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

Pension and Benefit Plans; ERISA. To the knowledge of the Company, SCHEDULE 4.11 attached hereto contains a true and complete list of each "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), maintained, contributed to or required to be contributed to by the Company or any of its Subsidiaries for the benefit of current, former and retired employees (the "Company ERISA Plans") and each other material plan, contract, program or arrangement maintained, contributed to or required to be contributed to by the Company or any of its Subsidiaries for the benefit of current, former and retired employees and directors (the "Company Benefit Arrangements"). To the knowledge of the Company, each Company ERISA Plan and each Company Benefit Arrangement complies in all material respects with its terms and all applicable laws, including ERISA, and no "reportable event," "prohibited transaction" or breach of fiduciary duty (within the meaning of ERISA) or termination has occurred with respect to any Company ERISA Plan under circumstances which present a risk of any material liability to any governmental authority or other person. To the knowledge of the Company, none of the Company ERISA Plans or Company Benefit Arrangements is a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA or a "multiple employee plan" within the meaning of Section 413(c) of the Code or Section 4063 of ERISA. To the knowledge of the Company, no event has occurred which would cause the Company to incur (i) any liability to the Pension Benefit Guaranty Corporation under Section 4069 of ERISA or (ii) any withdrawal liability to a "multiemployer plan." Copies or descriptions of each Company ERISA Plan and Company Benefit Arrangement (and, where applicable, the most recent summary plan description, actuarial report, determination letter, annual report (Form 5500) and trust agreement relating to such Company ERISA Plan and Company Benefit Arrangement), and such other information as has been reasonably requested by Buyer, have been made available to Buyer for review prior to the date hereof. To the knowledge of the Company, each Company ERISA Plan and each Company Benefit Arrangement intended to qualify under section 401(a) of the Code, is so qualified, and each trust maintained in connection with each such plan is tax exempt under Code ss. 501(a). To the knowledge of the Company, the Internal Revenue Service ("IRS") has issued favorable determination letters with respect to the qualification of each qualified Company ERISA Plan and each qualified Company Benefit Arrangement and related trust, and the IRS has not taken any action to revoke any such letter. To the knowledge of the Company, if and to extent applicable, no Company ERISA Plan and no Company Benefit Arrangement has or has incurred an accumulated funding deficiency within the meaning of ERISA section 302 or Code section 412, nor has any waiver of the minimum funding standards of ERISA section 302 and Code section 412 been requested of or granted by the IRS with respect to any Company ERISA Plan or Company Benefit Arrangement, nor has any lien in favor of any such plan arisen under Code section 412(n) or ERISA section 302(f). To the knowledge of the Company, with respect to any insurance policy providing funding for benefits under any Company ERISA Plan or Company Benefit Arrangement, there is no liability of the Company in the nature of a retroactive rate adjustment, loss sharing arrangement, or other actual or contingent liability, there will be no such liability arising wholly or partially out of events occurring prior to the execution of this Agreement, nor would there be any such liability if the Company cancelled such policy as of the execution of this Agreement.

