Common use of Payments and Compliance Clause in Contracts

Payments and Compliance. With respect to each Employee Plan/Agreement, (i) all payments due from Company to date have been made and all amounts properly accrued to date as liabilities of Company which have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance Sheet; (ii) Company has complied with, and each such Employee Plan/Agreement conforms in form and operation to, all applicable laws and regulations, including but not limited to ERISA and the Code, in all respects and all reports and information relating to such Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (iv) each such Employee Plan/Agreement which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; (iv) there are no actions, suits or claims pending (other than routine claims for benefits) or threatened with respect to such Employee Plan/Agreement or against the assets of such Employee Plan/Agreement; and (v) no Employee Plan/Agreement is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With respect to each Employee Plan/Agreement, (i) all payments due from Company to date have been made and all amounts properly accrued to date as liabilities of Company which have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance Sheet; (ii) Company has complied with, and each such Employee Plan/Agreement conforms in form and operation to, all applicable laws and regulations, including but not limited to ERISA and the Code, in all respects and all reports and information relating to such Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (iv) each such Employee Plan/Agreement which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; (ivv) there are no actions, suits or claims pending (other than routine claims for benefits) or threatened with respect to such Employee Plan/Agreement or against the assets of such Employee Plan/Agreement; and (vvi) no Employee Plan/Agreement is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With respect to each Employee Plan/Agreement, (i) all payments due from Company to date have been made and all amounts properly accrued to date as liabilities of Company which have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance SheetGAAP Financial Statements; (ii) Company has complied with, and each such Employee Plan/Agreement conforms in form and operation to, all applicable laws and regulations, including but not limited to ERISA and the Code, in all respects and all reports and information relating to such Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (iv) each such Employee Plan/Agreement which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; (iv) there are no actions, suits or claims pending (other than routine claims for benefits) or threatened with respect to such Employee Plan/Agreement or against the assets of such Employee Plan/Agreement; and (v) no Employee Plan/Agreement is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With respect to each Employee Plan/Agreement, : (i) all payments due from Company the Employee Plan/Agreement (or from the Group Companies with respect to date the Employee Plan/Agreement) have been made made, and all amounts properly accrued to date as liabilities of Company which Liabilities that have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance SheetGroup Companies; (ii) Company has the Group Companies have complied with, and each such the Employee Plan/Agreement conforms in form and operation to, all applicable laws Laws and regulations, including but not limited to ERISA and the Code, in all respects and Orders; (iii) all reports and information relating to such the Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed Governmental Entity or provided to participants or their beneficiaries have been timely filed or disclosed and, when filed or provideddisclosed, were correct and complete; (iv) each such Employee Plan/Agreement which that is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service IRS that addresses all currently applicable qualification requirements with respect to such qualificationplan, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has adversely affected or is reasonably likely to adversely affect such qualification or exemption; (ivv) there are is no actions, suits or claims Litigation pending (other than routine claims for benefitsbenefits being reviewed pursuant to the plan’s internal claim and approval process) or threatened or anticipated with respect to such the Employee Plan/Agreement or against the assets of such the Employee Plan/Agreement; and (vvi) no the Employee Plan/Agreement is not a plan which that is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With respect to each Employee Plan/Agreement, (i) all payments due from Company to date have been made and all amounts properly accrued to date as liabilities of Company which have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance SheetFinancial Statements; (ii) Company has complied with, and each such Employee Plan/Agreement conforms in form and operation to, all applicable laws and regulations, including but not limited to ERISA and the Code, in all respects and all reports and information relating to such Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (iv) each such Employee Plan/Agreement which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; (ivv) there are no actions, suits or claims pending (other than routine claims for benefits) or threatened with respect to such Employee Plan/Agreement or against the assets of such Employee Plan/Agreement; and (vvi) no Employee Plan/Agreement is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With respect to each Employee Plan/Agreement, (i) all payments currently due and owing from the Company and any Subsidiary to date have been made and all amounts properly accrued to date as liabilities of the Company or any Subsidiary which have not been paid have been properly recorded on the books of the Company and the Subsidiaries and are reflected in the Recent Balance SheetSheet in accordance with GAAP; (ii) the Company has and the Subsidiaries have materially complied with, and each such Employee Plan/Agreement conforms in form and operation to, all applicable laws and regulations, including but not limited to ERISA and the Code, in all material respects and all reports and information relating to such Employee Plan/Agreement required to be filed with any governmental entity Governmental Entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (iv) each such Employee Plan/Agreement which is intended to qualify under Section 401 of the Code has received a favorable - 14 - 15 determination (or, in the case of a standardized plan, the opinion) letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is likely to adversely affect have a material adverse effect on such qualification or exemption; (iv) there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Company or the Subsidiaries, threatened with respect to such Employee Plan/Agreement or against the assets of such Employee Plan/Agreement; and (v) no Employee Plan/Agreement is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.. (g)

Payments and Compliance. With respect to each ----------------------- Employee Plan/Agreement, (i) all payments due from Company to date have been made and all amounts properly accrued to date as liabilities Liabilities of Company which have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance Sheet; (ii) Company has complied with, and each such Employee Plan/Plan/ Agreement conforms in form and operation to, all applicable laws and regulations, including but not limited to ERISA and the Code, in all respects and all reports and information relating to such Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (iv) each such Employee Plan/Agreement which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; (ivv) there are no actions, suits or claims pending (other than routine claims for benefits) or threatened with respect to such Employee Plan/Agreement or against the assets of such Employee Plan/Agreement; and (vvi) no Employee Plan/Agreement is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens, except for such failures to comply with clauses (i) through (vi) above which, individually or in the aggregate, have not resulted in, and are not reasonably likely to result in, a Company Material Adverse Effect.

