Common use of Labor and Employee Benefit Matters Clause in Contracts

Labor and Employee Benefit Matters. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Companies are in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, (ii) there is no unfair labor practice complaint against the Companies pending before the National Labor Relations Board, (iii) there is no labor strike, dispute, slowdown or stoppage actually pending or, to the Knowledge of the Seller, threatened against the Companies, (iv) there are no unpaid dues, assessments, fines or other expenses regarding the Companies relating to any union violation, audit and/or issue, and (v) except as set forth on Section 2.12(a)(v) of the Company Disclosure Letter, there are no collective bargaining or other labor union Contracts to which the Companies are a party or by which the Companies are bound. (b) Section 2.12(b) of the Company Disclosure Letter sets forth a list as of the date of this Agreement of each material “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) sponsored, maintained, or contributed to by the Companies in which present or former employees of the Companies (the “Company Employees”) participate or for which the Companies have any material liability (collectively, the “Benefit Plans”). Except as set forth in Section 2.12(b) of the Company Disclosure Letter, no Benefit Plan is a “defined benefit plan,” “multiple employer welfare arrangement,” “multiple employer plan,” or “multiemployer plan,” as such terms are defined in ERISA or the Code. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Benefit Plans are in compliance with all applicable requirements of ERISA, the Code, and other applicable Laws and have been administered in accordance with their terms and such Laws. (d) There are no pending or, to the Knowledge of the Seller, threatened, claims with respect to any Benefit Plans, other than ordinary and usual claims for benefits by participants and beneficiaries, that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (e) The Companies do not have any material obligation to provide health or welfare benefits to former Company Employees, except to avoid excise tax under Section 4980B of the Code or as otherwise required by applicable Law.

Labor and Employee Benefit Matters. (a) Section 3.16(a) of the Disclosure Schedule lists the name, title, place of employment, date of hire, annual salary rate and annual bonus for each Employee, as well as the notice period for termination included in such Employee's employment agreement (if any). Except as would notdescribed in Section 3.16(a) of the Disclosure Schedule, individually each Employee (other than directors of the Company or any Subsidiary) is terminable "at will" subject to applicable notice periods as set forth by Law or in such Employee's employment agreement. Except as set forth on Section 3.16(a) of the aggregateDisclosure Schedule, reasonably be expected neither the Company nor any of the Subsidiaries has agreed, and is not obligated, to increase the compensation or pay any bonus or supplemental compensation, including, without limitation, annual salary, bonus or benefits, of any Employee. No Employee has informed the Company or such Subsidiary that he or she intends to resign or retire as a result of the transactions contemplated by any of the Transaction Documents. (b) No directors, officers or employees of the Company or any of the Subsidiaries have asserted any claims against the Company or any of the Subsidiaries for any non-statutory severance payments or similar termination compensation, other than claims for unemployment benefits under applicable Laws. (c) There is no collective bargaining agreement presently in force with respect to Employees, and neither the Company nor any of the Subsidiaries has ever been or is currently a signatory to a collective bargaining agreement with any trade union, labor organization or group. The Employees have not been, nor are they currently, represented by a labor organization, group or association. To the Company's Knowledge, no collective representation election petition or application for certification of such representation has been filed by Employees of the Company Material Adverse Effector any of the Subsidiaries or is pending with any entity and no union organizing campaign or other attempt to organize or establish a labor union, employee organization or labor organization or group involving Employees of the Company or any of the Subsidiaries has occurred, is in progress or is threatened. There is no unfair labor practice charge or complaint against the Company or any Subsidiary pending before any Governmental Entity; there has been no labor strike, slowdown, work stoppage, labor disturbance or other concerted action involving the Employees. Israel Sub is not subject to, and, to the Knowledge of the Company, no Employee of Israel Sub benefits from, any extension order (i"tzav harchava") other than those applicable generally in the Companies industry in which Israel Sub operates. (d) The Company and the Subsidiaries are in material compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, and equal employment opportunity. Neither the Company nor any Subsidiary is liable for any material claims for past due wages or any penalties for failure to comply with any of the foregoing. (e) Israel Sub is in material compliance with all applicable Laws respecting employment, employment practices, terms and conditions of employment, employee safety and wages and hours, including the Advance Notice for Dismissal and Resignation Law, 5761‑2001, the Notification to an Employee (Terms of Employment) Law, 5762‑2002, the Prevention of Sexual Harassment Law, 5758‑1998, and the Hours of Work and Rest Law, 5711‑1951. Without limiting the foregoing subparagraphs of this Section 3.16: (I) Israel Sub's obligations to provide statutory severance pay to its Employees pursuant to the Severance Pay Law, 5723‑1963 are fully insured against, fully funded or fully reserved for in the Financial Statements and the Current Balance Sheet (as of their date). (II) All amounts that Israel Sub is legally or contractually required either (x) to deduct from its Employees' salaries or to transfer to such Employees' pension or provident fund, disability insurance, continuing education fund or other similar funds or (y) to withhold from its Employees' salaries and benefits and to pay to any Governmental Entity as required by the Tax Ordinance and by the National Insurance Law [Consolidated Version], 5755‑1995, the National Health Insurance Law, 5754‑1994 or otherwise, have, in each case, been duly deducted, transferred, withheld and paid in all material respects. (III) Israel Sub does not engage any Employee whose employment requires special licenses or permits. (f) There are no pending, or to the Company's Knowledge, threatened, legal claims or proceedings between the Company or any of the Subsidiaries and any current or former employee, director, consultant, officer or trade union. (g) Except as set forth in Section 3.16(g) of the Disclosure Schedule, the execution and delivery of the Transaction Documents, and the consummation of the transactions contemplated hereby will not (i) entitle any employee of the Company or any of the Subsidiaries to severance payment, employment compensation or any other form of payment, other than the consideration payable to the Sellers, in their capacity as such, as described in this Agreement or (ii) there accelerate the time of payment or vesting of, or increase the amount of, any other compensation