Common use of Pensions and Benefits Clause in Contracts

Pensions and Benefits. (a) Schedule 3.23(a) to the Disclosure Schedule contains a true and complete list of each “employee benefit plan” within the meaning of Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including, without limitation, multiemployer plans within the meaning of Section 3(37) of ERISA, and all retirement, profit sharing, stock option, stock bonus, stock purchase, severance, fringe benefit, deferred compensation, and other employee benefit programs, plans, or arrangements, whether or not subject to ERISA, under which (i) any current or former directors, officers, employees or consultants of the Company has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of the Subsidiaries, or (ii) the Company or any of the Subsidiaries has any present or future liability. All such programs, plans, or arrangements shall be collectively referred to as the “Company Plans.” Each Company Plan is included as part of or specifically identified in the SEC Documents to the extent required by the rules and regulations of the SEC as in effect at the time of filing. (i) Each Company Plan has been established and administered in all material respects in accordance with its terms and in compliance with the applicable provisions of ERISA, the Internal Revenue Code of 1986, as amended (the “Code”), and other applicable laws, rules and regulations; (ii) each Company Plan which is intended to be qualified within the meaning of Section 401(a) of the Code is so qualified and has received a favorable determination letter as to its qualification (or if maintained pursuant to a prototype form of instrument the sponsor thereof has received a favorable opinion letter as to its qualification), and to the Company’s knowledge nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification; and (iii) no Company Plan provides retiree health or life insurance benefits (whether or not insured), and neither the Company nor the Subsidiaries have any obligations to provide any such retiree benefits other than as required pursuant to Section 4980B of the Code or other applicable law. (c) No Company Plan is a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA) or a plan subject to the minimum funding requirements of Section 302 or ERISA or Section 412 of the Code or Title IV of ERISA, and neither the Company, the Subsidiaries, nor any member of their Controlled Group has any liability or obligation in respect of, any such multiemployer plan or plan. With respect to any Company Plan and to the Company’s knowledge, (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or threatened, and (ii) no administrative investigation, audit or other administrative proceeding by the Department of Labor, the Pension Benefit Guaranty Corporation, the Internal Revenue Service or other governmental agencies are pending, threatened or in progress.

Pensions and Benefits. (a) Schedule 3.23(a3.20(a) to the Disclosure Schedule contains a true and complete list of each “employee benefit plan” within the meaning of Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including, without limitation, multiemployer plans within the meaning of Section 3(37) of ERISA, and all retirement, profit sharing, stock option, stock bonus, stock purchase, severance, fringe benefit, deferred compensation, and other employee benefit programs, plans, or arrangements, whether or not subject to ERISA, under which (i) any current or former directors, officers, employees or consultants of the Company has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of the Subsidiaries, or (ii) the Company or any of the Subsidiaries has any present or future liability. All such programs, plans, or arrangements shall be collectively referred to as the “Company Plans.” Each Company Plan is included as part of or specifically identified in the SEC Documents to the extent required by the rules and regulations of the SEC as in effect at the time of filing. (i) Each Company Plan has been established and administered in all material respects in accordance with its terms and in compliance with the applicable provisions of ERISA, the Internal Revenue Code of 1986, as amended (the “Code”), and other applicable laws, rules and regulations; (ii) each Company Plan which is intended to be qualified within the meaning of Section 401(a) of the Code is so qualified and has received a favorable determination letter as to its qualification (or if maintained pursuant to a prototype form of instrument the sponsor thereof has received a favorable opinion letter as to its qualification), and to the Company’s knowledge nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification; and (iii) no Company Plan provides retiree health or life insurance benefits (whether or not insured), and neither the Company nor the Subsidiaries have any obligations to provide any such retiree benefits other than as required pursuant to Section 4980B of the Code or other applicable law. (c) No Company Plan is a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA) or a plan subject to the minimum funding requirements of Section 302 or ERISA or Section 412 of the Code or Title IV of ERISA, and neither the Company, the Subsidiaries, nor any member of their Controlled Group has any liability or obligation in respect of, any such multiemployer plan or plan. With respect to any Company Plan and to the Company’s knowledge, (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or threatened, and (ii) no administrative investigation, audit or other administrative proceeding by the Department of Labor, the Pension Benefit Guaranty Corporation, the Internal Revenue Service or other governmental agencies are pending, threatened or in progress.

