan; (iii) the three (3) most recent reports (Series 5500 and all schedules thereto), if any, required under ERISA or the Code in connection with each Parent Benefit Plan or related trust; (iv) the most recent determination letters received from the Internal Revenue Service, if any, for each Parent Benefit Plan and related trust which is intended to satisfy the requirements of Section 401(a) of the Code; (v) the most recent summary plan description together with the most recent summary of material modifications, if any, required under ERISA with respect to each Parent Benefit Plan; and (vi) all material communications to any Employees relating to each Parent Benefit Plan have been provided or made available to Lev. -------------------------------------------------------------------------------- 24 (d) All OrthoNetx Benefit Plans that are "employee benefit plans" within the meaning of Section 3(3) of ERISA ERISA, other than "multiemployer plans" within the meaning of Section 3(37) of ERISA, covering OrthoNetx Parent Employees (the "OrthoNetx Parent ERISA Plans"), to the extent subject to ERISA, are in substantial compliance with ERISA, the Code, and all other applicable law. Each OrthoNetx Parent Pension Plan that which is intended to be qualified under Section 401(a) of the Code either Code, has received a favorable determination letter from the Internal Revenue Service with respect to "TRA" (as defined in Section 1 of Rev. Proc. 93-39) or a timely application for such determination is now pending or a request for such determination filed within the "IRS"remedial amendment period of Section 401(b) stating that it of the Code is so qualified, or it is in a prototype or volume submitter plan document that has been pre-approved by the IRS as is evidenced by a letter from the IRSpending, and nothing has occurred that could reasonably be expected Parent is not aware of any circumstances likely to affect adversely the qualified status result in revocation of any such planfavorable determination letter. As ___________ ___________ of the date hereof, other than claims for benefits submitted in the ordinary course by participants or beneficiaries under the OrthoNetx Parent Benefit Plans, no material claim against any OrthoNetx Parent Benefit Plan, and no legal or regulatory proceeding (including any audit or voluntary compliance resolution or closing agreement program proceeding) involving, involving any OrthoNetx Parent Benefit Plan, is pending, or to the knowledge of OrthoNetxParent, threatened. (de) Neither OrthoNetx Parent nor any of its Subsidiaries has engaged in a transaction with respect to any OrthoNetx Parent Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject OrthoNetx Parent or any Subsidiary to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which would be material. (ef) No current or former OrthoNetx Parent Pension Plan of Parent or pension plan of any of its Subsidiaries, or any entity which is considered one employer with OrthoNetx under Section 4001 of ERISA or Section 414 of the Code (an "ERISA Affiliate"), is or has ever been subject to Title IV of ERISA or Section 412 of the Code. No OrthoNetx Parent Benefit Plan constitutes a multiemployer plan within the meaning of Section 3(37) of ERISA. (fg) All contributions required to be made under the terms of any OrthoNetx Parent Plan have been timely made or have been reflected on the audited financial statements of OrthoNetxParent. (gh) Neither OrthoNetx Parent nor any of its Subsidiaries has any obligations for retiree health and life benefits under any OrthoNetx Parent Plan or has ever represented, promised or contracted (whether in oral or written form) to any employee(s) that such employee(s) would be provided with retiree health or life benefits which would have a material impact on OrthoNetxParent, except as required under Section ss. 601 of ERISA. (hi) The consummation of the transactions contemplated by this Agreement will not (x) entitle any employees of OrthoNetx or Parent any of its Subsidiaries to severance pay, (y) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust other or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any of the OrthoNetx Parent Benefit Plans or (z) result in any breach or violation of, or a default under, any of the OrthoNetx Parent Benefit Plans. (ij) Any amount that could be received (whether in cash, property, or vesting of property) as a result of the transaction contemplated by this Agreement by any officer, director, employee or independent contractor of OrthoNetx Parent -------------------------------------------------------------------------------- 25 or any of its Subsidiaries, who is a "disqualified individual" (as defined in proposed Treasury Regulation Section 1.280G-1), under any employment arrangement or OrthoNetx Parent Benefit Plan would not be characterized as an "excess parachute payment" (as defined in Section 280G of the Code). (jk) All OrthoNetx Parent Benefit Plans covering current or former non-U.S. Employees complies in all material respects with applicable law, and no . No unfunded liabilities exist with respect to any OrthoNetx Parent Benefit Plan that covers such non-U.S. Employees. (l) Schedule 3.12(l) contains a complete and correct list of employment agreements for senior officers of Parent; copies of each such agreement have been provided or made available to Lev or Lev's counsel.