due to any employee of the Company or any of the Subsidiaries. (h) Section 3.16(h) of the Disclosure Schedule lists all employee benefit plans and all bonus, stock option, share purchase, restricted share, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements (A) to which the Company or any Subsidiary is no unfair labor practice complaint against the Companies pending before the National Labor Relations Boarda party, (iiiB) there is no labor strikewith respect to which the Company or any Subsidiary has any obligation (other than by Law) or (C) which are maintained, disputecontributed to or sponsored by the Company or any Subsidiary for the benefit of any Employee (collectively, slowdown or stoppage actually pending or, the "Company Employee Plans"). The Company has furnished to the Knowledge Purchaser a complete and accurate copy of the Seller, threatened against the Companies, each Company Employee Plan. (ivi) there are no unpaid dues, assessments, fines or other expenses regarding the Companies relating to any union violation, audit and/or issue, and (v) except Except as set forth on in Section 2.12(a)(v3.16(i) of the Disclosure Schedule, no Company Disclosure LetterEmployee Plan or any agreement with any Employee provides post-termination medical, there are no collective bargaining health, disability, insurance or other labor union Contracts benefits to which the Companies are a party or by which the Companies are boundany Person for any reason, except for employee insurance plans and directors and officers insurance and indemnification agreements. (bj) Section 2.12(b) None of the Company Disclosure Letter sets forth a list as Company, either of the date of this Agreement of each material “employee benefit plan” (within Subsidiaries or any Company Employee Plans is subject to the meaning of Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) sponsored, maintained, or contributed to by the Companies in which present or former employees of the Companies (the “Company Employees”) participate or for which the Companies have any material liability (collectively, the “Benefit Plans”). Except as set forth in Section 2.12(b) of the Company Disclosure Letter, no Benefit Plan is a “defined benefit plan,” “multiple employer welfare arrangement,” “multiple employer plan,” or “multiemployer plan,” as such terms are defined in ERISA or the Codeamended. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Benefit Plans are in compliance with all applicable requirements of ERISA, the Code, and other applicable Laws and have been administered in accordance with their terms and such Laws. (d) There are no pending or, to the Knowledge of the Seller, threatened, claims with respect to any Benefit Plans, other than ordinary and usual claims for benefits by participants and beneficiaries, that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (e) The Companies do not have any material obligation to provide health or welfare benefits to former Company Employees, except to avoid excise tax under Section 4980B of the Code or as otherwise required by applicable Law.

Labor and Employee Benefit Matters. (a) Schedule 3.13(a) provides a list, as of the date of this Agreement, showing the names of all employees of the Company associated with the Business, their original dates of employment, job titles and salary rates of pay for salaried employees and hourly rates for hourly compensation employees. The Company is not indebted to nor a creditor of any employee of the Company, except, for accrued wages and salaries payable by their employer. (b) Except as would notfor employees represented by the Transportation Communications International Union, individually no employees of the Company are represented by any labor union or in similar organization and there are no pending or, to the aggregateKnowledge of the Company, reasonably be expected threatened activities the purpose of which is to have a achieve such representation of all or some of such employees. (c) The Company Material Adverse Effect, (i) the Companies are is operating and has been operating in compliance in all material respects with all applicable Laws respecting Legal Requirements covering employment and employment practices, terms and conditions of employment and wages and hours, ; and (ii) there is no unfair labor practice complaint against the Companies pending before the National Labor Relations Board, (iii) there is no labor strike, dispute, slowdown or stoppage actually pending or, to the Knowledge of the SellerCompany, threatened against or affecting the Companies, (iv) there are no unpaid dues, assessments, fines or other expenses regarding the Companies relating to any union violation, audit and/or issueCompany, and (v) except as set forth on Section 2.12(a)(v) of the Company Disclosure Letter, there are no collective bargaining has not experienced any work stoppage or other labor union Contracts to which the Companies are a party or by which the Companies are bounddifficulty. (bd) Section 2.12(bSchedule 3.13(d) of the Company Disclosure Letter sets forth provides a list as of the date of this Agreement description of each material “"employee benefit plan” " (within the meaning of as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")) and each personnel policy, employee manual or other written statements of rules or policies concerning employment, stock option plan, collective bargaining agreement, bonus plan or arrangement, which is sponsored, maintained, maintained or contributed to by the Companies in which present Sellers or former employees the Company for the benefit of the Companies (employees or agents of the “Company Employees”) participate Company, which has been so sponsored, maintained or for contributed to at any time during the Company's existence or with respect to which the Companies Company has or may have any material liability (collectivelyactual or contingent liability. True, correct and complete copies of each of the employee benefit plans and all other agreements, policies or arrangements described on Schedule 3.13(d), including all amendments thereto, have been furnished to Buyer. There has also been furnished to Buyer, with respect to each employee benefit plan required to file such report and description, the “Benefit Plans”)most recent report on Form 5500 and the summary plan description. Except as set forth in Section 2.12(b) To the Knowledge of the Company Disclosure LetterCompany, no Benefit Plan is a “defined all employee benefit plan,” “multiple employer welfare arrangement,” “multiple employer plan,” plans listed or “multiemployer plan,” required to be listed on Schedule 3.13(d) have timely complied and currently comply, both as such terms are defined in ERISA or the Code. (c) Except as would notto form and operation, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Benefit Plans are in compliance with all applicable requirements of ERISA, the Code, and other applicable Laws laws and have been administered in accordance with their terms and such Lawsapplicable Statements of Financial Accounting Standards. (d) There are no pending or, to the Knowledge of the Seller, threatened, claims with respect to any Benefit Plans, other than ordinary and usual claims for benefits by participants and beneficiaries, that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (e) The Companies do not have any material obligation to provide health or welfare benefits to former Company Employees, except to avoid excise tax under Section 4980B of the Code or as otherwise required by applicable Law.