Pensions and Benefits. (a) Schedule 3.23(a3.18(a) to the Disclosure Schedule contains a true and complete list of each “employee benefit plan” within the meaning of Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including, without limitation, multiemployer plans within the meaning of Section 3(37) of ERISA, and all retirement, profit sharing, stock option, stock bonus, stock purchase, severance, fringe benefit, deferred compensation, and other employee benefit programs, plans, or arrangements, whether or not subject to ERISA, under which (i) any current or former directors, officers, employees or consultants of the Company has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of the SubsidiariesSubsidiary, or (ii) the Company or any of the Subsidiaries Subsidiary has any present or future liability. All such programs, plans, or arrangements shall be collectively referred to as the “Company Plans.” Each Company Plan is included as part of or specifically identified in the SEC Company Documents to the extent required by the rules and regulations of the SEC as in effect at the time of filing. (i) Each Company Plan has been established and administered in all material respects in accordance with its terms and in compliance with the applicable provisions of ERISA, the Internal Revenue Code of 1986, as amended (the “Code”), and other applicable laws, rules and regulations; (ii) each Company Plan which is intended to be qualified within the meaning of Section 401(a) of the Code is so qualified and has received a favorable determination letter as to its qualification (or if maintained pursuant to a prototype form of instrument the sponsor thereof has received a favorable opinion letter as to its qualification), and to the Company’s knowledge nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification; and (iii) no Company Plan provides retiree health or life insurance benefits (whether or not insured), and neither the Company nor the Subsidiaries Subsidiary have any obligations to provide any such retiree benefits other than as required pursuant to Section 4980B of the Code or other applicable law. (c) No Company Plan is a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA) ERISA or a plan subject to the minimum funding requirements of Section 302 or ERISA or Section 412 of the Code or Title IV of ERISA, and neither the Company, the SubsidiariesSubsidiary, nor any member of their Controlled Group has any liability or obligation in respect of, any such multiemployer plan or plan. With respect to any Company Plan and to the Company’s knowledge, (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or threatened, and (ii) no administrative investigation, audit or other administrative proceeding by the Department of Labor, the Pension Benefit Guaranty CorporationPBGC, the Internal Revenue Service or other governmental agencies are pending, threatened or in progress.

Pensions and Benefits. (a) Schedule 3.23(a3.20(a) to the Disclosure Schedule contains a true and complete list of each “"employee benefit plan” " within the meaning of Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), including, without limitation, multiemployer plans within the meaning of Section 3(37) of ERISA, and all retirement, profit sharing, stock option, stock bonus, stock purchase, severance, fringe benefit, deferred compensation, and other employee benefit programs, plans, or arrangements, whether or not subject to ERISA, under which (i) any current or former directors, officers, employees or consultants of the Company has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of the Subsidiaries, or (ii) the Company or any of the Subsidiaries has any present or future liability. All such programs, plans, or arrangements shall be collectively referred to as the “"Company Plans.” " Each Company Plan is included as part of or specifically identified in the SEC Documents to the extent required by the rules and regulations of the SEC as in effect at the time of filing. (i) Each Company Plan has been established and administered in all material respects in accordance with its terms and in compliance with the applicable provisions of ERISA, the Internal Revenue Code of 1986, as amended (the “"Code”"), and other applicable laws, rules and regulations; (ii) each Company Plan which is intended to be qualified within the meaning of Section 401(a) of the Code is so qualified and has received a favorable determination letter as to its qualification (or if maintained pursuant to a prototype form of instrument the sponsor thereof has received a favorable opinion letter as to its qualification), and to the Company’s 's knowledge nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification; and (iii) no Company Plan provides retiree health or life insurance benefits (whether or not insured), and neither the Company nor the Subsidiaries have any obligations to provide any such retiree benefits other than as required pursuant to Section 4980B of the Code or other applicable law. (c) No Company Plan is a “"multiemployer plan” " as defined in Section 4001(a)(3) of ERISA) or a plan subject to the minimum funding requirements of Section 302 or ERISA or Section 412 of the Code or Title IV of ERISA, and neither the Company, the Subsidiaries, nor any member of their Controlled Group has any liability or obligation in respect of, any such multiemployer plan or plan. With respect to any Company Plan and to the Company’s 's knowledge, (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or threatened, and (ii) no administrative investigation, audit or other administrative proceeding by the Department of Labor, the Pension Benefit Guaranty Corporation, the Internal Revenue Service or other governmental agencies are pending, threatened or in progress.