Labor Agreements and Actions, Employee Benefit Plans. (a) OrthoNetx Parent is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the knowledge of OrthoNetxParent, has sought to represent any of the employees, representatives, or agents of OrthoNetxParent. There is no strike or other labor dispute involving OrthoNetx Parent pending or, to the knowledge of OrthoNetxParent, threatened, nor is OrthoNetx Parent aware of any labor organization activity involving its employees. (b) Section 2.12(b) of the OrthoNetx Schedule contains a complete list of each Parent does not sponsor, maintain, contribute to, is not required to contribute to, and has no liabilities or responsibilities for, any pension, profit-sharing or other retirement, bonus, deferred compensation, employment agreement, severance agreement, incentive compensation, stock purchase, stock option, severance or termination pay, hospitalization or other medical, life or other insurance, long- or short-term disability, fringe benefit, sick pay, or vacation pay, or other employee benefit plan, program, agreement, or arrangement or policy, whether formal or informal, funded or unfunded, written or unwritten, and whether legally binding or not, sponsored, maintained, contributed to or required to be contributed to by (i) OrthoNetx with respect to for any current or former employees or any current or former director, independent contractor director or consultant of OrthoNetxParent, and/or (ii) or of any trade or business, whether or not incorporated, that together with OrthoNetx Parent would be deemed a "“single employer" that includes OrthoNetx ” within the meaning of Section 4001(a)(14) of ERISAthe Employee Retirement Income Security Act of 1974, as amended (“ERISA “), and the rules and regulations promulgated thereunder (collectively the "OrthoNetx collectively, “Parent Benefit Plans"”), including a summary of each informal or unwritten OrthoNetx Benefit Plan. Section 2.12(b) of the OrthoNetx Schedule identifies each OrthoNetx Benefit Plan that is a "pension benefit plan" under Section 3(2) of ERISA ("OrthoNetx Pension Plan"), and discloses whether each OrthoNetx Benefit Plan that is an "employee welfare benefit plan" under Section 3(1) of ERISA ("OrthoNetx Welfare Plan") is (i) unfunded, (ii) insured, or (iii) funded through a "welfare benefit fund" within the meaning of Section 419(e) of the Code or another funding mechanism. (c) All OrthoNetx Benefit Plans that are "employee benefit plans" within the meaning of Section 3(3) of ERISA covering OrthoNetx Employees (the "OrthoNetx Plans"), to the extent subject to ERISA, are in substantial compliance with ERISA, the Code, and all other applicable law. Each OrthoNetx Pension Plan that is intended to be qualified under Section 401(a) of the Code either has received a favorable determination letter from the Internal Revenue Service (the "IRS") stating that it is so qualified, or it is in a prototype or volume submitter plan document that has been pre-approved by the IRS as is evidenced by a letter from the IRS, and nothing has occurred that could reasonably be expected to affect adversely the qualified status of such plan. As ___________ ___________ of the date hereof, other than claims for benefits submitted in the ordinary course by participants or beneficiaries under the OrthoNetx Benefit Plans, no material claim against any OrthoNetx current or former Parent Benefit Plan, and no legal or regulatory proceeding (including any audit or voluntary compliance resolution or closing agreement program proceeding) involving, involving any OrthoNetx current or former Parent Benefit Plan, is pending, or to the knowledge of OrthoNetxParent, threatened. (d) Neither OrthoNetx Parent nor any of its Subsidiaries Chelsea Merger Sub has engaged in a transaction with respect to any OrthoNetx current or former Parent Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject OrthoNetx or any Subsidiary Parent Chelsea Merger Sub to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which would be material. (e) No current or former OrthoNetx Parent Pension Plan of Parent or pension plan of any of its SubsidiariesChelsea Merger Sub, or any entity which is considered one employer with OrthoNetx under Section 4001 of ERISA or Section 414 of the Code (an "ERISA Affiliate"), is or has ever been subject to Title IV of ERISA or Section 412 of the Code. No OrthoNetx Parent Benefit Plan constitutes a multiemployer plan within the meaning of Section 3(37) of ERISA. (f) All contributions required to be made under the terms of any OrthoNetx current or former Parent Benefit Plan have been timely made or have been reflected on the audited financial statements of OrthoNetxParent. (g) Neither OrthoNetx Parent nor any of its Subsidiaries Chelsea Merger Sub has any obligations for retiree health and life benefits under any OrthoNetx current or former Parent Benefit Plan or has ever represented, promised or contracted (whether in oral or