Common use of Plan Documents and Reports Clause in Contracts

Plan Documents and Reports. Except as disclosed in Section 3.9(b) of the Seller Disclosure Letter, a true and correct copy of each of the following documents, and all amendments and modifications to such documents embodying the material Benefit Plans has been made available to Parent and Merger Sub, including (i) the written document evidencing each material Benefit Plan or, with respect to any such plan that is not in writing, a written description of the material terms thereof, and all amendments, modifications or material supplements to any material Benefit Plan, (ii) the two most recent annual reports (Form 5500), if any, filed with the IRS for the last two plan years, (iii) the most recently received IRS determination letter, if any, relating to a Benefit Plan, (iv) the most recently prepared actuarial report or financial statement, if any, relating to a Benefit Plan, (v) results of nondiscrimination testing for 2010 and 2011 (to the extent that the results of nondiscrimination testing for 2012 are not available as of the date hereof), (vi) all material correspondence with the Department of Labor or the IRS and (vii) any related trust agreements, annuity contracts, insurance contracts or documents of any other funding arrangements relating to a Benefit Plan. The Company has made available to Parent and Merger Sub all current employee handbooks and manuals. Except as specifically provided in the foregoing documents delivered or made available to Parent and Merger Sub, there are no amendments to any material Benefit Plans that have been adopted or approved nor has the Company or any of its Subsidiaries undertaken to make any such amendments or to adopt or approve any new material Benefit Plans. No Benefit Plan is maintained outside the jurisdiction of the United States, or covers any employee residing or working outside of the United States.

Plan Documents and Reports. Except as disclosed in Section 3.9(b) of the Seller Disclosure LetterA true, a true correct and correct complete copy of each of the following documentsBenefit Plans listed on SCHEDULE 2.18, and all amendments contracts relating thereto, or to the funding thereof, including, without limitation, all trust agreements, insurance contracts, investment management agreements, subscription and modifications participation agreements and record keeping agreements, each as in effect on the date hereof, is attached to such documents embodying SCHEDULE 2.18. In the material case of any Benefit Plans Plan that is not in written form, Buyer has been made available to Parent supplied with an accurate description of such Benefit Plan as in effect on the date hereof. A true, correct and Merger Sub, including complete copy of: (i) the written document evidencing each material Benefit Plan or, with respect to any such plan that is not in writing, a written description of the material terms thereof, three most recent annual reports and all amendments, modifications or material supplements to any material Benefit Plan, accompanying schedules; (ii) the two three most recent annual reports (Form 5500), if any, filed with the IRS for the last two plan years, actuarial reports; (iii) the most recently received IRS recent summary plan description and Internal Revenue Service determination letter, if any, relating letter with respect to a each such Benefit Plan, to the extent applicable; (iv) a current schedule of assets (and the most recently prepared actuarial report or financial statement, if any, relating fair market value thereof assuming liquidation of any asset which is not readily tradeable) held with respect to a any funded Benefit Plan, ; (v) results of nondiscrimination testing for 2010 and 2011 (to the extent that the results of nondiscrimination testing for 2012 are not available as of the date hereof)all documents establishing, creating or amending any Benefit Plan; (vi) all trust agreements, funding agreements, insurance contracts and investment management agreements; (vii) all financial statements and accounting statements and reports, investment reports and actuarial reports for each of the last seven years; (viii) any and all other reports, returns, filings and material correspondence with any Governmental Authority in the Department last seven years; (ix) all booklets, summaries, descriptions or manuals prepared for or circulated to, and written communications of Labor a general nature to employees concerning any Benefit Plan; (x) all professional opinions (whether or the IRS not internally prepared) with respect to each Benefit Plan; and (vii) any related trust agreementsall material internal memoranda concerning each Benefit Plan prepared within the last seven years, annuity contractshas been supplied to Buyer by the Cathedral Group, insurance contracts or documents of any other funding arrangements relating to a Benefit Plan. The Company has made available to Parent and Merger Sub all current employee handbooks and manuals. Except as specifically provided there have been no material changes in the foregoing documents delivered or made available to Parent and Merger Sub, there are no amendments to any material financial condition in the respective Benefit Plans from that have been adopted or approved nor has stated in the Company or any of its Subsidiaries undertaken to make any such amendments or to adopt or approve any new material Benefit Plans. No Benefit Plan is maintained outside the jurisdiction of the United States, or covers any employee residing or working outside of the United Statesannual reports and actuarial reports supplied.