Pensions and Benefits. (a) Schedule 3.23(a3.18(a) to the Disclosure Schedule contains a true and complete list of each “employee benefit plan” within the meaning of Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including, without limitation, multiemployer plans within the meaning of Section 3(37) of ERISA, and all retirement, profit sharing, stock option, stock bonus, stock purchase, severance, fringe benefit, deferred compensation, and other employee benefit programs, plans, or arrangements, whether or not subject to ERISA, under which (i) any current or former directors, officers, employees or consultants of the Company has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of the SubsidiariesSubsidiary, or (ii) the Company or any of the Subsidiaries Subsidiary has any present or future liability. All such programs, plans, or arrangements shall be collectively referred to as the “Company Plans.” Each Company Plan is included as part of or specifically identified in the SEC Company Documents to the extent required by the rules and regulations of the SEC as in effect at the time of filing. (i) Each Company Plan has been established and administered in all material respects in accordance with its terms and in compliance with the applicable provisions of ERISA, the Internal Revenue Code of 1986, as amended (the “Code”"), and other applicable laws, rules and regulations; (ii) each Company Plan which is intended to be qualified within the meaning of Section 401(a) of the Code is so qualified and has received a favorable determination letter as to its qualification (or if maintained pursuant to a prototype form of instrument the sponsor thereof has received a favorable opinion letter as to its qualification), and to the Company’s 's knowledge nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification; and (iii) no Company Plan provides retiree health or life insurance benefits (whether or not insured), and neither the Company nor the Subsidiaries Subsidiary have any obligations to provide any such retiree benefits other than as required pursuant to Section 4980B of the Code or other applicable law. (c) No Company Plan is a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA) ERISA or a plan subject to the minimum funding requirements of Section 302 or ERISA or Section 412 of the Code or Title IV of ERISA, and neither the Company, the SubsidiariesSubsidiary, nor any member of their Controlled Group has any liability or obligation in respect of, any such multiemployer plan or plan. With respect to any Company Plan and to the Company’s 's knowledge, (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or threatened, and (ii) no administrative investigation, audit or other administrative proceeding by the Department of Labor, the Pension Benefit Guaranty CorporationPBGC, the Internal Revenue Service or other governmental agencies are pending, threatened or in progress.

Pensions and Benefits. (a) Schedule 3.23(a3.22(a) to the Disclosure Schedule contains a true and complete list of each “employee benefit plan” within the meaning of Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including, without limitation, multiemployer plans within the meaning of Section 3(37) of ERISA, and all retirement, profit sharing, stock option, stock bonus, stock purchase, severance, fringe benefit, deferred compensation, and other employee benefit programs, plans, or arrangements, whether or not subject to ERISA, under which (i) any current or former directors, officers, employees or consultants of the Company has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of the Subsidiaries, or (ii) the Company or any of the Subsidiaries has any present or future liability. All such programs, plans, or arrangements shall be collectively referred to as the “Company Plans.” Each Company Plan is included as part of or specifically identified in the SEC Documents to the extent required by the rules and regulations of the SEC as in effect at the time of filing. (i) Each Company Plan has been established and administered in all material respects in accordance with its terms and in compliance with the applicable provisions of ERISA, the Internal Revenue Code of 1986, as amended (the “Code”), and other applicable laws, rules and regulations; (ii) each Company Plan which is intended to be qualified within the meaning of Section 401(a) of the Code is so qualified and has received a favorable determination letter as to its qualification (or if maintained pursuant to a prototype form of instrument the sponsor thereof has received a favorable opinion letter as to its qualification), and to the Company’s knowledge nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification; and (iii) no Company Plan provides retiree health or life insurance benefits (whether or not insured), and neither the Company nor the Subsidiaries have any obligations to provide any such retiree benefits other than as required pursuant to Section 4980B of the Code or other applicable law. (c) No Company Plan is a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA) ERISA or a plan subject to the minimum funding requirements of Section 302 or ERISA or Section 412 of the Code or Title IV of ERISA, and neither the Company, the Subsidiaries, nor any member of their Controlled Group has any liability or obligation in respect of, any such multiemployer plan or plan. With respect to any Company Plan and to the Company’s knowledge, (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or threatened, and (ii) no administrative investigation, audit or other administrative proceeding by the Department of Labor, the Pension Benefit Guaranty Corporation, the Internal Revenue Service or other governmental agencies are pending, threatened or in progress.

