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

Labor Agreements and Actions; Employee Benefit Plans. (a) 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 Parent, has sought to represent any of the employees, representatives, or agents of Parent. There is no strike or other labor dispute involving Parent pending or, to the knowledge of Parent, threatened, nor is Parent aware of any labor organization activity involving its employees. (b) 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, 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 for any current or former employees or any current or former director or consultant of Parent, or of any trade or business, whether or not incorporated, that together with Parent would be deemed a “single employer” 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, “Parent Benefit Plans”). (c) As of the date hereof, no claim against any 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 any current or former Parent Benefit Plan, is pending, or to the knowledge of Parent, threatened. (d) Neither Parent nor Chelsea Merger Sub has engaged in a transaction with respect to any current or former Parent Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject 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 Parent Pension Plan of Parent or Chelsea Merger Sub, or any ERISA Affiliate, is or has ever been subject to Title IV of ERISA or Section 412 of the Code. No 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 current or former Parent Benefit Plan have been timely made or have been reflected on the audited financial statements of Parent. (g) Neither Parent nor Chelsea Merger Sub has any obligations for retiree health and life benefits under any 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 Parent, 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 Parent or Chelsea Merger Sub to severance pay, (y) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any of the Parent Benefit Plans or (z) result in any breach or violation of, or a default under, any of the 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 Parent or Chelsea Merger Sub, who is a “disqualified individual” (as defined in Treasury Regulation Section 1.280G-1), under any employment arrangement or Parent Benefit Plan would not be characterized as an “excess parachute payment” (as defined in Section 280G of the Code). (j) All current or former Parent Benefit Plans covering current or former non-U.S. Employees complies in all material respects with applicable law. No unfunded liabilities exist with respect to any 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) 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 Parent, has sought to represent any of the employees, representatives, or agents of Parent. There is no strike or other labor dispute involving Parent pending or, to the knowledge of Parent, threatened, nor is Parent aware of any labor organization activity involving its employees. (b) 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, 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 for any current or former employees or any current or former director or consultant of Parent, or of any trade or business, whether or not incorporated, that together with Parent would be deemed a “"single employer” " within the meaning of Section 4001(a)(14) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA “"ERISA"), and the rules and regulations promulgated thereunder (collectively, “"Parent Benefit Plans”"). (c) As of the date hereof, no claim against any 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 any current or former Parent Benefit Plan, is pending, or to the knowledge of Parent, threatened. (d) Neither Parent nor Chelsea Merger Sub any of its Subsidiaries has engaged in a transaction with respect to any current or former Parent Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject Parent Chelsea Merger Sub 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 Parent Pension Plan of Parent or Chelsea Merger Subany of its Subsidiaries, or any ERISA Affiliate, is or has ever been subject to Title IV of ERISA or Section 412 of the Code. No 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 current or former Parent Benefit Plan have been timely made or have been reflected on the audited financial statements of Parent. (g) Neither Parent nor Chelsea Merger Sub any of its Subsidiaries has any obligations for retiree health and life benefits under any 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 Parent, 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 Parent or Chelsea Merger Sub 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 or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any of the Parent Benefit Plans or (z) result in any breach or violation of, or a default under, any of the 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 Parent or Chelsea Merger Subany of its Subsidiaries, who is a “"disqualified individual” " (as defined in Treasury Regulation Section 1.280G-1), under any employment arrangement or Parent Benefit Plan would not be characterized as an “"excess parachute payment” " (as defined in Section 280G of the Code). (j) All current or former Parent Benefit Plans covering current or former non-U.S. Employees complies in all material respects with applicable law. No unfunded liabilities exist with respect to any 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 OrthoNetx or Chelsea’s OrthoNetx's counsel.