Pension and Benefit Plans; ERISA. To the knowledge of the Company, SCHEDULE 4.11 attached hereto contains a true and complete list of each (i) All "employee benefit planpension plans," as defined in Section 3(33(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), maintained, contributed to or required to be contributed to maintained by the Company Drilex or any of its Subsidiaries for or any trade or business (whether or not incorporated) which is under common control, or which is treated as a single employer, with Drilex under Section 414(b), (c), (m) or (o) of the benefit of current, former and retired employees Code (the "Company Drilex ERISA PlansAffiliate") and each other material plan, contract, program or arrangement maintained, contributed to or required to be contributed to by the Company which Drilex or any of its Subsidiaries for the benefit of current, former and retired employees and directors or any Drilex ERISA Affiliate contributed or is obligated to contribute thereunder (the "Company Benefit ArrangementsDrilex Pension Plans"). To ) intended to qualify under Section 401 of the Code so qualify and the trusts maintained pursuant thereto are exempt from federal income taxation under Section 501 of the Code, and, to the best knowledge of Drilex as of the Companydate hereof, each Company ERISA Plan and each Company Benefit Arrangement complies in all material respects with its terms and all applicable laws, including ERISA, and no "reportable event," "prohibited transaction" or breach of fiduciary duty (within the meaning of ERISA) or termination nothing has occurred with respect to the operation of the Drilex Pension Plans that could reasonably be expected to cause the loss of such qualification or exemption or the imposition of any Company liability, penalty, or tax under ERISA Plan or the Code that is reasonably likely to have a Material Adverse Effect on Drilex. (ii) Except as disclosed in Schedule 3.1(l)(ii), there has been no "reportable event" as that term is defined in Section 4043 of ERISA and the regulations thereunder with respect to the Drilex Pension Plans subject to Title IV of ERISA that would require the giving of notice or any event requiring disclosure under circumstances Section 4041(c)(3)(C) or 4063(a) of ERISA. (iii) As to the Drilex Pension Plans and as to the "employee pension benefit plans" maintained or contributed to by Drilex, its Subsidiaries or by any Drilex ERISA Affiliate within six years prior to the Effective Time subject to Title IV of ERISA, there has been no event or condition which present presents a 11 18 material risk of any termination, no notice of intent to terminate has been given under Section 4041 of ERISA and no proceeding has been instituted under Section 4042 of ERISA to terminate, such that would result in a material liability to any governmental authority Drilex, its Subsidiaries, or other person. To the knowledge of the Company, none of the Company Drilex ERISA Plans or Company Benefit Arrangements is a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA or a "multiple employee plan" within the meaning of Section 413(c) of the Code or Section 4063 of ERISA. To the knowledge of the Company, Affiliates; no event has occurred which would cause the Company to incur (i) any material liability to the Pension Benefit Guaranty Corporation under ("PBGC") has been incurred; no material accumulated funding deficiency, whether or not waived, within the meaning of Section 4069 302 of ERISA or (ii) any withdrawal liability to a "multiemployer plan." Copies or descriptions Section 412 of the Code has been incurred; and the assets of each Company ERISA Drilex Pension Plan and Company Benefit Arrangement (and, where applicable, equal or exceed the most recent summary plan description, actuarial report, determination letter, annual report (Form 5500) and trust agreement relating to such Company ERISA Plan and Company Benefit Arrangement), and such other information as has been reasonably requested by Buyer, have been made available to Buyer for review prior to the date hereof. To the knowledge present value of the Companybenefit liabilities, each Company within the meaning of Section 4041 of ERISA, under such Drilex Pension Plan, based upon reasonable actuarial assumptions and the asset valuation principles established by the PBGC. (iv) There is no violation of ERISA Plan and each Company Benefit Arrangement intended to qualify under section 401(a) of the Code, is so qualified, and each trust maintained in connection with