Pensions and Benefits. (a) Except as set forth on Schedule 3.23(a5.10(a) hereto, as of the date of this Agreement, no Seller maintains or has any obligation to the Disclosure Schedule contains a true and complete list of each “make contributions to, any employee benefit plan” plan (an "ERISA Plan") within the meaning of Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), including, without limitation, multiemployer plans within the meaning of Section 3(37) of ERISA, and all or any other retirement, profit sharing, stock option, stock bonusbonus or other benefit program (a "Non-ERISA Plan"), stock purchasein either case, severance, fringe benefit, deferred compensation, and other employee for the benefit programs, plans, or arrangements, whether or not subject to ERISA, under which (i) of any current or former directors, officers, employees or consultants of the Company has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any either of the Subsidiaries, Businesses. The Sellers have heretofore delivered or (ii) the Company or any of the Subsidiaries has any present or future liability. All such programs, plans, or arrangements shall be collectively referred to as the “Company Plans.” Each Company Plan is included as part of or specifically identified in the SEC Documents made available to the extent Buyer copies or summaries of each such ERISA Plan and Non-ERISA Plan and any associated funding instruments and, with respect to any such ERISA Plan, the most recently completed annual report (with any required by attachments), the rules most recent IRS determination letter, and regulations of the SEC as in effect at the time of filingany other advisory opinions or rulings applicable to such Plan. (ib) Each Company Plan has To the Sellers' knowledge, except as set forth on Schedule 5.10(b), all of the Sellers' ERISA Plans and Non-ERISA Plans have been established maintained and administered operated in all material respects in accordance with its all federal, state, provincial and local laws applicable to such plans, and the terms and in compliance with conditions of the applicable provisions respective plan documents. (c) Each of ERISA, the Internal Revenue Code Savings Plans (within the meaning of 1986, as amended (the “Code”), and other applicable laws, rules and regulations; (iiSection 11.3) each Company Plan which is intended to be constitute a qualified plan within the meaning of Section 401(a) of the Code is so Code, Sellers' intend to submit each such Savings Plan to the Internal Revenue Service for a determination of its qualified and has received status in a favorable determination letter as to its qualification (or if maintained pursuant to a prototype form of instrument the sponsor thereof has received a favorable opinion letter as to its qualification)timely manner, and to the Company’s knowledge nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification; and (iii) no Company Plan provides retiree health or life insurance benefits (whether or not insured), and neither the Company nor the Subsidiaries have any obligations to provide any such retiree benefits other than as required pursuant to Section 4980B of the Code or other applicable lawSellers' there is no reason to believe that favorable determination letters will not be issued in due course. (cd) No Company Plan is a “collective bargaining agreements are currently in effect which obligate Sellers to make contributions on behalf of any of the Assumed Employees to any "employee pension benefit plan", or "employee welfare benefit plan", as such terms are defined in Sections 3(2) and 3(1) of ERISA, respectively, nor to any multiemployer plan” , as defined in Section 4001(a)(33(37) of ERISA. (e) Other than as described in this Agreement, no agreement, commitment or a plan subject to obligation exists on the minimum funding requirements part of Section 302 or ERISA or Section 412 any of the Code Sellers which would increase benefits available under any ERISA Plan or Title IV any Non-ERISA Plan or which require the adoption of ERISA, and neither the Company, the Subsidiaries, nor any member of their Controlled Group has any liability or obligation in respect of, any such multiemployer new plan or plan. With program by any Seller with respect to any Company Plan and to employees of the Company’s knowledge, (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or threatened, and (ii) no administrative investigation, audit or other administrative proceeding by the Department of Labor, the Pension Benefit Guaranty Corporation, the Internal Revenue Service or other governmental agencies are pending, threatened or in progressBusinesses.

Pensions and Benefits. (a) a. Schedule 3.23(a3.18(a) to the Disclosure Schedule contains a true and complete list of each “employee benefit plan” within the meaning of Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including, without limitation, multiemployer plans within the meaning of Section 3(37) of ERISA, and all retirement, profit sharing, stock option, stock bonus, stock purchase, severance, fringe benefit, deferred compensation, and other employee benefit programs, plans, or arrangements, whether or not subject to ERISA, under which (i) any current or former directors, officers, employees or consultants of the Company has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of the Subsidiaries, or (ii) the Company or any of the Subsidiaries has any present or future liability. All such programs, plans, or arrangements shall be collectively referred to as the “Company Plans.” Each Company Plan is included as part of or specifically identified in the SEC Company Documents to the extent required by the rules and regulations of the SEC as in effect at the time of filing. (i) Each Company Plan has been established and administered in all material respects in accordance with its terms and in compliance with the applicable provisions of ERISA, the Internal Revenue Code of 1986, as amended (the “Code”), and other applicable laws, rules and regulations; (ii) each Company Plan which is intended to be qualified within the meaning of Section 401(a) of the Code is so qualified and has received a favorable determination letter as to its qualification (or if maintained pursuant to a prototype form of instrument the sponsor thereof has received a favorable opinion letter as to its qualification), and to the Company’s knowledge nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification; and (iii) no Company Plan provides retiree health or life insurance benefits (whether or not insured), and neither the Company nor the Subsidiaries have any obligations to provide any such retiree benefits other than as required pursuant to Section 4980B of the Code or other applicable law. (c) c. No Company Plan is a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA) ERISA or a plan subject to the minimum funding requirements of Section 302 or ERISA or Section 412 of the Code or Title IV of ERISA, and neither the Company, the Subsidiaries, nor any member of their Controlled Group has any liability or obligation in respect of, any such multiemployer plan or plan. With respect to any Company Plan and to the Company’s knowledge, (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or threatened, and (ii) no administrative investigation, audit or other administrative proceeding by the Department of Labor, the Pension Benefit Guaranty Corporation, the Internal Revenue Service or other governmental agencies are pending, threatened or in progress.