Payments and Compliance. With respect to each Employee Plan/Agreement, (i) all payments due from Company to date have been made and all amounts properly accrued to date as liabilities of Company which have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance Sheet; (ii) Company has complied with, and each such Employee Plan/Agreement conforms in form and operation to, all applicable laws and regulations, including but not limited to ERISA and the Code, in all respects respects, and all reports and information relating to such Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (iv) each such Employee Plan/Agreement which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; (iv) there are no actions, suits or claims pending (other than routine claims for benefits) or threatened with respect to such Employee Plan/Agreement or against the assets of such Employee Plan/Agreement; and (v) no Employee Plan/Agreement is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With respect to each Employee ----------------------- Plan/Agreement, (i) all payments due from Company Seller to date have been made and all amounts properly accrued to date as liabilities of Company Seller which have not been paid have been properly recorded on the books of Company Seller and are reflected in the Recent Balance SheetGAAP Financial Statements; (ii) Company Seller has complied with, and each such Employee Plan/Agreement conforms in form and operation to, all applicable laws and regulations, including but not limited to ERISA and the Code, in all respects and all reports and information relating to such Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (iv) each such Employee Plan/Agreement which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; (iv) there are no actions, suits or claims pending (other than routine claims for benefits) or threatened with respect to such Employee Plan/Agreement or against the assets of such Employee Plan/Agreement; and (v) no Employee Plan/Agreement is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With respect to each Employee Plan/Agreement, (i) all payments due from the Employee Plan/Agreement (or from any Company with respect to date each such Employee Plan/Agreement) have been made made, and all amounts properly accrued to date as liabilities of Company which Liabilities that have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance Sheetapplicable Company; (ii) each Company has materially complied with, and each such the Employee Plan/Agreement conforms have been operated, maintained and administered in form and operation toall material respects in compliance with, its terms and, all applicable laws Laws and regulations, including but not limited to ERISA and the Code, in all respects and Orders; (iii) all reports and information relating to such the Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed Governmental Entity or provided to participants or their beneficiaries have been timely disclosed filed or provideddisclosed; (iv) each such Employee Plan/Agreement which that is intended to qualify under Section 401 of the Code (or an opinion or advisory letter, as applicable) has received a favorable determination letter from the Internal Revenue Service IRS that addresses all currently applicable qualification requirements with respect to such qualificationplan, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has would reasonably be expected to have adversely affected or is reasonably likely to adversely affect such qualification or exemption; (ivv) there are is no actions, suits or claims Litigation pending (other than routine claims for benefitsbenefits being reviewed pursuant to the plan’s internal claim and approval process) or or, to the Companies’ knowledge, threatened with respect to such the Employee Plan/Agreement or against the assets of such the Employee Plan/Agreement; and (vvi) no the Employee Plan/Agreement is not a plan which that is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With respect to each Employee Plan/Agreement, Agreement (iA) all material payments due from Company each Seller to date have been made and all amounts properly accrued to date as liabilities of Company which have not been paid but which, under GAAP, are required to be accrued as Liabilities of Sellers as of the Interim Balance Sheet Date, have been properly recorded on the books of Company Sellers and are reflected in the Recent Interim Balance Sheet; (ii) Company has complied with, and each such Employee Plan/Agreement conforms in form and operation to, all applicable laws and regulations, including but not limited to ERISA and the Code, in all respects and all reports and information relating to such Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iiiB) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or providedprovided except to the extent any failure to do so would not result in a material liability of any Seller; and (ivC) except as set forth in Schedule 3.26, each such Employee Plan/Agreement which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and to the knowledge of Sellers, nothing has occurred since the date of such letter that has or is likely to would adversely affect such qualification or exemption; (iv) there are no actions, suits or claims pending (other than routine claims for benefits) or threatened with respect to . Each trust created under any such Employee Plan/Agreement or against is exempt from tax under Section 501(a) of the assets Code and has been so exempt during the period from creation to date. Sellers have furnished Buyer with the most recent determination letters of the Internal Revenue Service relating to each such Employee Plan/Agreement; and (v) no . Each Employee Plan/Agreement is has been maintained in compliance with its terms and with the requirements prescribed by any and all applicable Laws, including but not limited to ERISA and the Code, except to the extent failure to do so would not have a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliensMaterial Adverse Effect.