written form) to any employee(s) that such employee(s) would be provided with retiree health or life benefits which would have a material impact on OrthoNetxParent, except as required under Section 601 of ERISA. (h) The consummation of the transactions contemplated by this Agreement will not (x) entitle any employees of OrthoNetx Parent or any of its Subsidiaries Chelsea Merger Sub to severance pay, (y) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust other or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any of the OrthoNetx Parent Benefit Plans or (z) result in any breach or violation of, or a default under, any of the OrthoNetx Parent Benefit Plans. (i) Any amount that could be received (whether in cash, property, or vesting of property) as a result of the transaction contemplated by this Agreement by any officer, director, employee or independent contractor of OrthoNetx Parent or any of its SubsidiariesChelsea Merger Sub, who is a "“disqualified individual" ” (as defined in Treasury Regulation Section 1.280G-1), under any employment arrangement or OrthoNetx Parent Benefit Plan would not be characterized as an "“excess parachute payment" ” (as defined in Section 280G of the Code). (j) All OrthoNetx current or former Parent Benefit Plans covering current or former non-U.S. Employees complies in all material respects with applicable law, and no . No unfunded liabilities exist with respect to any OrthoNetx Parent Benefit Plan that covers such non-U.S. Employees. (k) Section 3.12(k) of the Parent Schedule contains a complete and correct list of employment agreements for senior officers of Parent; copies of each such agreement have been provided or made available to Chelsea or Chelsea’s counsel.

Labor Agreements and Actions, Employee Benefit Plans. (a) OrthoNetx Parent is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the knowledge of OrthoNetxParent, has sought to represent any of the employees, representatives, or agents of OrthoNetxParent. There is no strike or other labor dispute involving OrthoNetx Parent pending or, to the knowledge of OrthoNetxParent, threatened, nor is OrthoNetx Parent aware of any labor organization activity involving its employees. (b) Section 2.12(b) of the OrthoNetx Schedule contains a complete list of each Parent does not sponsor, maintain, contribute to, is not required to contribute to, and has no liabilities or responsibilities for, any pension, profit-sharing or other retirement, bonus, deferred compensation, employment agreement, severance agreement, incentive compensation, stock purchase, stock option, severance or termination pay, hospitalization or other medical, life or other insurance, long- or short-term disability, fringe benefit, sick pay, or vacation pay, or other employee benefit plan, program, agreement, or arrangement or policy, whether formal or informal, funded or unfunded, written or unwritten, and whether legally binding or not, sponsored, maintained, contributed to or required to be contributed to by (i) OrthoNetx with respect to for any current or former employees or any current or former director, independent contractor director or consultant of OrthoNetxParent, and/or (ii) or of any trade or business, whether or not incorporated, that together with OrthoNetx Parent would be deemed a "single employer" that includes OrthoNetx within the meaning of Section 4001(a)(14) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the rules and regulations promulgated thereunder (collectively the collectively, "OrthoNetx Parent Benefit Plans"), including a summary of each informal or unwritten OrthoNetx Benefit Plan. Section 2.12(b) of the OrthoNetx Schedule identifies each OrthoNetx Benefit Plan that is a "pension benefit plan" under Section 3(2) of ERISA ("OrthoNetx Pension Plan"), and discloses whether each OrthoNetx Benefit Plan that is an "employee welfare benefit plan" under Section 3(1) of ERISA ("OrthoNetx Welfare Plan") is (i) unfunded, (ii) insured, or (iii) funded through a "welfare benefit fund" within the meaning of Section 419(e) of the Code or another funding mechanism. (c) All OrthoNetx Benefit Plans that are "employee benefit plans" within the meaning of Section 3(3) of ERISA covering OrthoNetx Employees (the "OrthoNetx Plans"), to the extent subject to ERISA, are in substantial compliance with ERISA, the Code, and all other applicable law. Each OrthoNetx Pension Plan that is intended to be qualified under Section 401(a) of the Code either has received a favorable determination letter from the Internal Revenue Service (the "IRS") stating that it is so qualified, or it is in a prototype or volume submitter plan document that has been pre-approved by the IRS as is evidenced by a letter from the IRS, and nothing has occurred that could reasonably be expected to affect adversely the qualified status of such plan. As ___________ ___________ of the date hereof, other than claims for benefits submitted in the ordinary course by