Plan Documents and Reports. Except as disclosed in Section 3.9(b) of the Seller Disclosure LetterA true, a true correct and correct complete copy of each of the following documentsBenefit Plans listed on SCHEDULE 2.18, and all amendments contracts relating thereto, or to the funding thereof, including, without limitation, all trust agreements, insurance contracts, investment management agreements, subscription and modifications participation agreements and record keeping agreements, each as in effect on the date hereof, is attached to SCHEDULE 2.18. In the case of any Benefit Plan that is not in written form, the Buyers have been supplied with an accurate description of such documents embodying Benefit Plan as in effect on the material Benefit Plans has been made available to Parent date hereof. A true, correct and Merger Sub, including complete copy of: (i) the written document evidencing each material Benefit Plan or, with respect to any such plan that is not in writing, a written description of the material terms thereof, three most recent annual reports and all amendments, modifications or material supplements to any material Benefit Plan, accompanying schedules; (ii) the two three most recent annual reports (Form 5500), if any, filed with the IRS for the last two plan years, actuarial reports; (iii) the most recently received IRS recent summary plan description and Internal Revenue Service determination letter, if any, relating letter with respect to a each such Benefit Plan, to the extent applicable; (iv) a current schedule of assets (and the most recently prepared actuarial report or financial statement, if any, relating fair market value thereof assuming liquidation of any asset which is not readily tradeable) held with respect to a any funded Benefit Plan, ; (v) results of nondiscrimination testing for 2010 and 2011 (to the extent that the results of nondiscrimination testing for 2012 are not available as of the date hereof)all documents establishing, creating or amending any Benefit Plan; (vi) all trust agreements, funding agreements, insurance contracts and investment management agreements; (vii) all financial statements and accounting statements and reports, investment reports and actuarial reports for each of the last seven (7) years; (viii) any and all other reports, returns, filings and material correspondence with any Governmental Authority in the Department last seven (7) years; (ix) all booklets, summaries, descriptions or manuals prepared for or circulated to, and written communications of Labor a general nature to employees concerning any Benefit Plan; (x) all professional opinions (whether or the IRS not internally prepared) with respect to each Benefit Plan; and (viixi) any related trust agreementsall material internal memoranda concerning each Benefit Plan prepared within the last seven (7) years, annuity contractshas been supplied to the Buyers by the Company, insurance contracts or documents of any other funding arrangements relating to a Benefit Plan. The Company has made available to Parent and Merger Sub all current employee handbooks and manuals. Except as specifically provided there have been no material changes in the foregoing documents delivered or made available to Parent and Merger Sub, there are no amendments to any material financial condition in the respective Benefit Plans from that have been adopted or approved nor has stated in the Company or any of its Subsidiaries undertaken to make any such amendments or to adopt or approve any new material Benefit Plans. No Benefit Plan is maintained outside the jurisdiction of the United States, or covers any employee residing or working outside of the United Statesannual reports and actuarial reports supplied.

Plan Documents and Reports. Except as disclosed in Section 3.9(b) of the Seller Disclosure Letterset forth on Schedule -------------------------- -------- 4.24(b), a true and correct copy of each of the following documentsplans, arrangements, and ------- agreements listed on Schedule 4.24(a) (referred to hereinafter as "Employee ---------------- -------- Benefit Plans"), and all amendments Contracts relating thereto, or to the funding ------------- thereof, including, without limitation, all trust agreements, insurance Contracts, administration Contracts, investment management agreements, subscription and modifications to such documents embodying participation agreements, and recordkeeping agreements, each as in effect on the material Benefit Plans date hereof, has been made available to Parent and Merger Sub, including (i) the written document evidencing each material Buyer. In the case of any Employee Benefit Plan orwhich is not in written form, the Buyer has been supplied with an accurate description of such Employee Benefit Plan as in effect on the date hereof. A true and correct copy of the most recent annual report, actuarial report, accountant's opinion of the plan's financial statements, summary plan description and Internal Revenue Service determination letter with respect to each Employee Benefit Plan, to the extent applicable, and a current schedule of assets (and the fair market value thereof assuming liquidation of any asset which is not readily tradable) held with respect to any such plan that is not in writingfunded Employee Benefit Plan has been supplied to the Purchasers, a written description and, to the Knowledge of the Companies and the Seller, there have been no material terms thereof, and all amendments, modifications or material supplements to any material Benefit Plan, (ii) changes in the two most recent financial condition in the respective plans from that stated in the annual reports (Form 5500), if any, filed with the IRS for the last two plan years, (iii) the most recently received IRS determination letter, if any, relating to a Benefit Plan, (iv) the most recently prepared and actuarial report or financial statement, if any, relating to a Benefit Plan, (v) results of nondiscrimination testing for 2010 and 2011 (to the extent that the results of nondiscrimination testing for 2012 are not available as of the date hereof), (vi) all material correspondence with the Department of Labor or the IRS and (vii) any related trust agreements, annuity contracts, insurance contracts or documents of any other funding arrangements relating to a Benefit Plan. The Company has made available to Parent and Merger Sub all current employee handbooks and manuals. Except as specifically provided in the foregoing documents delivered or made available to Parent and Merger Sub, there are no amendments to any material Benefit Plans that have been adopted or approved nor has the Company or any of its Subsidiaries undertaken to make any such amendments or to adopt or approve any new material Benefit Plans. No Benefit Plan is maintained outside the jurisdiction of the United States, or covers any employee residing or working outside of the United Statesreports supplied.