Payments and Compliance. With respect to each Employee Plan/Agreement, : (i) all payments due from the Employee Plan/Agreement (or from the Company with respect to date the Employee Plan/Agreement) have been made made, and all amounts properly accrued to date as liabilities of Company which Liabilities that have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance SheetCompany; (ii) the Company has complied with, and each such the Employee Plan/Agreement conforms in form and operation to, all applicable laws Laws and regulations, including but not limited to ERISA and the Code, in all respects and Orders; (iii) all reports and information relating to such the Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed Governmental Entity or provided to participants or their beneficiaries have been timely filed or disclosed and, when filed or provideddisclosed, were correct and complete; (iv) each such Employee Plan/Agreement which that is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service IRS that addresses all currently applicable qualification requirements with respect to such qualificationplan, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has adversely affected or is reasonably likely to adversely affect such qualification or exemption; (ivv) there are is no actions, suits or claims Litigation pending (other than routine claims for benefitsbenefits being reviewed pursuant to the plan’s internal claim and approval process) or, to the Company’s knowledge, threatened or threatened anticipated with respect to such the Employee Plan/Agreement or against the assets of such the Employee Plan/Agreement; and (vvi) no the Employee Plan/Agreement is not a plan which that is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With respect to each Employee Plan/Agreement, (i) all payments due from the Employee Plan/Agreement (or from Company or UNB with respect to date the Employee Plan/Agreement) have been made made, and all amounts properly accrued to date as liabilities of Company which Liabilities that have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance SheetUNB; (ii) each of Company and UNB has complied with, and each such the Employee Plan/Agreement conforms in form and operation all material respects to, all applicable laws Laws and regulations, including but not limited to ERISA and the Code, in all respects and Orders; (iii) all reports and information relating to such the Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed Governmental Entity or provided to participants or their beneficiaries have been timely filed or disclosed and, when filed or provideddisclosed, were true, correct and complete in all material respects; (iv) each such Employee Plan/Agreement which that is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service IRS with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is reasonably likely to adversely affect such qualification or exemption; (ivv) there are no actions, suits or claims Litigation pending (other than routine claims Litigation for benefits) or threatened with respect to such the Employee Plan/Agreement or against the assets of such the Employee Plan/Agreement; and (vvi) no the Employee Plan/Agreement is not a plan which that is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With respect to each Employee Plan/Agreement, (i) all payments due from Company or any Subsidiary to date have been made and all amounts properly accrued to date as liabilities of Company or any Subsidiary which have not been paid have been properly recorded on the books of Company and are reflected in the Recent Closing Balance Sheet; (ii) Company has and the Subsidiaries have complied with, and each such Employee Plan/Agreement conforms in form and operation to, all applicable laws and regulations, including but not limited to ERISA and the Code, in all respects and all reports and information relating to such Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (iv) each such Employee Plan/Agreement which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualificationqualification or is within the initial remedial amendment period provided for in Section 401(b) of the Code, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; (ivv) there are no actions, suits or claims pending (other than routine claims for benefits) or threatened with respect to such Employee Plan/Agreement or against the assets of such Employee Plan/Agreement; and (vvi) no Employee Plan/Agreement is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With Except as set forth in Company Disclosure Schedule 4.15(g), with respect to each Employee Plan/Agreement, (i) all payments due from the Employee Plan/Agreement (or from Company or any Company Subsidiary with respect to date the Employee Plan/Agreement) have been made made, and all amounts properly accrued to date as liabilities of Company which Liabilities that have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance Sheetor a Company Subsidiary; (ii) Company has and Company Subsidiaries have complied with, and each such the Employee Plan/Agreement conforms in form and operation to, all applicable laws Laws and regulations, including but not limited to ERISA and the Code, in all respects and Orders; (iii) all reports and information relating to such the Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed Governmental Entity or provided to participants or their beneficiaries have been timely filed or disclosed and, when filed or provideddisclosed, were true, correct and complete; (iv) each such if any Employee Plan/Agreement which is intended to qualify under Section 401 of the Code Code, it has received a favorable determination letter from the Internal Revenue Service IRS with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is reasonably likely to adversely affect such qualification or exemption; (ivv) there are no actions, suits or claims Litigation pending (other than routine claims Litigation for benefits) or or, to Company's Knowledge, threatened with respect to such the Employee Plan/Agreement or against the assets of such the Employee Plan/Agreement; and (vvi) no the Employee Plan/Agreement is not a plan which that is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With Except as set forth on Schedule 4.16(f), with respect to each Assumed Employee Plan/Agreement, (i) all payments due from Company to date have been made and all amounts properly accrued to date as liabilities Liabilities of Company which have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance Sheet; (ii) Company has complied with, and each such Employee Plan/Agreement conforms in form and operation to, all applicable laws and regulations, including but not limited to ERISA and the Code, in all material respects and all reports and information relating to such Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (iv) each such Employee Plan/Agreement which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service IRS with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and, to the knowledge of Company and the Shareholder, nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; (ivv) there are no actions, suits or claims pending (other than routine claims for benefits) or threatened with respect to such Employee Plan/Agreement or against the assets of such Employee Plan/Agreement; and (vvi) no such Employee Plan/Agreement is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens; and (viii) other than short-term salary continuation or disability benefits for periods not in excess of six months and the payment of medical claims not in excess of the attachment points under a stop-loss insurance contract, the benefits under each Assumed Employee Plan/Agreement that provides medical, dental, disability, life, accidental death and dismemberment, travel accident or similar welfare benefit coverage or benefits on behalf of current or former employees of the Company, are provided through (or the Company is entitled to reimbursement under) one or more insurance contracts (including stop-loss insurance contracts) that have at all times been validly in effect, with respect to which all required premiums have been paid and with respect to which Company is not subject to a retroactive premium charge.