each such plan is tax exempt under Code ss. 501(a). To the knowledge of the Company, the Internal Revenue Service ("IRS") has issued favorable determination letters with respect to the qualification filing of each qualified Company ERISA Plan and each qualified Company Benefit Arrangement and related trustapplicable reports, documents, and notices regarding all the IRS has not taken "employee benefit plans," as defined in Section 3(3) of the ERISA and all other material employee compensation and benefit arrangements or payroll practices, including, without limitation, severance pay, sick leave, vacation pay, salary continuation for disability, consulting or other compensation agreements, retirement, deferred compensation, bonus, long-term incentive, stock option, stock purchase, hospitalization, medical insurance, life insurance and scholarship programs maintained by Drilex or any action of its Subsidiaries or to revoke which Drilex or any of its Subsidiaries contributed or is obligated to contribute thereunder (all such letterplans, other than the Drilex Pension Plans, being hereinafter referred to as the "Drilex Employee Benefit Plans"), or Drilex Pension Plans with the Secretary of Labor and the Secretary of the Treasury or the furnishing of such documents to the participants or beneficiaries of the Drilex Employee Benefit Plans or Drilex Pension Plans, which violation is reasonably likely to have a Material Adverse Effect on Drilex. To (v) Except as disclosed on Schedule 3.1(l)(v), the Drilex Employee Benefit Plans and Drilex Pension Plans have been maintained, in all material respects, in accordance with their terms and with all provisions of ERISA (including rules and regulations thereunder) and other applicable Federal and state law, all contributions to the Drilex Employee Benefit Plans and Drilex Pension Plans have been timely made pursuant to their terms, there is no material liability for breaches of fiduciary duty in connection with the Drilex Employee Benefit Plans and Drilex Pension Plans, there have been no material defaults, violations, actions, suits or claims pending (except ordinary claims for benefits), or to the knowledge of Drilex, threatened respecting the CompanyDrilex Employee Benefit Plans and Drilex Pension Plans, if and to extent applicable, no Company ERISA Plan and no Company Benefit Arrangement neither Drilex nor any of its Subsidiaries has or has incurred an accumulated funding deficiency engaged in a material "prohibited transaction" within the meaning of ERISA section 302 or Code section 412, nor has any waiver Section 4975 of the minimum funding standards Code or Section 406 of ERISA section 302 and Code section 412 been requested of or granted by the IRS with respect to the Drilex Employee Benefit Plans and Drilex Pension Plans. (vi) Except as disclosed or referenced on Schedule 5.9, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any Company ERISA payment becoming due to any employee or group of employees of Drilex or any of its Subsidiaries; (ii) increase any benefits otherwise payable under any Drilex Employee Benefit Plan or Company Benefit Arrangement, nor has any lien Drilex Pension Plan or the profit sharing plan of Drilex or (iii) result in favor the acceleration of the time of payment or vesting of any such plan arisen under Code section 412(nbenefits. Except as disclosed or referenced on Schedule 5.9 or in the Drilex SEC Documents, there are no severance agreements or employment agreements between Drilex or any of its Subsidiaries and any employee of Drilex or such Subsidiary. True and correct copies of all such severance agreements and employment agreements have been provided to Bakex Xxxhxx. Xxcept as set forth or otherwise referenced on Schedule 5.9, neither Drilex nor any of its Subsidiaries has any consulting agreement or arrangement with any person involving compensation in excess of $50,000, except as are terminable upon one month's notice or less. (vii) No stock or ERISA section 302(f). To the knowledge other security issued by Drilex or any of its subsidiaries forms or has formed a material part of the Company, with respect to assets of any insurance policy providing funding for benefits under any Company ERISA funded Drilex Employee Benefit Plan or Company Benefit Arrangement, there is no liability Drilex Pension Plan. (viii) Neither Drilex nor any of the Company in the nature of a retroactive rate adjustment, loss sharing arrangementits Subsidiaries nor any Drilex ERISA Affiliate contributes to, or other actual or contingent liabilityhas an obligation to contribute to, there will be no such liability arising wholly or partially out of events occurring and has not within six years prior to the execution Effective Time contributed to, or had an obligation to contribute to, a multiemployer plan within the meaning of this Agreement, nor would there be any such liability if the Company cancelled such policy as Section 3(37) of the execution of this Agreement.ERISA. 12 19 (m)