Labor and Employee Benefit Matters. (a) Except as would notNo Employees of the Business are represented by any labor organization. No labor organization or group of Employees of the Business has made a pending demand for recognition, individually and there are no representation proceedings or in the aggregate, reasonably be expected to have petitions seeking a Company Material Adverse Effect, (i) the Companies are in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, (ii) there is no unfair labor practice complaint against the Companies pending before the National Labor Relations Board, (iii) there is no labor strike, dispute, slowdown or stoppage actually representation proceeding presently pending or, to the Knowledge of the Seller, threatened against to be brought or filed, with the Companies, (iv) there are no unpaid dues, assessments, fines or other expenses regarding the Companies relating to any union violation, audit and/or issue, and (v) except as set forth on Section 2.12(a)(v) of the Company Disclosure Letter, there are no collective bargaining National Labor Relations Board or other labor union Contracts to which relations tribunal. There is no organizing activity involving the Companies are a party or by which the Companies are bound. (b) Section 2.12(b) of the Company Disclosure Letter sets forth a list as of the date of this Agreement of each material “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) sponsored, maintained, or contributed to by the Companies in which present or former employees of the Companies (the “Company Employees”) participate or for which the Companies have any material liability (collectively, the “Benefit Plans”). Except as set forth in Section 2.12(b) of the Company Disclosure Letter, no Benefit Plan is a “defined benefit plan,” “multiple employer welfare arrangement,” “multiple employer plan,” or “multiemployer plan,” as such terms are defined in ERISA or the Code. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Benefit Plans are in compliance with all applicable requirements of ERISA, the Code, and other applicable Laws and have been administered in accordance with their terms and such Laws. (d) There are no Business pending or, to the Knowledge of the Seller, threatenedthreatened by any labor organization or group of Employees. (b) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of Seller, threatened against or involving the Business. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Seller, threatened by or on behalf of any Employee or group of Employees of the Business. (c) There are no complaints, charges or claims against Seller pending or, to Knowledge of Seller, threatened that could be brought or filed, with any Governmental Body based on, arising out of, in connection with or otherwise relating to the employment or termination of employment of or failure to employ, any individual at the Business. Seller is in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding or social security taxes and any similar tax except for immaterial non-compliance. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Business within the six (6) months prior to Closing. (d) Each material benefit, retirement, employment, consulting, compensation, incentive, bonus, stock option, restricted stock, stock appreciation right, phantom equity, deferred compensation, change in control, severance, termination, vacation, paid time off, welfare and fringe-benefit agreement, plan, policy and program in effect made to, for, or with any Benefit Plansof the managers, other than ordinary directors, officers, Employees, agents or representatives of the Business (each, a “Seller Welfare Plan”) and usual claims for benefits by participants and beneficiaries, that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectrelated trust complies with all applicable Laws. (e) The Companies do not have No Seller Welfare Plan will: (i) result in the payment to any material obligation to provide health Employee, director or welfare benefits to former Company Employees, except to avoid excise tax under Section 4980B consultant of the Code Business of any money or other property or (ii) accelerate the vesting of or provide any additional rights or benefits (including funding of compensation or benefits through a trust or otherwise) to any Employee, director or consultant of the Business, in each case, as otherwise required a result of the execution of this Agreement or the other documents contemplated by applicable Lawthe Transactions.

Labor and Employee Benefit Matters. (a) Except as would notNo Employees of Val-Tex are represented by any labor organization. No labor organization or group of Employees of Val-Tex has made a pending demand for recognition, individually and there are no representation proceedings or in the aggregate, reasonably be expected to have petitions seeking a Company Material Adverse Effect, (i) the Companies are in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, (ii) there is no unfair labor practice complaint against the Companies pending before the National Labor Relations Board, (iii) there is no labor strike, dispute, slowdown or stoppage actually representation proceeding presently pending or, to the Knowledge of the SellerVal-Tex, threatened against to be brought or filed, with the Companies, (iv) there are no unpaid dues, assessments, fines or other expenses regarding the Companies relating to any union violation, audit and/or issue, and (v) except as set forth on Section 2.12(a)(v) of the Company Disclosure Letter, there are no collective bargaining National Labor Relations Board or other labor union Contracts to which the Companies are a party or by which the Companies are bound. (b) Section 2.12(b) of the Company Disclosure Letter sets forth a list as of the date of this Agreement of each material “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) sponsored, maintained, or contributed to by the Companies in which present or former employees of the Companies (the “Company Employees”) participate or for which the Companies have any material liability (collectively, the “Benefit Plans”)relations tribunal. Except as set forth in Section 2.12(b) of the Company Disclosure Letter, There is no Benefit Plan is a “defined benefit plan,” “multiple employer welfare arrangement,” “multiple employer plan,” or “multiemployer plan,” as such terms are defined in ERISA or the Code. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Benefit Plans are in compliance with all applicable requirements of ERISA, the Code, and other applicable Laws and have been administered in accordance with their terms and such Laws. (d) There are no organizing activity involving Val-Tex pending or, to the Knowledge of the SellerVal-Tex, threatened, claims with respect to threatened by any Benefit Plans, other than ordinary and usual claims for benefits by participants and beneficiaries, that would, individually labor organization or in the aggregate, reasonably be expected to have a Company Material Adverse Effectgroup of Employees. (eb) The Companies do not have There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of Val-Tex, threatened against or involving Val-Tex. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Val-Tex, threatened by or on behalf of any material obligation Employee or group of Employees of Val-Tex. (c) There are no complaints, charges or claims against Val-Tex pending or, to provide health Knowledge of Val-Tex, threatened that could be brought or welfare benefits filed, with any Governmental Body based on, arising out of, in connection with or otherwise relating to former Company Employeesthe employment or termination of employment of or failure to employ, any individual at Val-Tex. Val-Tex is in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN and any similar state or local “mass layoff” or “plant closing” law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding or social security Taxes and any similar Tax except for immaterial non-compliance. There has been no “mass layoff” or “plant closing” (as defined by WARN) within the six (6) months prior to avoid excise tax under Section 4980B of the Code or as otherwise required by applicable LawClosing.