participants or beneficiaries under the OrthoNetx Benefit Plans, no material claim against any OrthoNetx current or former Parent Benefit Plan, and no legal or regulatory proceeding (including any audit or voluntary compliance resolution or closing agreement program proceeding) involving, involving any OrthoNetx current or former Parent Benefit Plan, is pending, or to the knowledge of OrthoNetxParent, threatened. (d) Neither OrthoNetx Parent nor any of its Subsidiaries has engaged in a transaction with respect to any OrthoNetx current or former Parent Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject OrthoNetx Parent or any Subsidiary to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which would be material. (e) No current or former OrthoNetx Parent Pension Plan of Parent or pension plan of any of its Subsidiaries, or any entity which is considered one employer with OrthoNetx under Section 4001 of ERISA or Section 414 of the Code (an "ERISA Affiliate"), is or has ever been subject to Title IV of ERISA or Section 412 of the Code. No OrthoNetx Parent Benefit Plan constitutes a multiemployer plan within the meaning of Section 3(37) of ERISA. (f) All contributions required to be made under the terms of any OrthoNetx current or former Parent Benefit Plan have been timely made or have been reflected on the audited financial statements of OrthoNetxParent. (g) Neither OrthoNetx Parent nor any of its Subsidiaries has any obligations for retiree health and life benefits under any OrthoNetx current or former Parent Benefit Plan or has ever represented, promised or contracted (whether in oral or written form) to any employee(s) that such employee(s) would be provided with retiree health or life benefits which would have a material impact on OrthoNetxParent, except as required under Section 601 of ERISA.. ___________ ___________ (h) The consummation of the transactions contemplated by this Agreement will not (x) entitle any employees of OrthoNetx or Parent any of its Subsidiaries to severance pay, (y) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust other or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any of the OrthoNetx Parent Benefit Plans or (z) result in any breach or violation of, or a default under, any of the OrthoNetx Parent Benefit Plans. (i) Any amount that could be received (whether in cash, property, or vesting of property) as a result of the transaction contemplated by this Agreement by any officer, director, employee or independent contractor of OrthoNetx Parent or any of its Subsidiaries, who is a "disqualified individual" (as defined in Treasury Regulation Section 1.280G-1), under any employment arrangement or OrthoNetx Parent Benefit Plan would not be characterized as an "excess parachute payment" (as defined in Section 280G of the Code). (j) All OrthoNetx current or former Parent Benefit Plans covering current or former non-U.S. Employees complies in all material respects with applicable law, and no . No unfunded liabilities exist with respect to any OrthoNetx Parent Benefit Plan that covers such non-U.S. Employees. (k) Section 3.12(k) of the Parent Schedule contains a complete and correct list of employment agreements for senior officers of Parent; copies of each such agreement have been provided or made available to OrthoNetx or OrthoNetx's counsel.

Labor Agreements and Actions, Employee Benefit Plans. (a) OrthoNetx Neither Parent nor any of its subsidiaries is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the knowledge of OrthoNetxParent, has sought to represent any of the employees, representatives, or agents of OrthoNetxParent or any of its subsidiaries. There is no strike or other labor dispute involving OrthoNetx Parent or any of its subsidiaries pending or, to the knowledge of OrthoNetxParent, threatened, nor is OrthoNetx Parent aware of any labor organization activity involving its employees. (b) Section 2.12(b) Neither Parent nor any of the OrthoNetx Schedule contains a complete list of each its subsidiaries sponsors, maintains, contributes to, or is required to contribute to, and has any Liabilities or responsibilities for, any pension, profit-sharing or other retirement, bonus, deferred compensation, employment agreement, severance agreement, incentive compensation, stock purchase, stock option, severance or termination pay, hospitalization or other medical, life or other insurance, long- or short-term disability, fringe benefit, sick pay, or vacation pay, or other employee benefit plan, program, agreement, or arrangement or policy, whether formal or informal, funded or unfunded, written or unwritten, and whether legally binding or not, sponsored, maintained, contributed to or required to be contributed to by (i) OrthoNetx with respect to for any current or former employees or any current or former director, independent contractor director or consultant of OrthoNetxParent or any of its subsidiaries, and/or (ii) or of any trade or business, whether