Pension and Benefit Plans; ERISA. To (i) All "employee pension plans," as defined in Section 3(2) of ERISA, maintained by Bakex Xxxhxx xx any of its Subsidiaries or any trade or business (whether or not incorporated) which is under common control, or which is treated as a single employer, with Bakex Xxxhxx xxxer Section 414(b), (c), (m) or (o) of the Code ("Bakex Xxxhxx XXXSA Affiliate") or to which Bakex Xxxhxx xx any of its Subsidiaries or any Bakex Xxxhxx XXXSA Affiliate contributed or is obligated to contribute thereunder (the "Bakex Hughxx Xxxsion Plans") intended to qualify under Section 401 of the Code so qualify and the trusts maintained pursuant thereto are exempt from federal income taxation under Section 501 of the Code, and, to the best knowledge of Bakex Xxxhxx xx of the Companydate hereof, SCHEDULE 4.11 attached hereto contains nothing has occurred with respect to the operation of the Bakex Xxxhxx Xxxsion Plans that could cause the loss of such qualification or exemption or the imposition of any liability, penalty, or tax under ERISA or the Code that is reasonably likely to have a true Material Adverse Effect on Bakex Xxxhxx. (ii) There has been no "reportable event" as that term is defined in Section 4043 of ERISA and complete list the regulations thereunder with respect to the Bakex Xxxhxx Xxxsion Plans subject to Title IV of each ERISA that would require the giving of notice or any event requiring disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA. (iii) There is no violation of ERISA with respect to the filing of applicable reports, documents, and notices regarding the "employee benefit planplans," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974ERISA and all other material employee compensation and benefit arrangements or payroll practices including, as amended ("ERISA")without limitation, maintainedseverance pay, contributed to sick leave, vacation pay, salary continuation for disability, consulting or required to be contributed to other compensation agreements, retirement, deferred compensation, bonus, long-term incentive, stock option, stock purchase, hospitalization, medical insurance, life insurance and scholarship programs maintained by the Company or Bakex Xxxhxx xx any of its Subsidiaries for the benefit of current, former and retired employees (the "Company ERISA Plans") and each other material plan, contract, program or arrangement maintained, contributed to or required to be contributed to by the Company or which Bakex Xxxhxx xx any of its Subsidiaries for contributed or is obligated to contribute thereunder (all such plans, other than the benefit of currentBakex Xxxhxx Xxxsion Plans, former and retired employees and directors (being hereinafter referred to as the "Company Bakex Xxxhxx Xxxloyee Benefit ArrangementsPlans"). To ) or Bakex Xxxhxx Xxxsion Plans with the knowledge Secretary of Labor and the Secretary of the CompanyTreasury or the furnishing of such documents to the participants or beneficiaries of the Bakex Xxxhxx Employee Benefit Plans or Bakex Xxxhxx Xxxsion Plans, each Company ERISA Plan which violation is reasonably likely to have a Material Adverse Effect on Bakex Xxxhxx. (iv) The Bakex Xxxhxx Xxxloyee Benefit Plans and each Company Benefit Arrangement complies Bakex Xxxhxx Xxxsion Plans have been maintained, in all material respects respects, in accordance with its their terms and with all provisions of ERISA (including rules and regulations thereunder) and other applicable laws, including ERISAFederal and state law, and no "reportable event," neither Bakex Xxxhxx xxx any of its Subsidiaries has engaged in a material "prohibited transaction" or breach of fiduciary duty (within the meaning of ERISA) or termination has occurred with respect to any Company ERISA Plan under circumstances which present a risk of any material liability to any governmental authority or other person. To the knowledge of the Company, none of the Company ERISA Plans or Company Benefit Arrangements is a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA or a "multiple employee