Pensions and Benefits. (a) Schedule 3.23(a2-3.19 (a) to the Disclosure Schedule contains a true ------------------ and complete list of each “"employee benefit plan” " within the meaning of Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), including, without limitation, multiemployer plans within the meaning of Section 3(37) of ERISA, and all retirement, profit sharing, stock option, stock bonus, stock purchase, severance, fringe benefit, deferred compensation, and other employee benefit programs, plans, or arrangements, whether or not subject to ERISA, under which (i) any current or former directors, officers, employees or consultants of the Company has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of the Subsidiaries, or (ii) the Company or any of the Subsidiaries has any present or future liability. All such programs, plans, or arrangements shall be collectively referred to as the “"Company Plans.” " Each Company Plan is included as part of or specifically identified in the SEC Documents 2005 10-KSB to the extent required by the rules and regulations of the SEC as in effect at the time of filing. (i) Each Company Plan has been established and administered in all material respects in accordance with its terms and in compliance with the applicable provisions of ERISA, the Internal Revenue Code of 1986, as amended (the “"Code”"), and other applicable laws, rules and regulations; (ii) each Company Plan which is intended to be qualified within the meaning of Section 401(a) of the Code is so qualified and has received a favorable determination letter as to its qualification (or if maintained pursuant to a prototype form of instrument the sponsor thereof has received a favorable opinion letter as to its qualification), and to the Company’s 's knowledge nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification; and (iii) no Company Plan provides retiree health or life insurance benefits (whether or not insured), and neither the Company nor the Subsidiaries have any obligations to provide any such retiree benefits other than as required pursuant to Section 4980B of the Code or other applicable law. (c) No Company Plan is a “"multiemployer plan” " as defined in Section 4001(a)(3) of ERISA) or a plan subject to the minimum funding requirements of Section 302 or ERISA or Section 412 of the Code or Title IV of ERISA, and neither the Company, the Subsidiaries, nor any member of their Controlled Group has any liability or obligation in respect of, any such multiemployer plan or plan. With respect to any Company Plan and to the Company’s 's knowledge, (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or threatened, and (ii) no administrative investigation, audit or other administrative proceeding by the Department of Labor, the Pension Benefit Guaranty Corporation, the Internal Revenue Service or other governmental agencies are pending, threatened or in progress.

Pensions and Benefits. (a) Schedule 3.23(a3.20(a) to the Disclosure Schedule contains a true and complete list of each “"employee benefit plan” " within the meaning of Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), including, without limitation, multiemployer plans within the meaning of Section 3(37) of ERISA, and all retirement, profit sharing, stock option, stock bonus, stock purchase, severance, fringe benefit, deferred compensation, and other employee benefit programs, plans, or arrangements, whether or not subject to ERISA, under which (i) any current or former directors, officers, employees or consultants of the Company has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of the Subsidiaries, or (ii) the Company or any of the Subsidiaries has any present or future liability. All such programs, plans, or arrangements shall be collectively referred to as the “Company Plans"COMPANY PLANS.” " Each Company Plan is included as part of or specifically identified in the SEC Documents to the extent required by the rules and regulations of the SEC as in effect at the time of filing. (i) Each Company Plan has been established and administered in all material respects in accordance with its terms and in compliance with the applicable provisions of ERISA, the Internal Revenue Code of 1986, as amended (the “Code”"CODE"), and other applicable laws, rules and regulations; (ii) each Company Plan which is intended to be qualified within the meaning of Section 401(a) of the Code is so qualified and has received a favorable determination letter as to its qualification (or if maintained pursuant to a prototype form of instrument the sponsor thereof has received a favorable opinion letter as to its qualification), and to the Company’s 's knowledge nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification; and (iii) no Company Plan provides retiree health or life insurance benefits (whether or not insured), and neither the Company nor the Subsidiaries have any obligations to provide any such retiree benefits other than as required pursuant to Section 4980B of the Code or other applicable law. (c) No Company Plan is a “"multiemployer plan” " as defined in Section 4001(a)(3) of ERISA) or a plan subject to the minimum funding requirements of Section 302 or ERISA or Section 412 of the Code or Title IV of ERISA, and neither the Company, the Subsidiaries, nor any member of their Controlled Group has any liability or obligation in respect of, any such multiemployer plan or plan. With respect to any Company Plan and to the Company’s 's knowledge, (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or threatened, and (ii) no administrative investigation, audit or other administrative proceeding by the Department of Labor, the Pension Benefit Guaranty Corporation, the Internal Revenue Service or other governmental agencies are pending, threatened or in progress.

