Common use of Plans and Material Documents Clause in Contracts

Plans and Material Documents. (a) Schedule 5.18(a) sets forth a list of all Benefit Plans with respect to which LTC or any ERISA Affiliate has or has had in the past any obligation or liability or which are or were in the past maintained, contributed to or sponsored by LTC or any ERISA Affiliate for the benefit of any current or former employee, officer or director of LTC or any ERISA Affiliate. With respect to each Benefit Plan subject to ERISA, LTC has delivered or made available to PLL a true and complete copy of each such Benefit Plan (including all amendments thereto) and a true and complete copy of each document (including all amendments thereto) prepared in connection with each such Benefit Plan including, without limitation, (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed IRS Form 5500 for each such Benefit Plan, if any, and (iv) the most recent determination letter referred to in Section 5.18(d). Neither LTC nor any of LTC's Subsidiaries has any express or implied commitment to create, incur liability with respect to or cause to exist any Benefit Plan or to modify any Benefit Plan, other than as required by Law. (b) None of the Benefit Plans is a plan that is or has ever been subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code. None of the Benefit Plans is a "multiemployer plan" as defined in Section 3(37) of ERISA. Except as disclosed in Schedule 5.18(b), none of the Benefit Plans provides for the payment of separation, severance, termination or similar-type benefits to any person or provides for or, except to the extent required by Law, promises retiree medical or life insurance benefits to any current or former employee, officer or director of LTC or any ERISA Affiliate. (c) Each Benefit Plan is in compliance in all material respects with, and has always been operated in all material respects in accordance with, its terms and the requirements of all applicable Laws, and LTC and the ERISA Affiliates have satisfied in all material respects all of their statutory, regulatory and contractual obligations with respect to each such Benefit Plan. No legal action, suit or claim is pending or, to the knowledge of LTC, threatened with respect to any Benefit Plan (other than claims for benefits in the ordinary 25 24 course) and no fact or event exists that could reasonably be expected to give rise to any such action, suit or claim. (d) Each Benefit Plan or trust which is intended to be qualified or exempt from taxation under Section 401(a), 401(k) or 501(a) of the Code has received a favorable determination letter from the IRS that it is so qualified or exempt, and nothing has occurred since the date of such determination letter that would adversely affect the qualified or exempt status of any Benefit Plan or related trust. (e) There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Benefit Plan. Neither LTC nor any ERISA Affiliate has incurred any material liability for any excise tax arising under the Code with respect to a Benefit Plan and no fact or event exists which could reasonably be expected to give rise to such liability. (f) All material contributions, premiums or payments required to be made with respect to any Benefit Plan have been made on or before their due dates. For completed plan years of such Benefit Plans, all such contributions have been fully deducted for income tax purposes and no such deduction has been challenged or disallowed by any Governmental Authority, and no fact or event exists which could give rise to any such challenge or disallowance. (g) There has been no amendment to, written interpretation of or announcement (whether or not written) by LTC or any of LTC's Subsidiaries relating to, or change in employee participation or coverage under, any Benefit Plan that would increase materially the expense of maintaining such Benefit Plan above the level of the expense incurred in respect thereto for the most recent fiscal year ended prior to the date hereof. (h) Except as set forth in Schedule 5.18(h), no employee or former employee of LTC or any of LTC's Subsidiaries will become entitled to any bonus, retirement, severance, job security or similar benefit or enhanced such benefit (including acceleration of vesting or exercise of an incentive award) as a result of the transactions contemplated by this Agreement.