plan" within the meaning of Section 413(c) 4975 of the Code or Section 4063 of ERISA. To the knowledge of the Company, no event has occurred which would cause the Company to incur (i) any liability to the Pension Benefit Guaranty Corporation under Section 4069 406 of ERISA or (ii) any withdrawal liability to a "multiemployer plan." Copies or descriptions of each Company ERISA Plan and Company Benefit Arrangement (and, where applicable, the most recent summary plan description, actuarial report, determination letter, annual report (Form 5500) and trust agreement relating to such Company ERISA Plan and Company Benefit Arrangement), and such other information as has been reasonably requested by Buyer, have been made available to Buyer for review prior to the date hereof. To the knowledge of the Company, each Company ERISA Plan and each Company Benefit Arrangement intended to qualify under section 401(a) of the Code, is so qualified, and each trust maintained in connection with each such plan is tax exempt under Code ss. 501(a). To the knowledge of the Company, the Internal Revenue Service ("IRS") has issued favorable determination letters with respect to the qualification of each qualified Company ERISA Plan Bakex Xxxhxx Xxxloyee Benefit Plans and each qualified Company Benefit Arrangement and related trust, and the IRS has not taken any action to revoke any such letterBakex Xxxhxx Xxxsion Plans. To the knowledge of the Company, if and to extent applicable, no Company ERISA Plan and no Company Benefit Arrangement has or has incurred an accumulated funding deficiency within the meaning of ERISA section 302 or Code section 412, nor has any waiver of the minimum funding standards of ERISA section 302 and Code section 412 been requested of or granted by the IRS with respect to any Company ERISA Plan or Company Benefit Arrangement, nor has any lien in favor of any such plan arisen under Code section 412(n) or ERISA section 302(f(m). To the knowledge of the Company, with respect to any insurance policy providing funding for benefits under any Company ERISA Plan or Company Benefit Arrangement, there is no liability of the Company in the nature of a retroactive rate adjustment, loss sharing arrangement, or other actual or contingent liability, there will be no such liability arising wholly or partially out of events occurring prior to the execution of this Agreement, nor would there be any such liability if the Company cancelled such policy as of the execution of this Agreement.

Pension and Benefit Plans; ERISA. To (i) All "employee pension plans," as defined in Section 3(2) of ERISA, maintained by Bakex Xxxhxx xx any of its Subsidiaries or any trade or business (whether or not incorporated) which is under common control, or which is treated as a single employer, with Bakex Xxxhxx under Section 414(b), (c), (m) or (o) of the Code ("Bakex Xxxhxx XXXSA Affiliate") or to which Bakex Xxxhxx xx any of its Subsidiaries or any Bakex Xxxhxx XXXSA Affiliate contributed or is obligated to contribute thereunder (the "Bakex Xxxhxx Xxxsion Plans") intended to qualify under Section 401 of the Code so qualify and the trusts maintained pursuant thereto are exempt from federal income taxation under Section 501 of the Code, and, to the best knowledge of Bakex Xxxhxx xx of the Companydate hereof, SCHEDULE 4.11 attached hereto contains nothing has occurred with respect to the operation of the Bakex Xxxhxx Pension Plans that could cause the loss of such qualification or exemption or the imposition of any liability, penalty, or tax under ERISA or the Code that is reasonably likely to have a true Material Adverse Effect on Bakex Xxxhxx. (ii) There has been no "reportable event" as that term is defined in Section 4043 of ERISA and complete list the regulations thereunder with respect to the Bakex Xxxhxx Xxxsion Plans subject to Title IV of each ERISA that would require the giving of notice or any event requiring disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA. (iii) There is no violation of ERISA with respect to the filing of applicable reports, documents, and notices regarding the "employee benefit planplans," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974ERISA and all other material employee compensation and benefit arrangements or payroll practices including, as amended ("ERISA")without limitation, maintainedseverance pay, contributed to sick leave, vacation pay, salary continuation for disability, consulting or required to be contributed to other compensation agreements, retirement, deferred