Common use of Pension and Other Employee Benefit Plans Clause in Contracts

Pension and Other Employee Benefit Plans. (a) Except as set forth on Schedule 2.19, the Companies do not sponsor, maintain, participate in or have any liability in respect of any plan, policy, program or arrangement with respect to: (i) deferred compensation, pension, savings, cash balance or retirement benefits; (ii) severance or separation from service benefits (other than those required by law); (iii) cash or equity-based incentives, including without limitation any cash or stock bonus, performance, stock option, stock appreciation rights, restricted stock, restricted stock unit or share awards; (iv) health care benefits; (v) disability income or wage continuation benefits; (vi) supplemental unemployment benefits; (vii) life insurance, death or survivor’s benefits; (viii) accrued sick pay or vacation pay; (ix) any other benefit offered under any arrangement constituting an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or (x) fringe or other benefits (the foregoing being collectively called “Employee Benefit Plans”). Without limiting the generality of the foregoing, the Companies do not sponsor, maintain, participate in or have any liability in respect of any (i) employee benefit plan subject to Section 412 of the Code or Title IV of ERISA (“Pension Plan”), (ii) “multiemployer plan” within the meaning of Section 3(37) of ERISA or Section 4001(a)(3) of ERISA (“Multiemployer Plan”), (iii) “non-qualified deferred compensation plan” within the meaning of Section 409A of the Code, or (iv) plan providing post-termination health or life insurance. No Person, corporation, partnership, individuals, trade or business that, together with each of the Companies, is or was treated as a single-employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA has within the six (6) year period immediately preceding the date hereof any liability in respect of a Pension Plan or Multiemployer Plan. The transactions contemplated by this Agreement will not result in any payment or series of payments by the Investors or the Companies of an “excess parachute payment” within the meaning of Section 280G of the Code or any other severance, bonus or other payment on account of such transactions. The Companies have complied in all material respects with ERISA, the Code and other applicable law. Except as set forth on Schedule 2.19, the Companies do not have any present intention of establishing any Employee Benefit Plan.

Pension and Other Employee Benefit Plans. 3.18.1. There are set forth or identified in the SEC Reports all of the plans, funds, policies, programs and arrangements sponsored or maintained by the Company or any Subsidiary on behalf of any employee or former employee of the Company or any Subsidiary (or any dependent or beneficiary of any such Employee or former employee) with respect to (a) Except as set forth on Schedule 2.19, the Companies do not sponsor, maintain, participate in or have any liability in respect of any plan, policy, program or arrangement with respect to: (i) deferred compensation, pension, savings, cash balance compensation or retirement benefits; (iib) severance or separation from service benefits (other than those required by law); (iiic) cash or equity-based incentives, including without limitation any cash or stock bonusincentive, performance, stock option, stock appreciation rights, restricted stock, restricted stock unit share appreciation or share bonus awards; (ivd) health care benefits; (ve) disability income or wage continuation benefits; (vif) supplemental unemployment benefits; (viig) life insurance, death or survivor’s benefits; (viiih) accrued sick pay or vacation pay; or (ixi) any other material benefit offered under any arrangement constituting an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or (x) fringe or other benefits and not excepted by Section 4 of ERISA (the foregoing being collectively called “Employee Benefit Plans”). Without limiting the generality of the foregoing, the Companies do not sponsor, maintain, participate in or have any liability in respect of any (i) employee benefit plan Schedule ‎3.18.1 sets forth all such Employee Benefit Plans subject to the provisions of Section 412 of the Code or Title IV of ERISA (as well as any “Pension Plan”), (ii) “multiemployer planmulti-employer plans” within the meaning of Section 3(37) of ERISA or Section 4001(a)(3) of ERISA (“Multiemployer Plan”)ERISA. Except as set forth on Schedule ‎3.18.1, (iii) “non-qualified deferred compensation plan” within the meaning of Section 409A of the Code, or (iv) plan providing post-termination health or life insurance. No Person, corporation, partnership, individuals, trade or business that, together with each of the Companies, is or was treated as a single-employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA has within the six (6) year period immediately preceding the date hereof any liability in respect of a Pension Plan or Multiemployer Plan. The transactions contemplated by this Agreement will not result in any payment or series of payments by the Investors Purchasers, the Company or the Companies any Subsidiary of an “excess parachute payment” within the meaning of Section 280G of the Code or any other severance, bonus or other payment on account of such transactions. The Companies have complied in all material respects with ERISA, the Code and other applicable law. Except as set forth on Schedule 2.19‎3.18.1, none of the Employee Benefit Plans is under investigation or audit by the United States Department of Labor, the Companies do not have Internal Revenue Service or any present intention other Governmental or Regulatory Authority. 3.18.2. Except as set forth in the SEC Reports, (a) the Company and each Subsidiary has complied with its obligations under all applicable Requirements of establishing Law including, without limitation, of ERISA and the Code with respect to such Employee Benefit Plans and all other arrangements that provide compensation or benefits to any Employee and the terms thereof, whether or not such person is directly employed by the Company or any Subsidiary and (b) there are no pending or, to the knowledge of the Company, threatened actions or claims for benefits by any Employee, other than routine claims for benefits in the ordinary course of business. No Employee Benefit Plan.Plan provides any benefits to any former employees. 3.18.3. All Employee Benefit Plans that are intended to meet the requirements of Section 401(a) of the Code have been determined by the Internal Revenue Service to meet such requirements and have at all times operated in compliance with such requirements. -9- 3.18.4. All employment Taxes, premiums for employee benefits provided through insurance, contributions to Employee Benefit Plans, and all other compensation and benefits to which employees are entitled, have been timely paid or provided as applicable, and there is no liability for any such payments, contributions or premiums. 3.19