Plans and Material Documents. (a) Schedule 5.18(a) sets forth a list of all Benefit Plans with respect to which LTC or any ERISA Affiliate has or has had in the past any obligation or liability or which are or were in the past maintained, contributed to or sponsored by LTC or any ERISA Affiliate for the benefit of any current or former employee, officer or director of LTC or any ERISA Affiliate. With respect to each Benefit Plan subject to ERISA, LTC has delivered or made available to PLL a true and complete copy of each such Benefit Plan (including all amendments thereto) and a true and complete copy of each document (including all amendments thereto) prepared in connection with each such Benefit Plan including, without limitation, (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed IRS Form 5500 for each such Benefit Plan, if any, and (iv) the most recent determination letter referred to in Section 5.18(d). Neither LTC nor any of LTC's Subsidiaries has any express or implied commitment to create, incur liability with respect to or cause to exist any Benefit Plan or to modify any Benefit Plan, other than as required by Law. (b) None of the Benefit Plans is a plan that is or has ever been subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code. None of the Benefit Plans is a "multiemployer plan" as defined in Section 3(37) of ERISA. Except as disclosed in Schedule 5.18(b), none of the Benefit Plans provides for the payment of separation, severance, termination or similar-type benefits to any person or provides for or, except to the extent required by Law, promises retiree medical or life insurance benefits to any current or former employee, officer or director of LTC or any ERISA Affiliate. (c) Each Benefit Plan is in compliance in all material respects with, and has always been operated in all material respects in accordance with, its terms and the requirements of all applicable Laws, and LTC and the ERISA Affiliates have satisfied in all material respects all of their statutory, regulatory and contractual obligations with respect to each such Benefit Plan. No legal action, suit or claim is pending or, to the knowledge of LTC, threatened with respect to any Benefit Plan (other than claims for benefits in the ordinary 25 24 course) and no fact or event exists that could reasonably be expected to give rise to any such action, suit or claim.. 32 (d) Each Benefit Plan or trust which is intended to be qualified or exempt from taxation under Section 401(a), 401(k) or 501(a) of the Code has received a favorable determination letter from the IRS that it is so qualified or exempt, and nothing has occurred since the date of such determination letter that would adversely affect the qualified or exempt status of any Benefit Plan or related trust. (e) There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Benefit Plan. Neither LTC nor any ERISA Affiliate has incurred any material liability for any excise tax arising under the Code with respect to a Benefit Plan and no fact or event exists which could reasonably be expected to give rise to such liability. (f) All material contributions, premiums or payments required to be made with respect to any Benefit Plan have been made on or before their due dates. For completed plan years of such Benefit Plans, all such contributions have been fully deducted for income tax purposes and no such deduction has been challenged or disallowed by any Governmental Authority, and no fact or event exists which could give rise to any such challenge or disallowance. (g) There has been no amendment to, written interpretation of or announcement (whether or not written) by LTC or any of LTC's Subsidiaries relating to, or change in employee participation or coverage under, any Benefit Plan that would increase materially the expense of maintaining such Benefit Plan above the level of the expense incurred in respect thereto for the most recent fiscal year ended prior to the date hereof. (h) Except as set forth in Schedule 5.18(h), no employee or former employee of LTC or any of LTC's Subsidiaries will become entitled to any bonus, retirement, severance, job security or similar benefit or enhanced such benefit (including acceleration of vesting or exercise of an incentive award) as a result of the transactions contemplated by this Agreement.