or not incorporated, that together with OrthoNetx Parent would be deemed a "“single employer" that includes OrthoNetx ” within the meaning of Section 4001(a)(14) of ERISA, and the rules and regulations promulgated thereunder (collectively the "OrthoNetx collectively, “Parent Benefit Plans"”), including a summary of each informal or unwritten OrthoNetx Benefit Plan. Section 2.12(bexcept those that may be terminated without penalty on thirty (30) of the OrthoNetx Schedule identifies each OrthoNetx Benefit Plan that is a "pension benefit plan" under Section 3(2) of ERISA ("OrthoNetx Pension Plan"), and discloses whether each OrthoNetx Benefit Plan that is an "employee welfare benefit plan" under Section 3(1) of ERISA ("OrthoNetx Welfare Plan") is (i) unfunded, (ii) insured, or (iii) funded through a "welfare benefit fund" within the meaning of Section 419(e) of the Code or another funding mechanismdays notice. (c) All OrthoNetx Benefit Plans that are "employee benefit plans" within the meaning of Section 3(3) of ERISA covering OrthoNetx Employees (the "OrthoNetx Plans"), to the extent subject to ERISA, are in substantial compliance with ERISA, the Code, and all other applicable law. Each OrthoNetx Pension Plan that is intended to be qualified under Section 401(a) of the Code either has received a favorable determination letter from the Internal Revenue Service (the "IRS") stating that it is so qualified, or it is in a prototype or volume submitter plan document that has been pre-approved by the IRS as is evidenced by a letter from the IRS, and nothing has occurred that could reasonably be expected to affect adversely the qualified status of such plan. As ___________ ___________ of the date hereof, other than claims for benefits submitted in the ordinary course by participants or beneficiaries under the OrthoNetx Benefit Plans, no material No claim against any OrthoNetx current or former Parent Benefit Plan, and no legal or regulatory proceeding (including any audit or voluntary compliance resolution or closing agreement program proceeding) involving, involving any OrthoNetx current or former Parent Benefit Plan, is pending, or to the knowledge of OrthoNetxParent, threatened. (d) Neither OrthoNetx Parent nor any of its Subsidiaries subsidiaries has engaged in a transaction with respect to any OrthoNetx current or former Parent Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject OrthoNetx Parent or any Subsidiary such subsidiary to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which would be material. (e) No current or former OrthoNetx Pension Parent Benefit Plan or pension plan of any of its Subsidiariessubsidiaries, or any entity which is considered one employer with OrthoNetx under Section 4001 of ERISA or Section 414 of the Code (an "ERISA Affiliate"), is or has ever been subject to Title IV of ERISA or Section 412 of the Code. No OrthoNetx Parent Benefit Plan constitutes a multiemployer plan within the meaning of Section 3(37) of ERISA. (f) All contributions required to be made under the terms of any OrthoNetx current or former Parent Benefit Plan have been timely made or have been reflected on the audited financial statements of OrthoNetxParent. (g) Neither OrthoNetx Parent nor any of its Subsidiaries subsidiaries has any obligations for retiree health and life benefits under any OrthoNetx current or former Parent Benefit Plan or has ever represented, promised or contracted (whether in oral or written form) to any employee(s) that such employee(s) would be provided with retiree health or life benefits which would have a material impact on OrthoNetxParent, except as required under Section 601 of ERISA. (h) The consummation of the transactions contemplated by this Agreement will not (x) entitle any employees of OrthoNetx Parent or any of its Subsidiaries subsidiaries to severance pay, (y) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust other or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any of the OrthoNetx Parent Benefit Plans or (z) result in any breach or violation of, or a default under, any of the OrthoNetx Parent Benefit Plans. (i) Any amount that could be received (whether in cash, property, or vesting of property) as a result of the transaction contemplated by this Agreement by any officer, director, employee or independent contractor of OrthoNetx Parent or any of its Subsidiariessubsidiaries, who is a "“disqualified individual" ” (as defined in Treasury Regulation Section 1.280G-1), under any employment arrangement or OrthoNetx Parent Benefit Plan would not be characterized as an "“excess parachute payment" ” (as defined in Section 280G of the Code). (j) All OrthoNetx current or former Parent Benefit Plans covering current or former non-U.S. Employees employees complies in all material respects with applicable law, and no . No unfunded liabilities Liabilities exist with respect to any OrthoNetx Parent Benefit Plan that covers such non-U.S. Employeesemployees.