Labor Agreements and Actions; Employee Benefit Plans. (a) 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 Parent, has sought to represent any of the employees, representatives, or agents of ParentParent or any of its subsidiaries. There is no strike or other labor dispute involving Parent or any of its subsidiaries pending or, to the knowledge of Parent, threatened, nor is Parent aware of any labor organization activity involving its employees. (b) Neither Parent does not sponsornor any of its subsidiaries sponsors, maintainmaintains, contribute contributes to, or is not required to contribute to, and has no liabilities any Liabilities or responsibilities for, any pension, profit-sharing or other retirement, bonus, deferred compensation, employment agreement, severance agreement, 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 for any current or former employees or any current or former director or consultant of ParentParent or any of its subsidiaries, or of any trade or business, whether or not incorporated, that together with Parent would be deemed a “single employer” within the meaning of Section 4001(a)(14) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA “)ERISA, and the rules and regulations promulgated thereunder (collectively, “Parent Benefit Plans”), except those that may be terminated without penalty on thirty (30) days notice. (c) As of the date hereof, no No claim against any 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 any current or former Parent Benefit Plan, is pending, or to the knowledge of Parent, threatened. (d) Neither Parent nor Chelsea Merger Sub any of its subsidiaries has engaged in a transaction with respect to any current or former Parent Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject Parent Chelsea Merger Sub or 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 Parent Pension Benefit Plan or any of Parent or Chelsea Merger Subits subsidiaries, or any ERISA Affiliate, is or has ever been subject to Title IV of ERISA or Section 412 of the Code. No 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 current or former Parent Benefit Plan have been timely made or have been reflected on the audited financial statements of Parent. (g) Neither Parent nor Chelsea Merger Sub any of its subsidiaries has any obligations for retiree health and life benefits under any 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 Parent, 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 Parent or Chelsea Merger Sub 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 or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any of the Parent Benefit Plans or (z) result in any breach or violation of, or a default under, any of the 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 Parent or Chelsea Merger Subany of its subsidiaries, who is a “disqualified individual” (as defined in Treasury Regulation Section 1.280G-1), under any employment arrangement or Parent Benefit Plan would not be characterized as an “excess parachute payment” (as defined in Section 280G of the Code). (j) All current or former Parent Benefit Plans covering current or former non-U.S. Employees employees complies in all material respects with applicable law. No unfunded liabilities Liabilities exist with respect to any Parent Benefit Plan that covers such non-U.S. Employeesemployees. (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) Parent 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 ParentOrthoNetx, has sought to represent any of the employees, representatives, or agents of ParentOrthoNetx. There is no strike or other labor dispute involving Parent OrthoNetx pending or, to the knowledge of ParentOrthoNetx, threatened, nor is Parent OrthoNetx aware of any labor organization activity involving its employees. (b) Parent does not sponsor, maintain, contribute to, is not required to contribute to, and has no liabilities or responsibilities for, any 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 for any 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 director, independent contractor or consultant of ParentOrthoNetx, or of and/or (ii) any trade or business, whether or not incorporated, that together with Parent OrthoNetx 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 “)ERISA, and the rules and regulations promulgated thereunder (collectively, “Parent 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 current or former Parent OrthoNetx Benefit Plan, and no legal or regulatory proceeding (including any audit or voluntary compliance resolution or closing agreement program proceeding) involving involving, any current or former Parent OrthoNetx Benefit Plan, is pending, or to the knowledge of ParentOrthoNetx, threatened. (d) Neither Parent OrthoNetx nor Chelsea Merger Sub any of its Subsidiaries has engaged in a transaction with respect to any current or former Parent Benefit OrthoNetx Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject Parent Chelsea Merger Sub 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 Parent OrthoNetx Pension Plan or pension plan of Parent or Chelsea Merger Subany 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 Parent 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 current or former Parent Benefit OrthoNetx Plan have been timely made or have been reflected on the audited financial statements of ParentOrthoNetx. (g) Neither Parent OrthoNetx nor Chelsea Merger Sub any of its Subsidiaries has any obligations for retiree health and life benefits under any current or former Parent Benefit 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 ParentOrthoNetx, 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 Parent OrthoNetx or Chelsea Merger Sub 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 or other otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any of the Parent OrthoNetx Benefit Plans or (z) result in any breach or violation of, or a default under, any of the Parent 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 Parent OrthoNetx or Chelsea Merger Subany of its Subsidiaries, who is a “"disqualified individual” " (as defined in Treasury Regulation Section 1.280G-1), under any employment arrangement or Parent OrthoNetx Benefit Plan would not be characterized as an “"excess parachute payment” " (as defined in Section 280G of the Code). (j) All current or former Parent OrthoNetx Benefit Plans covering current or former non-U.S. Employees complies in all material respects with applicable law. No , and no unfunded liabilities exist with respect to any Parent OrthoNetx 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.