Plans and Material Documents. (a) Schedule 5.18(a) sets forth a list of all Benefit Plans with respect to which LTC the Company or any ERISA Affiliate has or has within the six years prior to the date hereof had in the past any obligation or liability or which are or were in within the past six years prior to the date hereof maintained, contributed to or sponsored by LTC the Company or any ERISA Affiliate for the benefit of any current or former employee, officer or director of LTC the Company or any ERISA Affiliate. With respect to each Benefit Plan subject to ERISA, LTC the Company has delivered or made available to PLL the Purchaser a true and complete copy of each such Benefit Plan (including all amendments thereto) and a true and complete copy of each material document (including all amendments thereto) prepared in connection with each such Benefit Plan including, without limitation, including (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed IRS Form 5500 for each such Benefit Plan, if any, and (iv) the most recent determination letter referred to in Section 5.18(d). Neither LTC nor any of LTC's Subsidiaries The Company has any no express or implied commitment to create, incur liability with respect to or cause to exist any Benefit Plan or to modify any Benefit Plan, other than as required by Law. (b) None Except as disclosed in Schedule 5.18(b), none of the Benefit Plans is a plan that is or has ever been subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code. None of the Benefit Plans is a "multiemployer plan" as defined in Section 3(37) of ERISA. Except as disclosed in Schedule 5.18(b), none of the Benefit Plans provides for the payment of separation, severance, termination or similar-type benefits to any person Person or provides for or, except to the extent required by Law, promises retiree medical or life insurance benefits to any current or former employee, officer or director of LTC the Company or any ERISA Affiliate. (c) Each Except as disclosed in Schedule 5.18(c), each Benefit Plan is in material compliance in all material respects with, and has always been operated in all material respects in accordance compliance with, its terms and the requirements of all applicable Laws, and LTC and the ERISA Affiliates have satisfied in all material respects all of their statutory, regulatory and contractual obligations with respect to each such Benefit Plan. No legal action, suit or claim is pending or, to the knowledge of LTCthe Company, threatened with respect to any Benefit Plan (other than claims for benefits in the ordinary 25 24 course) and no fact or event exists that could reasonably be expected to give rise to any such action, suit or claim). (d) Each Except as disclosed in Schedule 5.18(d), each Benefit Plan or trust which is intended to be qualified or exempt from taxation under Section 401(a), 401(k) or 501(a) of the Code has received a favorable determination letter from the IRS that it is so qualified or exempt, and nothing has occurred since the date of such determination letter that would adversely affect the qualified or exempt status of any Benefit Plan or related trust. (e) There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Benefit Plan. Neither LTC the Company nor any ERISA Affiliate has incurred any material liability for any excise tax arising under the Code with respect to a Benefit Plan and no fact or event exists which could reasonably be expected to give rise to such liabilityPlan. (f) All material contributions, premiums or payments required to be made with respect to any Benefit Plan have been made on or before their due dates. For completed plan years of such Benefit Plans, all such contributions have been fully deducted for income tax purposes and no such deduction has been challenged or disallowed by any Governmental Authority, and no fact or event exists which could give rise to any such challenge or disallowance. (g) There has been no amendment to, written interpretation of or announcement (whether or not written) by LTC or any of LTC's Subsidiaries the Company relating to, or change in employee participation or coverage under, any Benefit Plan that would increase materially the expense of maintaining such Benefit Plan above the level of the expense incurred in respect thereto for the most recent fiscal year ended prior to the date hereof. (h) Except as set forth disclosed in Schedule 5.18(h), no employee or former employee of LTC or any of LTC's Subsidiaries the Company will become entitled to any bonus, retirement, severance, job security or similar benefit or enhanced an enhancement of such benefit (including acceleration of vesting or exercise of an incentive award) as a result of the transactions contemplated by this Agreement.