Labor and Employee Benefit Matters. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Companies are Company is in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, (ii) there is no unfair labor practice complaint against the Companies Company pending before the National Labor Relations Boardany Governmental Entity, (iii) there is no labor strike, dispute, slowdown or stoppage actually pending or, to the Knowledge of the Seller, threatened against the CompaniesCompany, (iv) there are no unpaid dues, assessments, fines or other expenses regarding the Companies Company relating to any union violation, audit and/or issue, and (v) except as set forth on Section 2.12(a)(v) of the Company Disclosure Letter, there are no collective bargaining or other labor union Contracts to which the Companies are Company is a party or by which the Companies are Company is bound. (b) Section 2.12(b) of the Company Disclosure Letter sets forth a list as of the date of this Agreement of each material “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) Program sponsored, maintained, or contributed to by the Companies Company in which present or former employees of the Companies (the “Company Employees”) participate or for which the Companies have Company has any material liability (collectively, the “Benefit Plans”). Except as set forth in Section 2.12(b) of the Company Disclosure Letter, no Benefit Plan is a “defined (pension or non-pension) employee benefit plan,” “multiple plan to which more than one employer welfare arrangement,” “multiple employer plan,” contributes and which is maintained pursuant to one or “multiemployer plan,” as such terms are defined in ERISA or the Codemore collective bargaining agreements. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Benefit Plans are in compliance with all applicable requirements of ERISA, the Code, and other applicable Laws and have been administered in accordance with their terms and such Laws. (d) There are no pending or, to the Knowledge of the Seller, threatened, claims with respect to any Benefit Plans, other than ordinary and usual claims for benefits by participants and beneficiaries, that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (e) The Companies do not have any material obligation to provide health or welfare benefits to former Company Employees, except to avoid excise tax under Section 4980B of the Code or as otherwise required by applicable Law.

Labor and Employee Benefit Matters. (a) Except as would not, individually or in the aggregate, reasonably be expected to have SCHEDULE 2.12 contains a Company Material Adverse Effect, (i) the Companies are in compliance in all material respects with all applicable Laws respecting employment true and employment practices, terms and conditions of employment and wages and hours, (ii) there is no unfair labor practice complaint against the Companies pending before the National Labor Relations Board, (iii) there is no labor strike, dispute, slowdown or stoppage actually pending or, to the Knowledge of the Seller, threatened against the Companies, (iv) there are no unpaid dues, assessments, fines or other expenses regarding the Companies relating to any union violation, audit and/or issue, and (v) except as set forth on Section 2.12(a)(v) of the Company Disclosure Letter, there are no collective bargaining or other labor union Contracts to which the Companies are a party or by which the Companies are bound. (b) Section 2.12(b) of the Company Disclosure Letter sets forth a complete list as of the date of this Agreement of each material “"employee benefit plan” (within the meaning of ," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")) , and each other employee benefit plan, welfare plan, program, agreement, policy or arrangement, sponsored, maintained, maintained or contributed to or required to be contributed to by the Companies in which present Company or former employees by any trade or business, whether or not incorporated (an "ERISA Affiliate"), that, together with the Company would be deemed a "single employer" within the meaning of Section 4001(a)(14) of ERISA, within six years prior to the Closing Date (the "Plans"). (b) With respect to each Plan, Seller has caused to be delivered to Purchaser, or will deliver to Purchaser within ten (10) days of the Companies date hereof, true and complete copies of (i) the “Company Employees”Plan documents, if any (including all amendments thereto), as currently constituted on the date hereof, (ii) participate the annual reports and actuarial reports for the last three years, (iii) the most recent Summary Plan Description and Summary of Material modifications, if applicable, and all material employee communications for each plan, (iv) any trust or for which other funding agreement (including all amendments thereto) relating thereto as in effect on the Companies have any material liability date hereof and the latest financial statements thereof and (collectivelyv) with respect to each Plan that is intended to be qualified under Section 401 of the Code, the “Benefit Plans”). Except as set forth in Section 2.12(b) of most recent determination letter received from the Company Disclosure Letter, no Benefit Plan is a “defined benefit plan,” “multiple employer welfare arrangement,” “multiple employer plan,” or “multiemployer plan,” as such terms are defined in ERISA or the CodeInternal Revenue Service. (c) Except as would disclosed on SCHEDULE 2.12, neither the Company nor any ERISA Affiliate has any formal plan or commitment, whether legally binding or not, individually to create any additional Plan or in the aggregatemodify or change any existing Plan, reasonably be expected to have a Company Material Adverse Effect, the Benefit Plans are in compliance with all applicable requirements of ERISA, other than as required by the Code, and ERISA or regulations or other applicable Laws and have been administered in accordance with their terms and such Lawsrequirements of the Internal Revenue Service or the Department of Labor issued thereunder. (d) There are no pending orExcept as disclosed on SCHEDULE 2.12, neither the Company nor any ERISA Affiliate maintains or contributes to the Knowledge or has ever maintained or contributed to or has any liability to or under any Plan which is subject to Title IV of ERISA or Section 412 of the Seller, threatened, claims with respect to any Benefit Plans, other than ordinary and usual claims for benefits by participants and beneficiaries, that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectCode. (e) Neither the Company nor any ERISA Affiliate is, or has ever been, obligated to make contributions to or is, or has ever been, otherwise subject to a "multiemployer plan" as defined in Section 3(37) of ERISA. (f) To Seller's knowledge, no prohibited transaction, as described in Section 406 of ERISA, has occurred with respect to any Plan and no tax has been imposed pursuant to Sections 4975 or 4976 of the Code. Nor has there been any breach of duty under ERISA or other applicable law which could result, directly or indirectly, in any taxes, penalties or other liability to the Company or any ERISA Affiliate. (g) Full payment has been made of all amounts which the Company or any ERISA Affiliate is required to pay to each Plan through the date hereof and all amounts properly accrued through the Closing Date with respect to any Plan will be properly recorded in the financial statements of the Company. (h) To Seller's knowledge, each Plan has been operated and administered in all material respects in accordance with applicable laws. The Companies do not have Company knows of no pending, threatened or anticipated claims, litigation, arbitration or governmental investigation with respect to any material obligation Plan. To Seller's knowledge, each Plan which is intended to provide health or welfare benefits to former Company Employees, except to avoid excise tax under be qualified within the meaning of Section 4980B 401(a) of the Code is so qualified and has been qualified from the effective date of such Plan through the Closing Date.. (i) Except for payments made pursuant to any arrangement, plan, contract or trust which is disclosed on SCHEDULE 2.12, no Plan provides benefits with respect to current or former employees of the Company or any ERISA Affiliate beyond their retirement or other termination of service, except as otherwise required by applicable Lawlaw. (j) With respect to each Plan that is funded wholly or partially through an insurance policy, there will be no material liability of the Company or any ERISA Affiliate, as of the Closing Date, under any such insurance policy or ancillary agreement with respect to such insurance policy in the nature of a retroactive rate adjustment, loss sharing arrangement or other actual or contingent liability arising wholly or partially out of events occurring prior to the Closing Date.