Pensions and Benefits. (a) Schedule 3.23(a3.20(a) to the Disclosure Schedule contains a true and complete list of each “"employee benefit plan” " within the meaning of Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), including, without limitation, multiemployer plans within the meaning of Section 3(37) of ERISA, and all retirement, profit sharing, stock option, stock bonus, stock purchase, severance, fringe benefit, deferred compensation, and other employee benefit programs, plans, or arrangements, whether or not subject to ERISA, under which (i) any current or former directors, officers, employees or consultants of the Company has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of the Subsidiaries, or (ii) the Company or any of the Subsidiaries has any present or future liability. All such programs, plans, or arrangements shall be collectively referred to as the “"Company Plans.” " Each Company Plan is included as part of or specifically identified in the SEC Documents 2004 10-K to the extent required by the rules and regulations of the SEC as in effect at the time of filing. (i) Each Company Plan has been established and administered in all material respects in accordance with its terms and in compliance with the applicable provisions of ERISA, the Internal Revenue Code of 1986, as amended (the “"Code”"), and other applicable laws, rules and regulations; (ii) each Company Plan which is intended to be qualified within the meaning of Section 401(a) of the Code is so qualified and has received a favorable determination letter as to its qualification (or if maintained pursuant to a prototype form of instrument the sponsor thereof has received a favorable opinion letter as to its qualification), and to the Company’s 's knowledge nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification; and (iii) no Company Plan provides retiree health or life insurance benefits (whether or not insured), and neither the Company nor the Subsidiaries have any obligations to provide any such retiree benefits other than as required pursuant to Section 4980B of the Code or other applicable law. (c) No Company Plan is a “"multiemployer plan” " as defined in Section 4001(a)(3) of ERISA) or a plan subject to the minimum funding requirements of Section 302 or ERISA or Section 412 of the Code or Title IV of ERISA, and neither the Company, the Subsidiaries, nor any member of their Controlled Group has any liability or obligation in respect of, any such multiemployer plan or plan. With respect to any Company Plan and to the Company’s 's knowledge, (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or threatened, and (ii) no administrative investigation, audit or other administrative proceeding by the Department of Labor, the Pension Benefit Guaranty Corporation, the Internal Revenue Service or other governmental agencies are pending, threatened or in progress.

Pensions and Benefits. (a) Schedule 3.23(a2.17(a) to the Disclosure Schedule hereto contains a true and complete list of (i) each “"employee benefit plan” " within the meaning of Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), including, without limitation, multiemployer plans within the meaning of Section 3(37) of ERISA, and (ii) all retirement, profit sharing, stock option, stock bonus, stock purchase, severance, employment, change-in-control, fringe benefit, bonus, incentive, deferred compensation, employee loan and all other employee benefit programs, plans, agreements, policies or arrangements, whether or not subject to ERISA, under which (i1) any current or former directors, officers, employees or consultants of the Company has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of the SubsidiariesSubsidiary, or (ii2) the Company or any of the Subsidiaries Subsidiary has any present or future liability, (iii) the Stock Incentive Plan, (iv) any other plan or program under which equity-based rights of the Company have been granted and which have been terminated as provided in Section 1.2(l) of this Agreement, and (v) any agreement pursuant to which Company Options that are outstanding and unexercised as of the Effective Time, and canceled or terminated pursuant to Section 1.2(l) of this Agreement, were granted. All such programs, plans, agreements, policies or arrangements referenced in the preceding sentence shall be collectively referred to as the “"Company Plans.” Each " With respect to each Company Plan is included as part Plan, the Company has heretofore delivered or made available to the Parent current, accurate