compensation, bonus, long-term incentive, stock option, stock purchase, hospitalization, medical insurance, life insurance and scholarship programs maintained by the Company or Bakex Xxxhxx xx any of its Subsidiaries for the benefit of current, former and retired employees (the "Company ERISA Plans") and each other material plan, contract, program or arrangement maintained, contributed to or required to be contributed to by the Company or which Bakex Xxxhxx xx any of its Subsidiaries for contributed or is obligated to contribute thereunder (all such plans, other than the benefit of currentBakex Xxxhxx Xxxsion Plans, former and retired employees and directors (being hereinafter referred to as the "Company Bakex Xxxhxx Xxxloyee Benefit ArrangementsPlans"). To ) or Bakex Xxxhxx Xxxsion Plans with the knowledge Secretary of Labor and the 20 27 Secretary of the CompanyTreasury or the furnishing of such documents to the participants or beneficiaries of the Bakex Xxxhxx Xxxloyee Benefit Plans or Bakex Xxxhxx Xxxsion Plans, each Company ERISA Plan which violation is reasonably likely to have a Material Adverse Effect on Bakex Xxxhxx. (iv) The Bakex Xxxhxx Xxxloyee Benefit Plans and each Company Benefit Arrangement complies Bakex Xxxhxx Pension Plans have been maintained, in all material respects respects, in accordance with its their terms and with all provisions of ERISA (including rules and regulations thereunder) and other applicable laws, including ERISAFederal and state law, and no "reportable event," neither Bakex Xxxhxx xxx any of its Subsidiaries has engaged in a material "prohibited transaction" or breach of fiduciary duty (within the meaning of ERISA) or termination has occurred with respect to any Company ERISA Plan under circumstances which present a risk of any material liability to any governmental authority or other person. To the knowledge of the Company, none of the Company ERISA Plans or Company Benefit Arrangements is a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA or a "multiple employee plan" within the meaning of Section 413(c) 4975 of the Code or Section 4063 of ERISA. To the knowledge of the Company, no event has occurred which would cause the Company to incur (i) any liability to the Pension Benefit Guaranty Corporation under Section 4069 406 of ERISA or (ii) any withdrawal liability to a "multiemployer plan." Copies or descriptions of each Company ERISA Plan and Company Benefit Arrangement (and, where applicable, the most recent summary plan description, actuarial report, determination letter, annual report (Form 5500) and trust agreement relating to such Company ERISA Plan and Company Benefit Arrangement), and such other information as has been reasonably requested by Buyer, have been made available to Buyer for review prior to the date hereof. To the knowledge of the Company, each Company ERISA Plan and each Company Benefit Arrangement intended to qualify under section 401(a) of the Code, is so qualified, and each trust maintained in connection with each such plan is tax exempt under Code ss. 501(a). To the knowledge of the Company, the Internal Revenue Service ("IRS") has issued favorable determination letters with respect to the qualification of each qualified Company ERISA Plan Bakex Xxxhxx Employee Benefit Plans and each qualified Company Benefit Arrangement and related trust, and the IRS has not taken any action to revoke any such letterBakex Xxxhxx Xxxsion Plans. To the knowledge of the Company, if and to extent applicable, no Company ERISA Plan and no Company Benefit Arrangement has or has incurred an accumulated funding deficiency within the meaning of ERISA section 302 or Code section 412, nor has any waiver of the minimum funding standards of ERISA section 302 and Code section 412 been requested of or granted by the IRS with respect to any Company ERISA Plan or Company Benefit Arrangement, nor has any lien in favor of any such plan arisen under Code section 412(n) or ERISA section 302(f(m). To the knowledge of the Company, with respect to any insurance policy providing funding for benefits under any Company ERISA Plan or Company Benefit Arrangement, there is no liability of the Company in the nature of a retroactive rate adjustment, loss sharing arrangement, or other actual or contingent liability, there will be no such liability arising wholly or partially out of events occurring prior to the execution of this Agreement, nor would there be any such liability if the Company cancelled such policy as of the execution of this Agreement.