Labor and Employee Benefit Matters. (a) Except Section 3.12(a) of the Disclosure Schedule lists all Benefit Plans. No Benefit Plan is subject to Section 302 or Title IV of ERISA or Section 412 of the Code. No Benefit Plan is a "multi-employer plan" (as would notsuch term is defined in Section 3(37) or 4001 of ERISA). (b) With respect to each Benefit Plan, individually the Seller has made available to the Purchaser true, complete and correct copies of (to the extent applicable): (i) all documents pursuant to which the Benefit Plan is maintained, funded and administered (including the plan and trust documents, any amendments thereto, the summary plan descriptions, and any insurance contracts or in service provider agreements); (ii) the aggregatethree most recent annual reports (IRS Form 5500 series) filed with the IRS (with applicable attachments); and (iii) the most recent determination letter, reasonably be expected if any, received from the IRS. (c) Section 3.12(c) of the Disclosure Schedule lists each Business Employee by identification number, including his or her work location, job title, current base rate of wages or salary, and whether he or she is eligible for any incentive compensation or bonus. (d) During the two-year period ending on the Closing Date, with respect to any operation of the Seller that employs any of the Business Employees: (i) there has not been (and to the Seller's knowledge there is not now threatened) any strike, lockout, picketing, primary or secondary boycott, handbilling, concerted work stoppage or slowdown, or similar, material labor dispute; (ii) no employees of the Seller have been represented by any labor organization with respect to their employment by the Seller; (iii) the Seller has not been a party to or negotiated any collective bargaining agreement, labor contract, or other written or oral agreement or understanding with any labor organization covering wages, hours, or terms or conditions of employment; (iv) no labor organization or employee of the Seller has, to the Seller's knowledge, attempted to organize any of the Seller's employees, made a demand for voluntary recognition, presented the Seller with any petitions or authorization cards seeking to have a Company Material Adverse Effectlabor organization represent any group of the Seller's employees, (i) the Companies are in compliance in all material respects filed any representation petition with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, (ii) there is no unfair labor practice complaint against the Companies pending before the National Labor Relations Board, or given the Seller notice of any election of a collective bargaining representative (iii) there is no labor strike, dispute, slowdown or stoppage actually pending ornor, to the Knowledge Seller's knowledge, has any of the Seller, threatened against the Companies, (iv) there are no unpaid dues, assessments, fines or other expenses regarding the Companies relating to any union violation, audit and/or issue, these actions been threatened); and (v) except as set forth on the Seller has not authorized any employer or multiemployer association or organization to represent the Seller in collective bargaining with any labor organization. (e) The Seller has made available to the Purchaser all Employment Contracts, which include (i) all written agreements between the Seller and any Business Employee that describe any terms or conditions of employment for any Business Employee, including any and all employment agreements, retention agreements, severance agreements, compensation agreements change of control agreements, consulting agreements; and (ii) all written agreements between the Seller and any Business Employee that (A) impose upon any Business Employee any obligation with respect to the assignment of inventions or the nondisclosure or confidentiality of proprietary or confidential information or (B) restrict the activities of any Business Employee during or after his or her employment by the Seller, including any agreement that restricts any Business Employee's ability to compete with any Person, provide services to any Person, solicit any Person's employees, or solicit any Person's customers or prospective customers (the "Employment Contracts"). (f) Each Benefit Plan that is intended to be qualified under Section 2.12(a)(v401(a) of the Company Disclosure LetterCode has received a determination from the IRS that such Benefit plan is so qualified, there are no collective bargaining or other labor union Contracts and nothing has occurred since the date of such determination that would reasonably be expected to which the Companies are a party or by which the Companies are boundcause such determination letter to become unreliable. (bg) Section 2.12(bEach Benefit Plan that is subject to the health care continuation requirements of COBRA has been administered in material compliance with such requirements. No Benefit Plan provides medical or life or other welfare benefits to any current or future retired or terminated employee (or any dependent thereof) of the Company Disclosure Letter sets forth a list Seller other than as of the date of required pursuant to COBRA or applicable state law. (h) The transactions contemplated by this Agreement would not reasonably be expected to constitute transactions to evade or avoid liability (as described in Section 4069(a) or 4212(c) of each material “employee benefit plan” ERISA). (i) The transactions contemplated by this Agreement would not reasonably be expected to constitute nonexempt prohibited transactions (within the meaning of Section 3(3) 406 of ERISA and Section 4975 of the Employee Retirement Income Security Act of 1974, as amended Code). (“ERISA”)j) sponsored, maintained, or contributed to by the Companies in which present or former employees of the Companies (the “Company Employees”) participate or for which the Companies have any material liability (collectively, the “Benefit Plans”). Except as set forth in Section 2.12(b3.12(j) of the Company Disclosure LetterSchedule, no Benefit Plan is Business Employee has any plans to terminate his or her employment with the Seller on or before the Closing Date (other than in connection with accepting employment with the Purchaser). (k) Section 3.12(k) of the Disclosure Schedule sets forth a “true, complete and correct list, by work location, of all employees of the Seller whose services were performed primarily for the benefit of any of the Purchased Assets and who have suffered an "employment loss "or "mass layoff"—as defined by WARN—during the 90-day period prior to the date of this Agreement. On the Closing Date, the Seller shall provide the Purchaser with an updated version of Section 3.12(k) of the Disclosure Schedule, listing all employees of the Seller whose services were performed primarily for the benefit plan,” “multiple employer welfare arrangement,” “multiple employer plan,” of the Purchased Assets and who have suffered an "employment loss" or “multiemployer plan,” "mass layoff" (as such those terms are defined in ERISA or by WARN) during the Code90-day period ending on and including the Closing Date. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Benefit Plans are in compliance with all applicable requirements of ERISA, the Code, and other applicable Laws and have been administered in accordance with their terms and such Laws. (d) There are no pending or, to the Knowledge of the Seller, threatened, claims with respect to any Benefit Plans, other than ordinary and usual claims for benefits by participants and beneficiaries, that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (e) The Companies do not have any material obligation to provide health or welfare benefits to former Company Employees, except to avoid excise tax under Section 4980B of the Code or as otherwise required by applicable Law.