and complete copies of or specifically identified in the SEC Documents each Company Plan, and, to the extent applicable: (i) the annual report on Form 5500 (with any required by attachments, including audited financial statements) for the rules three most recent years, (ii) the most recent IRS determination letter, if applicable, (iii) any related trust agreement or other funding instrument, (iv) any summary plan description and regulations (v) a summary of any proposed amendments or changes previously announced to participants as to be made to the SEC as in effect Company Plans at any time within 12 months immediately following the time date of filingthis Agreement. (i) Each Company Plan has been established and administered in all material respects in accordance with its terms and in compliance with the applicable provisions of ERISA, the Internal Revenue Code of 1986, as amended (the “Code”), and other applicable laws, rules and regulations; (ii) each Company Plan which is intended to be qualified within the meaning of Section 401(a) of the Code is so qualified and has received a favorable determination letter as to its qualification (or if maintained pursuant to a prototype form of instrument the sponsor thereof has received a favorable opinion letter as to its qualification), and to the Company’s knowledge 's Knowledge, nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification; (iii) no event has occurred and, to the knowledge of the Company, no condition exists that would subject the Company or its Subsidiaries, either directly or by reason of their affiliation with any member of their "Controlled Group" (defined as any organization which is a member of a controlled group of organizations within the meaning of Sections 414(b), (c), (m) or (o) of the Code), to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other laws, rules and regulations applicable to the Company Plans; (iv) no "prohibited transaction" (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) has occurred with respect to any Company Plan; (v) no Company Plan is a split dollar life insurance program and no Company Plan (other than any 401(k) plan) otherwise provides for loans to employees of the Company, and no loan by the Company or any of its Subsidiaries to any employee of the Company or any of its Subsidiaries is currently outstanding and (iiivi) no Company Plan provides retiree health or life insurance benefits (whether or not insured)benefits, and neither the Company nor the its Subsidiaries have any obligations to provide any such retiree health or life insurance benefits other than as required pursuant to Section 4980B of the Code or other applicable law. (c) No Company Plan is a “"multiemployer plan” " as defined in Section 4001(a)(3) of ERISAERISA (a "Multiemployer Plan") or a plan subject to the minimum funding requirements of Section 302 or of ERISA or Section 412 of the Code or Title IV of ERISAERISA (a "Title IV Plan"), and neither the Company, the its Subsidiaries, nor any member of their Controlled Group has any liability or obligation in respect of, of any such multiemployer plan Multiemployer Plan or plan. Title IV Plan. (d) With respect to any Company Plan and to the Company’s knowledgePlan, (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to the Knowledge of the Company, threatened, (ii) to the Knowledge of the Company, no facts or threatenedcircumstances exist that could give rise to any such actions, suits or claims, and (iiiii) no administrative investigation, audit or other administrative proceeding by the Department of Labor, the Pension Benefit Guaranty CorporationPBGC, the Internal Revenue Service or other governmental agencies are pending, threatened pending or in progress, or, to the Knowledge of the Company, threatened. (e) Other than the acceleration of Company Options permitted under Section 1.2(l) hereof and other than acceleration of vesting of shares of Company Common Stock pursuant to the terms of certain stock restriction agreements between the Company and each of Craig Carroll and John Fees, no additional benefits or rights will accxxx, xx xxx xime fxx xayment be accelerated, under any Company Plan as a result of the execution of this Agreement, shareholder approval of this Agreement, or the transactions contemplated by this Agreement (whether alone or in connection with any subsequent event(s)), whether or not any such benefit or right or acceleration would constitute a "parachute payment" within the meaning of Section 280G of the Code.