Pension and Benefit Plans; ERISA. To the knowledge of the Company, SCHEDULE 4.11 attached hereto contains a true and complete list of each (i) All "employee benefit planpension plans," as defined in Section 3(33(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), maintained, contributed to or required to be contributed to maintained by the Company Drilex or any of its Subsidiaries for or any trade or business (whether or not incorporated) which is under common control, or which is treated as a single employer, with Drilex under Section 414(b), (c), (m) or (o) of the benefit of current, former and retired employees Code (the "Company Drilex ERISA PlansAffiliate") and each other material plan, contract, program or arrangement maintained, contributed to or required to be contributed to by the Company which Drilex or any of its Subsidiaries for the benefit of current, former and retired employees and directors or any Drilex ERISA Affiliate contributed or is obligated to contribute thereunder (the "Company Benefit ArrangementsDrilex Pension Plans"). To ) intended to qualify under Section 401 of the Code so qualify and the trusts maintained pursuant thereto are exempt from federal income taxation under Section 501 of the Code, and, to the best knowledge of Drilex as of the Companydate hereof, each Company ERISA Plan and each Company Benefit Arrangement complies in all material respects with its terms and all applicable laws, including ERISA, and no "reportable event," "prohibited transaction" or breach of fiduciary duty (within the meaning of ERISA) or termination nothing has occurred with respect to the operation of the Drilex Pension Plans that could reasonably be expected to cause the loss of such qualification or exemption or the 11 18 imposition of any Company liability, penalty, or tax under ERISA Plan or the Code that is reasonably likely to have a Material Adverse Effect on Drilex. (ii) Except as disclosed in Schedule 3.1(l)(ii), there has been no "reportable event" as that term is defined in Section 4043 of ERISA and the regulations thereunder with respect to the Drilex Pension Plans subject to Title IV of ERISA that would require the giving of notice or any event requiring disclosure under circumstances Section 4041(c)(3)(C) or 4063(a) of ERISA. (iii) As to the Drilex Pension Plans and as to the "employee pension benefit plans" maintained or contributed to by Drilex, its Subsidiaries or by any Drilex ERISA Affiliate within six years prior to the Effective Time subject to Title IV of ERISA, there has been no event or condition which present presents a material risk of any termination, no notice of intent to terminate has been given under Section 4041 of ERISA and no proceeding has been instituted under Section 4042 of ERISA to terminate, such that would result in a material liability to any governmental authority Drilex, its Subsidiaries, or other person. To the knowledge of the Company, none of the Company Drilex ERISA Plans or Company Benefit Arrangements is a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA or a "multiple employee plan" within the meaning of Section 413(c) of the Code or Section 4063 of ERISA. To the knowledge of the Company, Affiliates; no event has occurred which would cause the Company to incur (i) any material liability to the Pension Benefit Guaranty Corporation under ("PBGC") has been incurred; no material accumulated funding deficiency, whether or not waived, within the meaning of Section 4069 302 of ERISA or (ii) any withdrawal liability to a "multiemployer plan." Copies or descriptions Section 412 of the Code has been incurred; and the assets of each Company ERISA Drilex Pension Plan and Company Benefit Arrangement (and, where applicable, equal or exceed the most recent summary plan description, actuarial report, determination letter, annual report (Form 5500) and trust agreement relating to such Company ERISA Plan and Company Benefit Arrangement), and such other information as has been reasonably requested by Buyer, have been made available to Buyer for review prior to the date hereof. To the knowledge present value of the Companybenefit liabilities, each Company within the meaning of Section 4041 of ERISA, under such Drilex Pension Plan, based upon reasonable actuarial assumptions and the asset valuation principles established by the PBGC. (iv) There is no violation of ERISA Plan and each Company Benefit Arrangement intended to qualify under section 401(a) of the Code, is so qualified, and each trust maintained in connection with each such plan is tax exempt under Code ss. 501(a). To the knowledge of the Company, the Internal Revenue Service ("IRS") has issued favorable determination letters with respect to the qualification filing of each qualified Company