Payments and Compliance. With Except as disclosed on Schedule 3.14(f), with respect to each Employee Plan/Agreement, (i) all payments due from Company to date have been made and all amounts properly accrued to date as liabilities of Company which have not been paid have been properly recorded on the books of Company and are either reflected in on the Recent Balance SheetSheet or have been incurred in the ordinary course of business since December 31, 1998; (ii) Company has complied with, and each such Employee Plan/Agreement Plan conforms in form and operation to, all applicable laws and regulations, including but not limited to ERISA and the Code, in all material respects and all reports and information relating to such Employee Plan/Agreement Plan required to be filed with any governmental entity have been timely filed; (iii) no contributions have been made that would subject the Company or any Company Employee to any liability (including, but not limited to, an excise tax) under ERISA or the Code; (iv) all material reports and information relating to each such Employee Plan/Agreement Plan required to be disclosed or provided by Company to participants or their beneficiaries are accurate in all material respects and have been timely disclosed or providedprovided by Company; (ivv) each such Employee Plan/Agreement Plan which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; (ivvi) there are no actions, suits or claims pending (other than routine claims for benefits) or threatened with respect to such Employee Plan/Agreement or against the assets of such Employee Plan/Agreement; and (v) no Employee Plan/Agreement is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.than

Payments and Compliance. With respect to each Employee Plan/Agreement, (i) all payments due from Company to date have been made and all amounts properly accrued to date as liabilities of Company which have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance Sheet; (ii) Company has complied with, and each such Employee Plan/Agreement conforms in form and operation to, all applicable laws and regulations, including but not limited to ERISA and the Code, in all respects and all reports and information relating to such Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (iv) each such Employee Plan/Agreement which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been 22 27 determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; (ivv) there are no actions, suits or claims pending (other than routine claims for benefits) or threatened with respect to such Employee Plan/Agreement or against the assets of such Employee Plan/Agreement; and (vvi) no Employee Plan/Agreement is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With respect to each Employee ----------------------- Plan/Agreement, (i) all payments due from Company the Borrower or a Subsidiary, as the case may be, to date have been made and all amounts properly accrued to date as liabilities of Company which that have not been paid have been properly recorded on the books of Company the Borrower or such Subsidiary, as the case may be, and are reflected in the Recent Balance Sheet; (ii) Company Borrower and each Subsidiary has complied with, and each such Employee Plan/Agreement conforms in form and operation to, all applicable laws and regulationsGovernmental Requirements, including but not limited to ERISA and the Code, in all respects and all reports and information relating to such Employee Plan/Agreement required to be filed with any governmental entity Governmental Authority have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (iv) each such Employee Plan/Agreement which that is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, Code and nothing has occurred since the date of such letter that has or is likely to could adversely affect such qualification or exemption; (iv) there are no actions, suits or claims pending Actions (other than routine claims for benefits) pending or threatened with respect to such Employee Plan/Agreement or against the assets Property of such Employee Plan/Agreement; and (v) no Employee Plan/Agreement is a plan which that is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With respect to each Employee Plan/Agreement, (i) for the three month period prior to the Closing, CMS has continued to timely pay claims under each Employee Plan/Agreement that is an "employee welfare benefit plan" (as defined in Section 3(1) of ERISA) in the ordinary course and consistent with past practices, (ii) all payments due from Company CMS to date have been made and all amounts properly accrued to date as liabilities of Company CMS which have not been paid have been properly recorded on the books of Company CMS and are reflected in the Recent Balance Sheet; (iiiii) Company CMS has complied with, and each such Employee Plan/Agreement conforms in form and operation to, all applicable laws and regulationsLaws, including but not limited to ERISA and the Code, in all respects and all reports and information relating to such Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iiiiv) each Employee Plan/Agreement has been administered at all times in accordance with its terms; (v) each Employee Plan/Agreement that is sponsored by CMS and that is subject to ERISA reserves to CMS the right to amend or terminate the Employee Plan/Agreement at any time; (vi) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (ivvii) each such Employee Plan/Agreement which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualificationqualification and that covers the "GUST" Amendments, its related trust has been determined to be exempt from taxation under Section 501(a) of the CodeCode (or is a prototype or volume submitter for whom the applicable remedial amendment has not yet expired), and to the Knowledge of West Bend and CMS, nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; (ivviii) there are no actions, suits or claims pending (other than routine claims for benefits) or or, to the Knowledge of West Bend and CMS, threatened with respect to such Employee Plan/Agreement or against the assets of such Employee Plan/Agreement; (ix) no Employee Plan/Agreement is the subject of any Order of any Government Entity; and (vx) no Employee Plan/Agreement is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.. XXXXX XXXXXXXX XXXXXXXXX

Payments and Compliance. With respect to each Employee Plan/Agreement, (i) all payments due from Company to date have been made and all amounts properly accrued to date as liabilities of Company which have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance Sheet; (ii) Company has complied with, and each such Employee Plan/Agreement conforms in form and operation to, all applicable laws and regulations, including but not limited to ERISA and the Code, in all respects and all reports and information relating to such Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (iv) each such Employee Plan/Agreement which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; (ivv) there are no governmental investigations, actions, suits or claims pending (other than routine claims for benefits) or threatened with respect to such Employee Plan/Agreement or against the assets of such Employee Plan/Agreement; and (vvi) no Employee Plan/Agreement is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens. No event has occurred and no condition exists under any Employee Plan/Agreement that would subject Company to any tax under Code Sections 4971, 4972, 4977 or 4979 or to a fine under ERISA Section 502(c).

Payments and Compliance. With respect to each Employee Plan/Agreement, (i) all payments due from the Employee Plan/Agreement (or from the Company with respect to date have been made and all amounts properly accrued to date as liabilities of Company which have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance Sheet; (ii) Company has complied with, and each such Employee Plan/Agreement) have been made; (ii) the Employee Plan/Agreement conforms in form and operation to, to all applicable laws Laws and regulations, including but not limited to ERISA and the Code, in all respects and Orders; (iii) all reports and information relating to such the Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed Governmental Entity or provided to participants or their beneficiaries have been timely filed or disclosed and, when filed or provideddisclosed, were true, correct and complete; (iv) there have been no "prohibited transactions" (within the meaning of Sections 406 and 407 of ERISA or Code ss. 4975) for which a statutory or administrative exemption does not exist with respect to any Employee Plan/Agreement; (v) each such Employee Plan/Agreement which that is intended to qualify under Section Code ss. 401 of the Code has received a favorable determination letter from the Internal Revenue Service IRS with respect to such qualification, its related trust has been determined to be exempt from taxation under Section Code ss. 501(a) of the Code), and nothing has occurred since the date of such letter that has or is reasonably likely to adversely affect such qualification or exemption; (ivvi) there are no actions, suits or claims Litigation pending (other than routine claims Litigation for benefits) or or, to Shareholder's knowledge, threatened with respect to such the Employee Plan/Agreement or against the assets of such the Employee Plan/Agreement; and (vvii) no the Employee Plan/Agreement is not a plan which that is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With respect to each ----------------------- Employee Plan/Agreement, (ia) all payments due from Company to date have been made and all amounts properly accrued to date as liabilities of Company which have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance Sheet; (iib) Company has complied