Plans and Material Documents. (a) Schedule 5.18(a4.18(a) sets forth a list of all Benefit Plans with respect to which LTC the Company or any ERISA Affiliate has or has had in prior to the past date hereof any obligation or liability or which are or were in prior to the past date hereof maintained, contributed to or sponsored by LTC the Company or any ERISA Affiliate for the benefit of any current or former employee, officer or director of LTC the Company or any ERISA Affiliate. With respect to each Benefit Plan subject to ERISA, LTC the Company has delivered or made available to PLL Purchaser a true and complete copy of each such Benefit Plan (including all amendments thereto) and a true and complete copy of each material document (including all amendments thereto) prepared in connection with each such Benefit Plan including, without limitation, including (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed IRS Form 5500 for each such Benefit Plan, if any, and (iv) the most recent determination letter referred to in Section 5.18(d4.18(d). Neither LTC nor any of LTC's Subsidiaries has any express or implied commitment to create, incur liability with respect to or cause to exist any Benefit Plan or to modify any Benefit Plan, other than as required by Law. (b) None Except as disclosed in Schedule 4.18(b), none of the Benefit Plans is a plan that is or has ever been subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code. None of the Benefit Plans is a "“multiemployer plan" ” as defined in Section 3(37) of ERISA. Except as disclosed in Schedule 5.18(b4.18(b), none of the Benefit Plans provides for the payment of separation, severance, termination or similar-type benefits to any person or provides for or, except to the extent required by Law, promises retiree medical or life insurance benefits to any current or former employee, officer or director of LTC the Company or any ERISA Affiliate. (c) Each Except as disclosed in Schedule 4.18(c), each Benefit Plan is in compliance in all material respects with, and has always been operated in all material respects in accordance with, its terms and the requirements of all applicable Laws, and LTC and the ERISA Affiliates have satisfied in all material respects all of their statutory, regulatory and contractual obligations with respect to each such Benefit Plan. No legal action, suit or claim is pending or, to the knowledge of LTCCompany’s Knowledge, threatened with respect to any Benefit Plan (other than claims for benefits in the ordinary 25 24 course) and no fact or event exists that could could, individually or in the aggregate, reasonably be expected to give rise to any such action, suit or claim. (d) Each Except as disclosed in Schedule 4.18(d), each Benefit Plan or trust which is intended to be qualified or exempt from taxation under Section 401(a), 401(k) or 501(a) of the Code has received a favorable determination letter from the IRS that it is so qualified or exempt, and and, to the Company’s Knowledge, nothing has occurred since the date of such determination letter that would adversely affect the qualified or exempt status of any Benefit Plan or related trust. (e) There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Benefit Plan. Neither LTC the Company nor any ERISA Affiliate has incurred any material liability for any excise tax arising under the Code with respect to a Benefit Plan and and, to the Company’s Knowledge, no fact or event exists which could could, individually or in the aggregate, reasonably be expected to give rise to such liability. (f) All material contributions, premiums or payments required to be made with respect to any Benefit Plan have been made on or before their due dates. For completed plan years of such Benefit Plans, all such contributions have been fully deducted for income tax purposes and and, to the Company’s Knowledge, no such deduction has been challenged or disallowed by any Governmental Authority, and and, to the Company’s Knowledge, no fact or event exists which could give rise to any such challenge or disallowance. (g) There has been no amendment to, written interpretation of or announcement (whether or not written) by LTC or any of LTC's Subsidiaries the Company, other than as required by applicable law, relating to, or change in employee participation or coverage under, any Benefit Plan that would increase materially the expense of maintaining such Benefit Plan above the level of the expense incurred in respect thereto for the most recent fiscal year ended prior to the date hereof. (h) Except as set forth disclosed in Schedule 5.18(h4.18(h), no employee or former employee of LTC or any of LTC's Subsidiaries the Company will become entitled to any bonus, retirement, severance, job security or similar benefit or enhanced such benefit (including acceleration of vesting or exercise of an incentive award) as a result of the transactions contemplated by this Agreement. (i) All reports and disclosures relating to the Benefit Plans required to be filed with or furnished to Governmental Authorities, participants or beneficiaries have been filed or furnished in accordance with applicable law in a timely manner. (j) The Company does not now, nor has it ever, maintained or contributed to or been a party to any Benefit Plan subject to Title IV of ERISA. (k) As to any Benefit Plan intended to be qualified under Section 401 of the Code, there has been no termination or partial termination of the Benefit Plan within the meaning of Section 411(d)(3) of the Code. (l) No act, omission or transaction has occurred which would result in imposition on the Company of (A) breach of fiduciary duty liability damages under Section 409 of ERISA, (B) a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA, or (C) a tax imposed pursuant to Chapter 43 of Subtitle D of the Code. (m) To the Company’s Knowledge, there is no matter pending (other than routine qualification determination filings) with respect to any of the Benefit Plans before the Internal Revenue Service, the Department of Labor, the PBGC, or any other Governmental Authority. (n) Each Benefit Plan which is an “employee welfare benefit plan,” as such term is defined in Section 3(1) of ERISA, may be unilaterally amended or terminated in its entirety without liability except as to benefits accrued thereunder prior to such amendment or termination.