Pensions and Benefits. (a) Except as set forth on Schedule 3.23(a4.20(a) hereto, as of the date of this Agreement, neither the Seller nor any Cedarapids Company maintains or has any obligation to make contributions to or for the Disclosure Schedule contains a true and complete list benefit of each “any officers, employees or consultants of the Cedarapids Business, any employee benefit plan” plan (an "ERISA Plan") within the meaning of Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), including, without limitation, multiemployer plans within the meaning of Section 3(37) of ERISA, and all or any other retirement, profit sharing, stock option, stock bonusbonus or other benefit program (a "Non-ERISA Plan"). Except as noted on Schedule 4.20(a), stock purchasethe Seller has heretofore delivered or made available to the Buyer true and complete copies of each ERISA Plan and Non-ERISA Plan (and all agreements relating to the administration thereof) and, severancewith respect to any ERISA Plan, fringe benefitthe most recently completed annual report (with any required attachments), deferred compensationthe most recent IRS determination letter, and any other employee benefit programsadvisory opinions or rulings applicable to such Plan. (b) Except as set forth on Schedule 4.20(b), plans, or arrangements, whether or not subject to ERISA, under which (i) any current or former directors, officers, employees or consultants all of the Company has any present or future right to benefits ERISA Plans and which are contributed to, sponsored by or Non-ERISA Plans have been maintained by the Company or any of the Subsidiaries, or (ii) the Company or any of the Subsidiaries has any present or future liability. All such programs, plans, or arrangements shall be collectively referred to as the “Company Plans.” Each Company Plan is included as part of or specifically identified in the SEC Documents to the extent required by the rules and regulations of the SEC as in effect at the time of filing. (i) Each Company Plan has been established and administered operated in all material respects in accordance with its all federal, state and local laws applicable to such plans, and the terms and in compliance with conditions of the applicable provisions of ERISArespective plan documents, the Internal Revenue Code of 1986, as amended (the “Code”), and other applicable laws, rules and regulations; (ii) each Company ERISA Plan which is intended to be qualified within the meaning of qualify under Section 401(a) of the Code is (as defined in Article 16) has been determined to so qualified and has received a favorable determination letter as to its qualification (or if maintained pursuant to a prototype form of instrument qualify by the sponsor thereof has received a favorable opinion letter as to its qualification)Internal Revenue Service, and to the Company’s knowledge nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification; and (iii) there is no Company Plan provides retiree health pending legal action, proceeding or life insurance benefits (whether or not insured)investigation, and neither the Company nor the Subsidiaries have any obligations to provide any such retiree benefits other than as required pursuant to Section 4980B of the Code routine claims for benefits, concerning any ERISA Plan or other applicable law. Non-ERISA Plan, (civ) No Company no ERISA Plan is a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA) or a plan Non-ERISA Plan subject to the minimum funding requirements of Section 302 of ERISA or Section 412 has an outstanding accumulated funding deficiency under Section 302 of ERISA or Section 412 of the Code or has been granted an extension of amortization periods which remains in effect, (v) as to any ERISA Plan subject to the provisions of Title IV of ERISA, there has not occurred any reportable event under Section 4043 of ERISA, or other event or condition, which presents a risk of termination of such Plan by the Pension Benefit Guaranty Corporation ("PBGC"), (vi) there have been no prohibited transactions (within the meaning of Section 406 of ERISA or Section 4975 of the Code) for which no exemption exists under Section 408 of ERISA or Section 4975 of the Code and neither for which there is any material liability or civil penalty assessed pursuant to Section 502(i) of ERISA or material taxes imposed by Section 4975 of the CompanyCode, and (vii) with the exception of the Cedarapids, Inc. Pension Plan for Employees in a Collective Bargaining Unit and the Cedarapids, Inc. Retirement Income Plan (collectively, the Subsidiaries"Pension Plans"), nor any member none of their Controlled Group the ERISA Plans and Non-ERISA Plans are subject to the "minimum funding standards" of Section 412 of the Code or the provisions of Title IV of ERISA. (c) None of the Seller and the Cedarapids Companies has incurred any liability or obligation to the PBGC which remains outstanding (other than required insurance premiums in respect of, any such of on-going plans). (d) No ERISA Plan or Non-ERISA Plan is a "multiemployer plan or plan. " within the meaning of Section 3 of ERISA. (e) With respect to any Company Plan ERISA Plans or Non-ERISA Plans which are "group health plans" under Section 4980B of the Code and Section 607(i) of ERISA and related regulations (relating to the Company’s knowledgebenefit continuation rights imposed by the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA"), as amended), there has been timely compliance in all material respects with all requirements imposed by COBRA, as and when applicable to such plans, so that the Seller and the Cedarapids Companies have no (ior will not incur any) no actionsmaterial loss, suits assessment, penalty, loss of federal income tax deduction or claims other sanction arising out of or in respect of any failure to comply with any COBRA benefit continuation requirement, which is capable of being assessed or asserted directly or indirectly against the Seller or the Cedarapids Companies or other member of their corporate control group, with respect to any such plan. (other than routine claims f) Except as described in Schedule 4.20(f), neither the ERISA Plans nor the Non-ERISA Plans provide for any benefits to or on behalf of persons who have retired or may in the ordinary coursefuture retire from employment with any Cedarapids Company, or their dependents and beneficiaries. (g) are pending No liabilities of the Cedarapids Companies will result with respect to the ERISA Plans or threatened, and (ii) no administrative investigation, audit or other administrative proceeding by the Department Non-ERISA Plans solely as a result of Labor, the Pension Benefit Guaranty Corporation, the Internal Revenue Service or other governmental agencies are pending, threatened or transactions contemplated in progressthis Agreement.