ERISA Plan and each qualified Company Benefit Arrangement and related trustapplicable reports, documents, and notices regarding all the IRS has not taken "employee benefit plans," as defined in Section 3(3) of the ERISA and all other material employee compensation and benefit arrangements or payroll practices, including, without limitation, severance pay, sick leave, vacation pay, salary continuation for disability, consulting or other compensation agreements, retirement, deferred compensation, bonus, long-term incentive, stock option, stock purchase, hospitalization, medical insurance, life insurance and scholarship programs maintained by Drilex or any action of its Subsidiaries or to revoke which Drilex or any of its Subsidiaries contributed or is obligated to contribute thereunder (all such letterplans, other than the Drilex Pension Plans, being hereinafter referred to as the "Drilex Employee Benefit Plans"), or Drilex Pension Plans with the Secretary of Labor and the Secretary of the Treasury or the furnishing of such documents to the participants or beneficiaries of the Drilex Employee Benefit Plans or Drilex Pension Plans, which violation is reasonably likely to have a Material Adverse Effect on Drilex. To (v) Except as disclosed on Schedule 3.1(l)(v), the Drilex Employee Benefit Plans and Drilex Pension Plans have been maintained, in all material respects, in accordance with their terms and with all provisions of ERISA (including rules and regulations thereunder) and other applicable Federal and state law, all contributions to the Drilex Employee Benefit Plans and Drilex Pension Plans have been timely made pursuant to their terms, there is no material liability for breaches of fiduciary duty in connection with the Drilex Employee Benefit Plans and Drilex Pension Plans, there have been no material defaults, violations, actions, suits or claims pending (except ordinary claims for benefits), or to the knowledge of Drilex, threatened respecting the CompanyDrilex Employee Benefit Plans and Drilex Pension Plans, if and to extent applicable, no Company ERISA Plan and no Company Benefit Arrangement neither Drilex nor any of its Subsidiaries has or has incurred an accumulated funding deficiency engaged in a material "prohibited transaction" within the meaning of ERISA section 302 or Code section 412, nor has any waiver Section 4975 of the minimum funding standards Code or Section 406 of ERISA section 302 and Code section 412 been requested of or granted by the IRS with respect to the Drilex Employee Benefit Plans and Drilex Pension Plans. (vi) Except as disclosed or referenced on Schedule 5.9, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any Company ERISA payment becoming due to any employee or group of employees of Drilex or any of its Subsidiaries; (ii) increase any benefits otherwise payable under any Drilex Employee Benefit Plan or Company Benefit Arrangement, nor has any lien Drilex Pension Plan or the profit sharing plan of Drilex or (iii) result in favor the acceleration of the time of payment or vesting of any such plan arisen under Code section 412(nbenefits. Except as disclosed or referenced on Schedule 5.9 or in the Drilex SEC Documents, there are no severance agreements or employment agreements between Drilex or any of its Subsidiaries and any employee of Drilex or such Subsidiary. 12 19 True and correct copies of all such severance agreements and employment agreements have been provided to Bakex Xxxhxx. Xxcept as set forth or otherwise referenced on Schedule 5.9, neither Drilex nor any of its Subsidiaries has any consulting agreement or arrangement with any person involving compensation in excess of $50,000, except as are terminable upon one month's notice or less. (vii) No stock or ERISA section 302(f). To the knowledge other security issued by Drilex or any of its subsidiaries forms or has formed a material part of the Company, with respect to assets of any insurance policy providing funding for benefits under any Company ERISA funded Drilex Employee Benefit Plan or Company Benefit Arrangement, there is no liability Drilex Pension Plan. (viii) Neither Drilex nor any of the Company in the nature of a retroactive rate adjustment, loss sharing arrangementits Subsidiaries nor any Drilex ERISA Affiliate contributes to, or other actual or contingent liabilityhas an obligation to contribute to, there will be no such liability arising wholly or partially out of events occurring and has not within six years prior to the execution Effective Time contributed to, or had an obligation to contribute to, a multiemployer plan within the meaning of this Agreement, nor would there be any such liability if the Company cancelled such policy as Section 3(37) of the execution of this Agreement.ERISA. (m)