Labor and Employee Benefit Matters. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) The employees employed by the Companies Company and its Subsidiaries are not represented by any labor union or other labor representative, (ii) there are no collective bargaining agreements or other similar arrangements in effect with respect to such employees and (iii) there are no other Persons attempting to represent or organize or purporting to represent for bargaining purposes any employees employed by the Company or any of its Subsidiaries. (i) Since January 1, 1996 there has not occurred or been threatened any strikes, slow downs, picketing, work stoppages, concerted refusals to work or other similar labor activities with respect to employees employed by the Company or any of its Subsidiaries and (ii) no material grievance or arbitration or other Proceeding arising out of or under any collective bargaining agreement relating to the Company or any of its Subsidiaries is pending or threatened. (c) The Company and each Subsidiary are in compliance in all material respects with all applicable Laws respecting Legal Requirements relating to the employment and employment practices, terms and conditions or termination of employment and wages and hoursof all former, (ii) there is no unfair labor practice complaint against the Companies pending before the National Labor Relations Board, (iii) there is no labor strike, dispute, slowdown or stoppage actually pending or, to the Knowledge of the Seller, threatened against the Companies, (iv) there are no unpaid dues, assessments, fines or other expenses regarding the Companies relating to any union violation, audit and/or issuecurrent, and (v) except as set forth on Section 2.12(a)(v) of the Company Disclosure Letterprospective employees, there are no collective bargaining or other labor union Contracts to which the Companies are a party or by which the Companies are bound. (b) Section 2.12(b) of the Company Disclosure Letter sets forth a list as of the date of this Agreement of each material “employee benefit plan” independent contractors and "leased employees" (within the meaning of Section 3(3414(n) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) sponsored, maintained, or contributed to by the Companies in which present or former employees of the Companies (the “Company Employees”) participate or for which the Companies have any material liability (collectively, the “Benefit Plans”). Except as set forth in Section 2.12(bCode) of the Company Disclosure Letter, no Benefit Plan is a “defined benefit plan,” “multiple employer welfare arrangement,” “multiple employer plan,” or “multiemployer plan,” as such terms are defined in ERISA or the Code. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Benefit Plans are in compliance with all applicable requirements of ERISA, the Code, and other applicable Laws and have been administered in accordance with their terms and such Lawseach Subsidiary. (d) No individual has been treated by the Company or any Subsidiary as a "leased employee" (within the meaning of Section 414(n) of the Code). There are no material complaints, charges or claims against the Company or any Subsidiary pending oror threatened to be brought by or filed with any Governmental Entity based on, arising out of, in connection with or otherwise relating to the Knowledge employment or termination of employment by the Company or any Subsidiary of any individual involved in the business of the SellerCompany or any Subsidiary, threatenedincluding individuals classified by the Company or any Subsidiary as independent contractors or "leased employees" (within the meaning of Section 414(n) of the Code), claims with respect or the failure to employ any Benefit Plansindividual, other than ordinary including, without limitation, any claim relating to employment discrimination, equal pay, employee safety and usual claims for benefits by participants health, immigration, wages and beneficiaries, that would, individually hours or in the aggregate, reasonably be expected to have a Company Material Adverse Effectworkers' compensation. (e) The Companies do There are no material liabilities, whether absolute or contingent, to any employees employed by the Company or any Subsidiary relating to workers compensation benefits that are not fully insured against by a bona fide third- party insurance carrier. All premiums required to have any material obligation been paid to provide health date under the insurance policy or welfare benefits fund with respect to former Company Employeeseach workers' compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, except have been paid, all premiums required to avoid excise tax be paid under Section 4980B the insurance policy or fund through the Closing will have been paid on or before the Closing and, as of the Code Closing, there will be no material liability of the Company or as otherwise required by applicable Lawany Subsidiary under any such insurance policy, fund or ancillary agreement with respect to such insurance policy or fund in the nature of a retroactive rate adjustment, loss sharing arrangement or other actual or contingent liability arising wholly or partially out of events occurring prior to the Closing.