with, and each such Employee Plan/Agreement conforms in form and operation to, all applicable laws and regulations, including but not limited to ERISA and the Code, in all material respects and all reports and information relating to such Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iiic) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (ivd) each such Employee Plan/Agreement which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; (ive) there are no actions, suits or claims pending (other than routine claims for benefits) or or, to the best of each Shareholder's knowledge, threatened with respect to such Employee Plan/Agreement or against the assets of such Employee Plan/Agreement; and (vf) no Employee Plan/Agreement is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With respect to each Employee Plan/Agreement, : (i) to the Company’s knowledge, all payments due from the Employee Plan/Agreement (or from the Company with respect to date the Employee Plan/Agreement) have been made made, and all amounts properly accrued to date as liabilities of Company which Liabilities that have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance SheetCompany; (ii) the Company has complied with, and each such Employee Plan/Agreement have complied with, and the Employee Plan/Agreement conforms in form and operation to, all applicable laws Laws and regulationsOrders; (iii) to the Company’s knowledge, including but not limited to ERISA and the Code, in all respects and all reports and information relating to such the Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed Governmental Entity or provided to participants or their beneficiaries have been timely filed or disclosed and, when filed or provideddisclosed, were true, correct and complete; (iv) each such Employee Plan/Agreement which that is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service IRS that addresses all currently applicable qualification requirements with respect to such qualificationplan, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is reasonably likely to adversely affect such qualification or exemption; (ivv) there are is no actions, suits or claims Litigation pending (other than routine claims for benefitsbenefits being reviewed pursuant to the Employee Plan’s/Agreement’s internal claim and approval process) or or, to the Company’s knowledge, threatened with respect to such the Employee Plan/Agreement or against the assets of such the Employee Plan/Agreement; and (vvi) no the Employee Plan/Agreement is not a plan which that is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With respect to each Employee Plan/Agreement, (i) all payments due from Company to date have been made and all amounts properly accrued to date as liabilities of Company which have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance Sheet; (ii) Company has complied with, and each such Employee Plan/Agreement conforms in all material respects in form and operation to, all applicable laws and regulations, including but not limited to ERISA and the Code, in all respects and all reports and information relating to such Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (iv) each such Employee Plan/Agreement which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; (ivv) there are no actions, suits or claims pending (other than routine claims for benefits) or or, to the knowledge of any Shareholder, threatened with respect to such Employee Plan/Agreement or against the assets of such Employee Plan/Agreement; and (vvi) no Employee Plan/Agreement is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens. The Company’s 401(k) Plan has at all times been in compliance with Internal Revenue Code Sections 410(b) and 401(a)(4).

Payments and Compliance. With respect to each Employee Plan/Agreement, (i) all payments due from Company the Employee Plan/Agreement (or from Company, the PEO or the applicable ERISA Affiliate with respect to date each such Employee Plan/Agreement) have been made made, and all amounts properly accrued to date as liabilities of Company which Liabilities that have not been paid have been properly recorded on the books of Company and are reflected in Company, the Recent Balance SheetPEO or the applicable ERISA Affiliate; (ii) Company has Company, the PEO and all ERISA Affiliates have complied with, and each such the Employee Plan/Agreement conforms in form and operation to, all applicable laws Laws and regulations, including but not limited to ERISA and the Code, in all respects and Orders; (iii) all reports and information relating to such the Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed Governmental Entity or provided to participants or their beneficiaries have been timely filed or disclosed and, when filed or provideddisclosed, were true, correct and complete; (iv) each such Employee Plan/Agreement which that is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service IRS that addresses all currently applicable qualification requirements with respect to such qualificationplan, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is reasonably likely to adversely affect such qualification or exemption; (ivv) there are is no actions, suits or claims Litigation pending (other than routine claims for benefitsbenefits being reviewed pursuant to the Employee Plan/Agreement’s internal claim and approval process) or threatened with respect to such the Employee Plan/Agreement or against the assets of such the Employee Plan/Agreement; and (vvi) no the Employee Plan/Agreement is not a plan which that is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With respect to each Employee Plan/Agreement, (i) all payments due from the Employee Plan/Agreement (or from the Company with respect to date have been made and all amounts properly accrued to date as liabilities of Company which have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance Sheet; (ii) Company has complied with, and each such Employee Plan/Agreement) have been made; (ii) the Employee Plan/Agreement conforms in form and operation to, to all applicable laws Laws and regulations, including but not limited to ERISA and the Code, in all respects and Orders; (iii) all reports and information relating to such the Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed Governmental Entity or provided to participants or their beneficiaries have been timely filed or disclosed and, when filed or provideddisclosed, were true, correct and complete; (iv) there have been no “prohibited transactions” (within the meaning of Sections 406 and 407 of ERISA or Code § 4975) for which a statutory or administrative exemption does not exist with respect to any Employee Plan/Agreement; (v) each such Employee Plan/Agreement which that is intended to qualify under Section Code § 401 of the Code has received a favorable determination letter from the Internal Revenue Service IRS with respect to such qualification, its related trust has been determined to be exempt from taxation under Section Code § 501(a) of the Code), and nothing has occurred since the date of such letter that has or is reasonably likely to adversely affect such qualification or exemption; (ivvi) there are no actions, suits or claims Litigation pending (other than routine claims Litigation for benefits) or or, to Shareholder’s knowledge, threatened with respect to such the Employee Plan/Agreement or against the assets of such the Employee Plan/Agreement; and (vvii) no the Employee Plan/Agreement is not a plan which that is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With respect to each Employee Plan/Agreement, (i) all payments due from Company to date have been made and all amounts properly accrued to date as liabilities Liabilities of Company which have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance Sheet; (ii) Company has complied with, and each such Employee Plan/Agreement conforms in form and operation to, all applicable laws and regulations, including but not limited to ERISA and the Code, in all material respects and all reports -20- 27 and information relating to such Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement the savings, investment and profit sharing plan of Shareholder required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided, where the failure to disclose or provide may have an adverse effect on Buyer or the Purchased Assets and Business after the Closing Date; (iv) each such Employee Plan/Agreement which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; and (ivv) there are no actions, suits or claims pending (other than routine claims for benefits) or threatened with respect to such Employee Plan/Agreement or against the assets of such Employee Plan/Agreement; and (v) no Employee Plan/Agreement is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With respect to each Employee Plan/Agreement, (i) all payments due from Company TCS to date have been made and all amounts properly accrued to date as liabilities of Company TCS which have not been paid have been properly recorded on