Common use of Pension and Benefit Plans; ERISA Clause in Contracts

Pension and Benefit Plans; ERISA. (i) Schedule 3.1(l)(i) of the Company Disclosure Schedule contains a list of each "employee pension benefit plan" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (hereinafter a "Company Pension Plan"), "employee welfare benefit plan" (as defined in Section 3(l) of ERISA), stock option, stock purchase, deferred compensation plan or arrangement, and other employee fringe benefit plan or arrangement maintained, contributed to or required to be maintained or contributed to by the Company, any of its Significant Subsidiaries or any other person or entity that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each a "Company ERISA Affiliate") for the benefit of any present or former officers, employees, directors or independent contractors of the Company or any Company ERISA Affiliate (all the foregoing being herein called "Company Employee Benefit Plans"). The Company has made available to Parent true, complete and correct copies of (1) each Company Employee Benefit Plan and amendments thereto, (2) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Employee Benefit Plan (if any such report was required by applicable law), (3) the most recent summary plan description for each Company Employee Benefit Plan for which such a summary plan description is required by applicable law and (4) each trust agreement and insurance or annuity contract relating to any Company Employee Benefit Plan.

Pension and Benefit Plans; ERISA. (ia) Schedule 3.1(l)(i3.10(a) of the Company Disclosure Schedule Letter contains a true and complete list of each "employee pension benefit plan" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (hereinafter a "Company Pension Plan"), "employee welfare benefit plan" (as defined in Section 3(l) of ERISA), stock option, stock purchase, restricted stock, phantom stock or other equity-based incentive plan, deferred compensation plan or arrangement, and other employee fringe benefit plan or arrangement maintained, contributed to or required to be maintained or contributed to by the Company, any of its Significant Subsidiaries or any other person or entity that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each a "Company ERISA Affiliate") for the benefit of any present or former officers, employees, directors or independent contractors of the Company or any the Company ERISA Affiliate (all the foregoing being herein called referred collectively as "Company Employee Benefit Plans"). The Company has made available to Parent true, complete and correct copies of (1) each of the Company Employee Benefit Plan Plans and amendments thereto, (2) the three most recent annual report reports on Form 5500 filed with the Internal Revenue Service with respect to each of the Company Employee Benefit Plan Plans (if any such report was required by applicable law), (3) the most recent summary plan description and any summaries of material modification for each of the Company Employee Benefit Plan Plans for which such a summary plan description is required by applicable law and (4) each trust agreement and insurance or annuity contract relating to any the Company Employee Benefit PlanPlans.

Pension and Benefit Plans; ERISA. (ia) Schedule 3.1(l)(i3.10(a) of the Company Disclosure Schedule Letter contains a true ---------------- and complete list of each "employee pension benefit plan" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (hereinafter a "Company Pension Plan"), "employee welfare benefit plan" (as defined in Section 3(l) of ERISA), stock option, stock purchase, restricted stock, phantom stock or other equity-based incentive plan, deferred compensation plan or arrangement, and other employee fringe benefit plan or arrangement maintained, contributed to or required to be maintained or contributed to by the Company, any of its Significant Subsidiaries or any other person or entity that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each a "Company ERISA Affiliate") for the benefit of any present or former officers, employees, directors or independent contractors of the Company or any the Company ERISA Affiliate (all the foregoing being herein called referred collectively as "Company Employee Benefit Plans"). The Company has made available to Parent true, complete and correct copies of (1) each of the Company Employee Benefit Plan Plans and amendments thereto, (2) the three most recent annual report reports on Form 5500 filed with the Internal Revenue Service with respect to each of the Company Employee Benefit Plan Plans (if any such report was required by applicable law), (3) the most recent summary plan description and any summaries of material modification for each of the Company Employee Benefit Plan Plans for which such a summary plan description is required by applicable law and (4) each trust agreement and insurance or annuity contract relating to any the Company Employee Benefit PlanPlans.