Labor and Employee Benefit Matters. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Pride Material Adverse Effect, (i) the Companies are Pride is in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, (ii) there is no unfair labor practice complaint against the Companies Pride pending before the National Labor Relations Boardany Governmental Entity, (iii) there is no labor strike, dispute, slowdown or stoppage actually pending or, to the Knowledge of the SellerPride Shareholders, threatened against the CompaniesPride, (iv) there are no unpaid dues, assessments, fines or other expenses regarding the Companies Pride relating to any union violation, audit and/or issue, and (v) except as set forth on Section 2.12(a)(v2.15(a) of the Company Pride Disclosure Letter, there are no collective bargaining or other labor union Contracts to which the Companies are Pride is a party or by which the Companies are Pride is bound. (b) Section 2.12(b2.15(b) of the Company Pride Disclosure Letter sets forth a list as of the date of this Agreement of each material “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) Program sponsored, maintained, or contributed to by the Companies Pride in which present or former employees of the Companies (the “Company Employees”) Pride participate or for which the Companies have Pride has any material liability (collectively, the “Benefit Plans”). Except as set forth in Section 2.12(b2.15(b) of the Company Pride Disclosure Letter, no Benefit Plan is a “defined (pension or non-pension) employee benefit plan,” “multiple plan to which more than one employer welfare arrangement,” “multiple employer plan,” contributes and which is maintained pursuant to one or “multiemployer plan,” as such terms are defined in ERISA or the Codemore collective bargaining agreements. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Pride Material Adverse Effect, the Benefit Plans are in compliance with all applicable requirements of ERISA, the Code, and other applicable Laws and have been administered in accordance with their terms and such Laws. (d) There are no pending or, to the Knowledge of the SellerPride Shareholders, threatened, claims with respect to any Benefit Plans, other than ordinary and usual claims for benefits by participants and beneficiaries, that would, individually or in the aggregate, reasonably be expected to have a Company Pride Material Adverse Effect. (e) The Companies do not have any material obligation to provide health or welfare benefits to former Company Employees, except to avoid excise tax under Section 4980B of the Code or as otherwise required by applicable Law.

Labor and Employee Benefit Matters. (a) Except Section 3.12(a) of the Disclosure Schedule lists all Benefit Plans. No Benefit Plan is subject to Section 302 or Title IV of ERISA or Section 412 of the Code. No Benefit Plan is a “multi-employer plan” (as would notsuch term is defined in Section 3(37) or 4001 of ERISA). (b) With respect to each Benefit Plan, individually the Seller has made available to the Purchaser true, complete and correct copies of (to the extent applicable): (i) all documents pursuant to which the Benefit Plan is maintained, funded and administered (including the plan and trust documents, any amendments thereto, the summary plan descriptions, and any insurance contracts or in service provider agreements); (ii) the aggregatethree most recent annual reports (IRS Form 5500 series) filed with the IRS (with applicable attachments); and (iii) the most recent determination letter, reasonably be expected if any, received from the IRS. (c) Section 3.12(c) of the Disclosure Schedule lists each Business Employee by identification number, including his or her work location, job title, current base rate of wages or salary, and whether he or she is eligible for any incentive compensation or bonus. (d) During the two-year period ending on the Closing Date, with respect to any operation of the Seller that employs any of the Business Employees: (i) there has not been (and to the Seller’s knowledge there is not now threatened) any strike, lockout, picketing, primary or secondary boycott, handbilling, concerted work stoppage or slowdown, or similar, material labor dispute; (ii) no employees of the Seller have been represented by any labor organization with respect to their employment by the Seller; (iii) the Seller has not been a party to or negotiated any collective bargaining agreement, labor contract, or other written or oral agreement or understanding with any labor organization covering wages, hours, or terms or conditions of employment; (iv) no labor organization or employee of the Seller has, to the Seller’s knowledge, attempted to organize any of the Seller’s employees, made a demand for voluntary recognition, presented the Seller with any petitions or authorization cards seeking to have a Company Material Adverse Effectlabor organization represent any group of the Seller’s employees, (i) the Companies are in compliance in all material respects filed any representation petition with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, (ii) there is no unfair labor practice complaint against the Companies pending before the National Labor Relations Board, or given the Seller notice of any election of a collective bargaining representative (iii) there is no labor strike, dispute, slowdown or stoppage actually pending ornor, to the Knowledge Seller’s knowledge, has any of the Seller, threatened against the Companies, (iv) there are no unpaid dues, assessments, fines or other expenses regarding the Companies relating to any union violation, audit and/or issue, these actions been threatened); and (v) except as set forth on the Seller has not authorized any employer or multiemployer association or organization to represent the Seller in collective bargaining with any labor organization. (e) The Seller has made available to the Purchaser all Employment Contracts, which include (i) all written agreements between the Seller and any Business Employee that describe any terms or conditions of employment for any Business Employee, including any and all employment agreements, retention agreements, severance agreements, compensation agreements change of control agreements, consulting agreements; and (ii) all written agreements between the Seller and any Business Employee that (A) impose upon any Business Employee any obligation with respect to the assignment of inventions or the nondisclosure or confidentiality of proprietary or confidential information or (B) restrict the activities of any Business Employee during or after his or her employment by the Seller, including any agreement that restricts any Business Employee’s ability to compete with any Person, provide services to any Person, solicit any Person’s employees, or solicit any Person’s customers or prospective customers (the “Employment Contracts”). (f) Each Benefit Plan that is intended to be qualified under Section 2.12(a)(v401(a) of the Company Disclosure LetterCode has received a determination from the IRS that such Benefit plan is so qualified, there are no collective bargaining or other labor union Contracts and nothing has occurred since the date of such determination that would reasonably be expected to which the Companies are a party or by which the Companies are boundcause such determination letter to become unreliable. (bg) Section 2.12(bEach Benefit Plan that is subject to the health care continuation requirements of COBRA has been administered in material compliance with such requirements. No Benefit Plan provides medical or life or other welfare benefits to any current or future retired or terminated employee (or any dependent thereof) of