the books of Company TCS (as appropriate) and, to the extent such liabilities were due and payable but were not paid as of the date of the Closing Balance Sheet, are reflected in the Recent Closing Balance Sheet; (ii) Company TCS has complied with, and each such Employee Plan/Agreement conforms in form and operation to, all applicable laws and regulations, including but not limited to ERISA and the Code, in all material respects and all reports and information relating to such Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (iv) each such Employee Plan/Agreement which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; (ivv) there are no actions, suits or claims pending (other than routine claims for benefits) or threatened with respect to such Employee Plan/Agreement or against the assets of such Employee Plan/Agreement; and (vvi) no Employee Plan/Agreement is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With respect to each Employee Plan/Agreement, (i) all payments due from Company the Borrower or a Subsidiary, as the case may be, to date have been made and all amounts properly accrued to date as liabilities of Company which that have not been paid have been properly recorded on the books of Company the Borrower or such Subsidiary, as the case may be, and are reflected in the Recent Balance Sheet; (ii) Company Borrower and each Subsidiary has complied with, and each such Employee Plan/Agreement conforms in form and operation to, all applicable laws and regulationsGovernmental Requirements, including but not limited to ERISA and the Code, in all respects and all reports and information relating to such Employee Plan/Agreement required to be filed with any governmental entity Governmental Authority have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (iv) each such Employee Plan/Agreement which that is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, Code and nothing has occurred since the date of such letter that has or is likely to could adversely affect such qualification or exemption; (iv) there are no actions, suits or claims pending Actions (other than routine claims for benefits) pending or threatened with respect to such Employee Plan/Agreement or against the assets Property of such Employee Plan/Agreement; and (v) no Employee Plan/Agreement is a plan which that is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With respect to each Employee ----------------------- Plan/Agreement, (i) all payments due from Company Seller to date have been made and all amounts properly accrued to date as liabilities of Company Seller which have not been paid have been properly recorded on the books of Company Seller and are reflected in the Recent Balance SheetGAAP Financial Statements; (ii) Company Seller has complied with, and each such Employee Plan/Agreement conforms in form and operation to, all applicable laws and regulations, including but not limited to ERISA and the Code, in all respects and all reports and information relating to such Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (iv) each such Employee Plan/Agreement which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; (ivv) there are no actions, suits or claims pending (other than routine claims for benefits) or threatened with respect to such Employee Plan/Agreement or against the assets of such Employee Plan/Agreement; and (vvi) no Employee Plan/Agreement is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With respect to each Employee ----------------------- Plan/Agreement, (i) all payments due from Company to date have been made and all amounts properly accrued to date as liabilities of Company which have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance SheetCompany's balance sheets; (ii) Company has complied with, and each such Employee Plan/Agreement conforms in form and operation to, all applicable laws and regulations, including but not limited to ERISA and the Code, in all respects and all reports and information relating to such Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) each Employee Plan/Agreement which is a "group health plan" (as defined in Section 5000(b) of the Code) has been operated in accordance with the group health plan continuation coverage requirements and portability requirements of the Code and ERISA; (iv) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (ivv) each such Employee Plan/Agreement which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; (ivvi) there are no actions, suits or claims pending (other than routine claims for benefits) or or, to the best of Shareholders' knowledge, threatened with respect to such Employee Plan/Agreement or against the assets of such Employee Plan/Agreement; (vii) no investigation, review or audit of any Employee Plan/Agreement by the IRS, United States Department of Labor or other government entity is in progress, pending, scheduled or noticed; and (vviii) no Employee Plan/Agreement is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With respect to each Employee Plan/Plan or Agreement, (i) all payments due from the Employee Plan or Agreement (or from Company with respect to date each such Employee Plan or Agreement) have been made made, and all amounts properly accrued to date as liabilities of Company which Liabilities that have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance SheetCompany; (ii) Company has complied with, and each such the Employee Plan/Plan or Agreement conforms in form and operation has conformed to, all applicable laws and regulations, including but not limited to ERISA and the Code, in all respects and all reports and information relating to such Employee Plan/Agreement required to be filed with any governmental entity have been timely filedOrders; (iii) all reports and information relating to each such the Employee Plan/Plan or Agreement required to be disclosed filed with any governmental entity or provided to participants or their beneficiaries have been timely filed or disclosed and, when filed or provideddisclosed, were true, correct and complete; (iv) each such Employee Plan/Plan or Agreement which that is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service IRS that addresses all currently applicable qualification requirements with respect to such qualificationplan, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is reasonably likely to adversely affect such qualification or exemption; (ivv) there are is no actions, suits or claims litigation pending (other than routine claims for benefitsbenefits being reviewed pursuant to the plan’s internal claim and approval process) or or, to Company’s knowledge, threatened with respect to such the Employee Plan/Plan or Agreement or against the assets of such the Employee Plan/Plan or Agreement; and (vvi) no the Employee Plan/Plan or Agreement is not a plan which that is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With respect to each Employee Plan/Agreement, (i) all payments due from the Company with respect to date any such plan (or from the Company with respect to any such plan) have been made made, and all amounts properly accrued to date as liabilities of the Company which have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance SheetCompany; (ii) the Company has complied with, and each such Employee Plan/Agreement conforms in form and operation to, all applicable laws and regulations, including but not limited to ERISA and the Code, Code in all respects material respects, and all reports and information relating to such Employee PlanPlans/Agreement Agreements required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (iv) there have been no prohibited transactions within the meaning of Sections 406 and 407 of ERISA or Section 4975 of the Code with respect to any Employee Plan/Agreement; (v) no event or omission has occurred in connection with any Employee Plan/Agreement that would subject Company or any Employee Plan/Agreement to a material fine, penalty, tax or liability, whether pursuant to any agreement, instrument, indemnification obligation, or statute, regulation or rule of law; (vi) each such Employee Plan/Agreement which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; and (ivvii) there are no actions, suits or claims pending (other than routine claims for benefits) or threatened with respect to such any Employee Plan/Agreement or against the assets of such Employee Plan/Agreement; and (v) no Employee Plan/Agreement is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With respect to each Employee Plan/Agreement, : (i) all payments due from the Employee Plan/Agreement (or from the Company or the PEO with respect to date the Employee Plan/Agreement) have been made made, and all amounts properly accrued to date as liabilities of Company which Liabilities that have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance SheetCompany; (ii) Company the Company, the PEO and such Employee Plan/Agreement has complied with, and each such the Employee Plan/Agreement conforms in form and operation to, all applicable laws Laws and