Pension and Other Employee Benefit Plans. 3.18.1. There are set forth or identified in Schedule 3.18.1 all of the plans, funds, policies, programs and arrangements sponsored or maintained by any Relmada Entity on behalf of any Employee or former employee of any Relmada Entity (or any dependent or beneficiary of any such Employee or former employee) with respect to (a) Except as set forth on Schedule 2.19, the Companies do not sponsor, maintain, participate in or have any liability in respect of any plan, policy, program or arrangement with respect to: (i) deferred compensation, pension, savings, cash balance compensation or retirement benefits; (iib) severance or separation from service benefits (other than those required by law); (iiic) cash or equity-based incentives, including without limitation any cash or stock bonusincentive, performance, stock option, stock appreciation rights, restricted stock, restricted stock unit share appreciation or share bonus awards; (ivd) health care benefits; (ve) disability income or wage continuation benefits; (vif) supplemental unemployment benefits; (viig) life insurance, death or survivor’s benefits; (viiih) accrued sick pay or vacation pay; or (ixi) any other material benefit offered under any arrangement constituting an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or (x) fringe or other benefits and not excepted by Section 4 of ERISA (the foregoing being collectively called “Employee Benefit Plans”). Without limiting the generality of the foregoing, the Companies do not sponsor, maintain, participate in or have any liability in respect of any (i) employee benefit plan Schedule 3.18.1 sets forth all such Employee Benefit Plans subject to the provisions of Section 412 of the Code or Title IV of ERISA (as well as any “Pension Plan”), (ii) “multiemployer planmulti-employer plans” within the meaning of Section 3(37) of ERISA or Section 4001(a)(3) of ERISA (“Multiemployer Plan”)ERISA. Except as set forth on Schedule 3.18.1, (iii) “non-qualified deferred compensation plan” within the meaning of Section 409A of the Code, or (iv) plan providing post-termination health or life insurance. No Person, corporation, partnership, individuals, trade or business that, together with each of the Companies, is or was treated as a single-employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA has within the six (6) year period immediately preceding the date hereof any liability in respect of a Pension Plan or Multiemployer Plan. The transactions contemplated by this Agreement will not result in any payment or series of payments by the Investors Purchasers or the Companies any Relmada Entity of an “excess parachute payment” within the meaning of Section 280G of the Code or any other severance, bonus or other payment on account of such transactions. The Companies have complied in all material respects with ERISA, the Code and other applicable law. Except as set forth on Schedule 2.193.18.1, none of the Employee Benefit Plans is under investigation or audit by either the United States Department of Labor, the Companies do not have Internal Revenue Service or any present intention of establishing any Employee Benefit Planother Governmental or Regulatory Authority.

Pension and Other Employee Benefit Plans. 3.18.1. There are set forth or identified in the SEC Reports or in Schedule ‎3.18.1 all of the plans, funds, policies, programs and arrangements sponsored or maintained by the Company or any Subsidiary on behalf of any employee or former employee of the Company or any Subsidiary (or any dependent or beneficiary of any such Employee or former employee) with respect to (a) Except as set forth on Schedule 2.19, the Companies do not sponsor, maintain, participate in or have any liability in respect of any plan, policy, program or arrangement with respect to: (i) deferred compensation, pension, savings, cash balance compensation or retirement benefits; (iib) severance or separation from service benefits (other than those required by law); (iiic) cash or equity-based incentives, including without limitation any cash or stock bonusincentive, performance, stock option, stock appreciation rights, restricted stock, restricted stock unit share appreciation or share bonus awards; (ivd) health care benefits; (ve) disability income or wage continuation benefits; (vif) supplemental unemployment benefits; (viig) life insurance, death or survivor’s benefits; (viiih) accrued sick pay or vacation pay; or (ixi) any other material benefit offered under any arrangement constituting an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or (x) fringe or other benefits and not excepted by Section 4 of ERISA (the foregoing being collectively called “Employee Benefit Plans”). Without limiting the generality of the foregoing, the Companies do not sponsor, maintain, participate in or have any liability in respect of any (i) employee benefit plan Schedule ‎3.18.1 sets forth all such Employee Benefit Plans subject to the provisions of Section 412 of the Code or Title IV of ERISA (as well as any “Pension Plan”), (ii) “multiemployer planmulti-employer plans” within the meaning of Section 3(37) of ERISA or Section 4001(a)(3) of ERISA (“Multiemployer Plan”)ERISA. Except as set forth on Schedule ‎3.18.1, (iii) “non-qualified deferred compensation plan” within the meaning of Section 409A of the Code, or (iv) plan providing post-termination health or life insurance. No Person, corporation, partnership, individuals, trade or business that, together with each of the Companies, is or was treated as a single-employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA has within the six (6) year period immediately preceding the date hereof any liability in respect of a Pension Plan or Multiemployer Plan. The transactions contemplated by this Agreement will not result in any payment or series of payments by the Investors Purchasers, the Company or the Companies any Subsidiary of an “excess parachute payment” within the meaning of Section 280G of the Code or any other severance, bonus or other payment on account of such transactions. The Companies have complied in all material respects with ERISA, the Code and other applicable law. Except as set forth on Schedule 2.19‎3.18.1, none of the Employee Benefit Plans is under investigation or audit by the United States Department of Labor, the Companies do not have Internal Revenue Service or any present intention of establishing any Employee Benefit Planother Governmental or Regulatory Authority.