Plans and Material Documents. (a) Schedule 5.18(aSCHEDULE 3.1.19(a) sets forth a list of all Benefit Plans employee benefit plans (as defined in Section 3(3) of ERISA), and all other employee benefit plans, programs, arrangements, contracts or schemes, written or oral, statutory or contractual, with respect to which LTC the Company, a Subsidiary or any ERISA Affiliate has or has had in the past six years preceding the date hereof any obligation or liability or which are or were in the past six years preceding the date hereof maintained, contributed to or sponsored by LTC the Company or any ERISA Affiliate for the benefit of any current or former employee, officer or director of LTC the Company or any ERISA AffiliateAffiliate (collectively, the "PLANS"). With respect to each Benefit Plan employee pension benefit plan subject to ERISA, LTC the Company has delivered or made available to PLL Parent a true and complete copy of each such Benefit Plan (including all amendments thereto) and a true and complete copy of each material document (including all amendments thereto) prepared in connection with each such Benefit Plan including, without limitation, (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, and (iii) the most recently filed IRS Form 5500 for each such Benefit Plan, if any, and (iv) the most recent determination letter referred to in Section 5.18(d). Neither LTC the Company nor any of LTC's Subsidiaries Subsidiary has any express or implied commitment commitment, whether legally enforceable or not, to create, incur liability with respect to or cause to exist any Benefit Plan employee benefit plan or to modify any Benefit Plan, other than as required by Lawlaw. (b) None Except as disclosed in SCHEDULE 3.1.19(b), none of the Benefit Plans is a plan that is or has ever been subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code. None of the Benefit Plans is (i) a "multiemployer plan" as defined in Section 3(37) of ERISA, (ii) a plan or arrangement described under Section 4(b)(5) or 401(a)(1) of ERISA, or (iii) a plan maintained in connection with a trust described in Section 501(c)(9) of the Code. Except as disclosed in Schedule 5.18(bSCHEDULE 3.1.19(b), (A) none of the Benefit Plans provides for the payment of separation, severance, termination or similar-type benefits to any person or person, and (B) none of the Plans provides for or, except to the extent required by Law, or promises retiree medical or life insurance benefits to any current or former employee, officer or director of LTC the Company. Except as disclosed in SCHEDULE 3.1.19(b), each of the Plans is subject only to the laws of the United States or any ERISA Affiliatea political subdivision thereof. (c) Each Benefit Plan is in compliance in all material respects with, and has always been operated in all material respects in accordance with, its terms and the requirements of all applicable Laws, and LTC and the ERISA Affiliates have satisfied in all material respects all of their statutory, regulatory and contractual obligations with respect to each such Benefit Plan. No legal action, suit or claim is pending or, to the knowledge of LTC, threatened with respect to any Benefit Plan (other than claims for benefits in the ordinary 25 24 course) and no fact or event exists that could reasonably be expected to give rise to any such action, suit or claim. (d) Each Benefit Plan or trust which is intended to be qualified or exempt from taxation under Section 401(a), 401(k) or 501(a) of the Code has received a favorable determination letter from the IRS that it is so qualified or exempt, and nothing has occurred since the date of such determination letter that would adversely affect the qualified or exempt status of any Benefit Plan or related trust. (e) There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Benefit Plan. Neither LTC nor any ERISA Affiliate has incurred any material liability for any excise tax arising under the Code with respect to a Benefit Plan and no fact or event exists which could reasonably be expected to give rise to such liability. (f) All material contributions, premiums or payments required to be made with respect to any Benefit Plan have been made on or before their due dates. For completed plan years of such Benefit Plans, all such contributions have been fully deducted for income tax purposes and no such deduction has been challenged or disallowed by any Governmental Authority, and no fact or event exists which could give rise to any such challenge or disallowance. (g) There has been no amendment to, written interpretation of or announcement (whether or not written) by LTC or any of LTC's Subsidiaries relating to, or change in employee participation or coverage under, any Benefit Plan that would increase materially the expense of maintaining such Benefit Plan above the level of the expense incurred in respect thereto for the most recent fiscal year ended prior to the date hereof. (h) Except as set forth disclosed in Schedule 5.18(h), no employee or former employee of LTC or any of LTC's Subsidiaries will become entitled to any bonus, retirement, severance, job security or similar benefit or enhanced such benefit (including acceleration of vesting or exercise of an incentive award) as a result of the transactions contemplated by this Agreement.SCHEDULE 3.1.19