regulations, including but not limited to ERISA and the Code, in all respects and Orders; (iii) all reports and information relating to such the Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed Governmental Entity or provided to participants or their beneficiaries have been timely filed or disclosed and, when filed or provideddisclosed, were true, correct and complete; (iv) each such Employee Plan/Agreement which that is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service IRS that addresses all currently applicable qualification requirements with respect to such qualificationplan, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is reasonably likely to adversely affect such qualification or exemption; (ivv) there are is no actions, suits or claims Litigation pending (other than routine claims for benefitsbenefits being reviewed pursuant to the Employee Plan’s/Agreement’s internal claim and approval process) or or, to the Company’s knowledge, threatened with respect to such the Employee Plan/Agreement or against the assets of such the Employee Plan/Agreement; and (vvi) no the Employee Plan/Agreement is not a plan which that is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With respect to each Employee Plan/Agreement, (i) all payments due from Company to date have been made and all amounts properly accrued to date as liabilities Liabilities of Company which have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance Sheet; (ii) Company has complied complied, in all material respects, with, and each such Employee Plan/Agreement conforms Plan conforms, in all material respects, in form and operation to, all applicable laws Laws and regulations, including but not limited to ERISA and the Code, in all respects and all reports and information relating to such Employee Plan/Agreement Plan required to be filed with any governmental entity Governmental Entity have been timely filed; (iii) all material reports and information relating to each such Employee Plan/Agreement Plan required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (iv) each such Employee Plan/Agreement Plan which is intended to qualify under Section 401 of the Code has received a favorable determination or opinion letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and to Company’s knowledge nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; (ivv) there are no actions, suits or claims pending (other than routine claims for benefits) or threatened with respect to such Employee Plan/Agreement Plan or against the assets of such Employee Plan/Agreement; and (vvi) no Employee Plan/Agreement Plan is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With respect to each Employee Plan/Agreement, (i) all payments due from Company Legent Clearing to date have been made and all amounts properly accrued to date as liabilities of Company Legent Clearing which have not been paid have been properly recorded on the books of Company Legent Clearing and are reflected in the Recent Balance Sheet; (ii) Company Legent Clearing has complied with, and each such Employee Plan/Agreement conforms in form and operation to, all applicable laws and regulationsLaws, including but not limited to ERISA and the Code, in all respects and all reports and information relating to such Employee Plan/Agreement required to be filed with any governmental entity Governmental or Regulatory Entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (iv) each such Employee Plan/Agreement which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; (iv) there are no actions, suits or claims pending (other than routine claims for benefits) or or, to the knowledge of Member, threatened with respect to such Employee Plan/Agreement or against the assets of such Employee Plan/Agreement; and (v) no Employee Plan/Agreement is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With respect to each Employee Benefit Plan/Agreement, (i) all payments due from Company either Deckxx xx Van Houten to date have been made and all amounts properly accrued to date as liabilities of Company which have not been paid have been properly recorded on the books of Company Deckxx xx Van Houten and are reflected in the Recent Balance SheetFinancial Statements; (ii) Company has Deckxx xxx Van Houten have complied with, and each such Employee Plan/Agreement conforms in all material respects in form and operation to, all applicable laws and regulations, including but not limited to ERISA and the Code, in all respects and all reports and information relating to such Employee Plan/Agreement Benefit Plan required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement Benefit Plan required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (iv) each such Employee Plan/Agreement Benefit Plan which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has adversely affected or is likely to adversely affect such qualification or exemption; (ivv) there are no actions, suits or claims pending (other than routine claims for benefits) or threatened to the Knowledge of Deckxx, Xxn Houten and Willxxx Xxx Xxxxxx, xxreatened with respect to such Employee Plan/Agreement Benefit Plan or against the assets of such Employee Benefit Plan/Agreement; and (vvi) no Employee Plan/Agreement is a plan which Benefit Plan is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With respect to each Employee Plan/Agreement, (i) all payments due from Company to date have been made and all amounts properly accrued to date as liabilities of Company which have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance Sheet; (ii) Company has complied with, and each such Employee Plan/Agreement conforms in form and operation to, all applicable laws and regulations, including but not limited to ERISA and the Code, in all respects and all reports and information relating to such Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (iv) each such Employee Plan/Agreement which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; (ivv) there are no actions, suits or claims pending (other than routine claims for benefits) or or, to the knowledge of the Shareholders, threatened with respect to such Employee Plan/Agreement or against the assets of such Employee Plan/Agreement; and (vvi) no Employee Plan/Agreement is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.United

Payments and Compliance. With respect to each Employee Plan/Agreement, except as are not reasonably likely to have a Company Material Adverse Effect, (i) all contributions and payments required by Law or any Employee Plan/Agreement (including all employer contributions and employee salary contributions for any period on or before the Closing Date) that are or were due from Company and the Subsidiaries to date have been made and all amounts or properly accrued to date as liabilities of Company or any of the Subsidiaries and all amounts which have not been paid have been properly recorded on the books of Company or any of the Subsidiaries and are reflected in the Recent Balance Sheet; (ii) each of Company and the Subsidiaries has complied with, and each such Employee Plan/Agreement conforms in form and operation to, all applicable laws and regulations, including but not limited to ERISA and the CodeLaws, in all respects and all reports and information relating to such Employee Plan/Agreement required to be filed with any governmental entity Governmental Entity have been timely filed; (iii) all VENA has provided OC complete reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (iv) each such Employee Plan/Agreement which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; (iv) there are no actions, suits or claims pending (other than routine claims for benefits) or or, to VENA's knowledge, threatened with respect to such Employee Plan/Agreement or against the assets of such Employee Plan/Agreement; and (v) no Employee Plan/Agreement is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With respect to each Employee Plan/Agreement, to Shareholder’s Knowledge (i) all material payments due from Company to date have been made and all amounts properly accrued to date as liabilities of Company which have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance Sheet; (ii) Company has complied with, and each such Employee Plan/Agreement conforms in form and operation to, all applicable laws and regulations, including but not limited to ERISA and the Code, in all material respects and all reports and information relating to such Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (iv) each such Employee Plan/Agreement which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; (iv) there are no actions, suits or claims pending (other than routine claims for benefits) or threatened with respect to such Employee Plan/Agreement or against the assets of such Employee Plan/Agreement; and (v) no Employee Plan/Agreement is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens. The Company’s 401(k) Plan has at all times been in compliance with Internal Revenue Code Sections 410(b) and 401(c)(4).