the Company Disclosure Letter sets forth a list Seller other than as of the date of required pursuant to COBRA or applicable state law. (h) The transactions contemplated by this Agreement would not reasonably be expected to constitute transactions to evade or avoid liability (as described in Section 4069(a) or 4212(c) of each material “employee benefit plan” ERISA). (i) The transactions contemplated by this Agreement would not reasonably be expected to constitute nonexempt prohibited transactions (within the meaning of Section 3(3) 406 of ERISA and Section 4975 of the Employee Retirement Income Security Act of 1974, as amended Code). (“ERISA”)j) sponsored, maintained, or contributed to by the Companies in which present or former employees of the Companies (the “Company Employees”) participate or for which the Companies have any material liability (collectively, the “Benefit Plans”). Except as set forth in Section 2.12(b3.12(j) of the Company Disclosure LetterSchedule, no Benefit Plan is Business Employee has any plans to terminate his or her employment with the Seller on or before the Closing Date (other than in connection with accepting employment with the Purchaser). (k) Section 3.12(k) of the Disclosure Schedule sets forth a true, complete and correct list, by work location, of all employees of the Seller whose services were performed primarily for the benefit of any of the Purchased Assets and who have suffered an “employment loss “ or “mass layoff” — as defined by WARN — during the 90-day period prior to the date of this Agreement. On the Closing Date, the Seller shall provide the Purchaser with an updated version of Section 3.12(k) of the Disclosure Schedule, listing all employees of the Seller whose services were performed primarily for the benefit plan,” of the Purchased Assets and who have suffered an “multiple employer welfare arrangement,” “multiple employer plan,employment loss” or “multiemployer plan,mass layoff” (as such those terms are defined in ERISA or by WARN) during the Code90-day period ending on and including the Closing Date. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Benefit Plans are in compliance with all applicable requirements of ERISA, the Code, and other applicable Laws and have been administered in accordance with their terms and such Laws. (d) There are no pending or, to the Knowledge of the Seller, threatened, claims with respect to any Benefit Plans, other than ordinary and usual claims for benefits by participants and beneficiaries, that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (e) The Companies do not have any material obligation to provide health or welfare benefits to former Company Employees, except to avoid excise tax under Section 4980B of the Code or as otherwise required by applicable Law.

Labor and Employee Benefit Matters. (a) Except No Seller has any contracts of employment with any employee and no Seller is a party to or subject to any collective bargaining agreements with respect to the Business. Each Seller has delivered to Buyer a true and complete list of all officers and key employees and a complete list of all other employees, in each case with their job titles and compensation, of the Business as would notof the Closing Date. Each of the employees of each of the Sellers who is by law subject to immigration control, individually has been granted appropriate permission to remain in PRC or any other applicable jurisdiction and has a valid work permit issued in relation to his employment with such Seller and has obtained all necessary extensions to his leave to remain in Hong Kong, PRC or any other applicable jurisdiction and so far as the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Companies Seller Principal is aware there are in compliance existence no grounds upon which any such leave to remain or work permit might be curtailed or the employee may be required to leave PRC or any other applicable jurisdiction in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, (ii) there is no unfair labor practice complaint against the Companies pending before the National Labor Relations Board, (iii) there is no labor strike, dispute, slowdown or stoppage actually pending or, which his services to the Knowledge of the Seller, threatened against the Companies, (iv) there such Company are no unpaid dues, assessments, fines or other expenses regarding the Companies relating required to any union violation, audit and/or issue, and (v) except as set forth on Section 2.12(a)(v) of the Company Disclosure Letter, there are no collective bargaining or other labor union Contracts to which the Companies are a party or by which the Companies are boundbe performed. (b) Section 2.12(b) of the Company Disclosure Letter sets forth a list as of the date of this Agreement of each material Each Seller does not have an “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) sponsored, maintainedas applied to the jurisdictions of the Sellers and Seller Principals (“Employee Benefit Plan”)), and each other employment, pension, welfare, savings, deferred compensation, severance, termination, holiday, vacation, sick leave, performance, incentive, bonus, insurance, stock option, stock purchase or contributed other equity-based plan, program, arrangement or understanding with respect to by the Companies which any Seller contributes or has aggregate liability in which respect of present or former employees of the Companies Business in excess of $10,000 (the “Company Employees”) participate or for which the Companies have any material liability (collectivelycollectively with each Employee Benefit Plan, the “Benefit PlansPlan”). Except as set forth in Section 2.12(b) of the Company Disclosure Letter, no Benefit Plan is a “defined benefit plan,” “multiple employer welfare arrangement,” “multiple employer plan,” or “multiemployer plan,” as such terms are defined in ERISA or the Code. (c) Except No employee of any Seller will be entitled to any additional benefits or any acceleration of the time of payment or vesting of any benefits under any Benefit Plan as would not, individually or in a result of the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Benefit Plans are in compliance with all applicable requirements of ERISA, the Code, and other applicable Laws and have been administered in accordance with their terms and such Lawstransactions contemplated by this Agreement. (d) There are no pending or, to the Knowledge The consummation of the Seller, threatened, claims transactions contemplated by this Agreement shall not give rise to any liability with respect to any Benefit Plans, other than ordinary and usual claims for benefits by participants and beneficiaries, that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectPlan. (e) The Companies do not have No Seller is indebted to any material obligation of its present or former employees in any amount whatsoever, other than for accrued wages, bonuses and related benefits and reasonable reimbursable business expenses incurred in the ordinary course of business. (f) No Seller has outstanding and unsatisfied, in whole or in part, any loan or advance to provide health any of its present or welfare benefits former employees, other than reasonable advances for business and related expenses made in the ordinary course of business. (g) Each Seller has complied in all respects with all laws relating to former Company Employeesemployment practices, except to avoid excise tax under Section 4980B terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining and other requirements, the Code or as otherwise required by applicable Lawpayment of social security and other Taxes and occupational safety and health.