Payments and Compliance. With Except as set forth in Schedule 3.15.(f), with respect to each Employee Plan/Agreement, (i) all payments due from Company to date have been made and all amounts properly accrued to date as liabilities of Company which have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance Sheet; (ii) Company has complied with, and each such Employee Plan/Agreement conforms in form and operation to, all applicable laws and regulations, including but not limited to ERISA and the Code, in all respects and all reports and information relating to such Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (iv) each such Employee Plan/Agreement which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; (ivv) there are no actions, suits or claims pending (other than routine claims for benefits) or threatened with respect to such Employee Plan/Agreement or against the assets of such Employee Plan/Agreement; and (vvi) no Employee Plan/Agreement is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With Except as set forth on Schedule 3.16(f), with respect to each Employee Plan/Agreement, (i) all payments due from the Employee Plan/Agreement (or from Company or any Water Subsidiary with respect to date the Employee Plan/Agreement) have been made made, and all amounts properly accrued to date as liabilities of Company which Liabilities that have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance Sheetor a Water Subsidiary; (ii) Company has complied with, and each such Employee Plan/Agreement conforms has been operated and administered in form all material respects in accordance with its terms and operation to, all applicable laws and regulationsLaws, including but not limited to ERISA and the Code, in all respects and ; (iii) all reports and information relating to such the Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed Governmental Entity or provided to participants or their beneficiaries have been timely filed or disclosed and, when filed or provideddisclosed, were true, correct and complete; (iv) each such if the Employee Plan/Agreement which is intended to qualify under Section 401 of the Code Code, it has received a favorable determination letter from the Internal Revenue Service IRS with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, qualification and nothing has occurred since the date of such letter that has or is reasonably likely to adversely affect result in the revocation of such qualification or exemptiondetermination; (ivv) there are is no actions, suits or claims Litigation pending (other than routine claims Litigation for benefits) or or, to Seller's knowledge, threatened with respect to such the Employee Plan/Agreement or against the assets of such the Employee Plan/Agreement, except for such Litigation as would not have a Company Material Adverse Effect; and (vvi) no Employee Plan/Agreement is a plan which is established all employer and maintained outside employee contributions that are due have been made within the United States primarily time periods prescribed by ERISA and the Code, and all contributions for any period ending on or before the benefit Closing Date that are not yet due have been made or accrued in accordance with past custom or practice of individuals substantially all of whom are nonresident aliensthe Company or Water Subsidiary.

Payments and Compliance. With respect to each Employee ----------------------- Plan/Agreement, to Management's Knowledge, except as set forth in Schedule 3.17, (i) all payments due from Company to date have been made and all amounts properly accrued to date as liabilities of Company which have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance SheetCompany's balance sheets; (ii) Company has complied in all material respects with, and each such Employee Plan/Agreement materially conforms in form and operation to, all applicable laws and regulations, including but not limited to ERISA and the Code, in all respects and all reports and information relating to such Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) each Employee Plan/Agreement which is a "group health plan" (as defined in Section 5000(b) of the Code) has been operated in all material respects in accordance with the group health plan continuation coverage requirements and portability requirements of the Code and ERISA; (iv) all reports and information relating to each such Employee Plan/Agreement required by applicable Laws and regulations to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (ivv) each such Employee Plan/Agreement which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and and, to Management's Knowledge, nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; (ivvi) there are no actions, suits suits, or claims pending (other than routine claims for benefits) or or, to Management's Knowledge, threatened with respect to such Employee Plan/Agreement or against the assets of such Employee Plan/Agreement; (vii) no investigation, review, or audit of any Employee Plan/Agreement by the IRS, United States Department of Labor, or other government entity is in progress, pending, scheduled, or noticed; and (vviii) no Employee Plan/Agreement is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

Payments and Compliance. With respect to each Employee Plan/Agreement, (i) all payments due from Company to date have been made and all amounts properly accrued to date as liabilities Liabilities of Company which have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance Sheet; (ii) to the best of Company's knowledge Company has complied with, and each such Employee Plan/Agreement conforms in form and operation to, all applicable laws and regulations, including but not limited to ERISA and the Code, in all respects and all reports and information relating to such Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (iv) each such Employee Plan/Agreement which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; (ivv) there are no actions, suits or claims pending (other than routine claims for benefits) or to the best of Company's knowledge threatened with respect to such Employee Plan/Agreement or against the assets of such Employee Plan/Agreement; and (vvi) no Employee Plan/Agreement is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.