Common use of Purchased Entities Employee Plans Clause in Contracts

Purchased Entities Employee Plans. (i) Schedule 5.6(a)(i) attached hereto sets forth a correct and ------------------ complete list of all material Purchased Entities Employee Plans. Seller and the Purchased Entities have made available to Purchasers true and complete copies of the Purchased Entities Employee Plans and all related summary descriptions, including, without limitation, copies of any employee handbooks listing or describing any Purchased Entities Employee Plans and summary descriptions of any Purchased Entities Employee Plan not otherwise in writing. (ii) Except for any failure or default that would not have a Material Adverse Effect, each of the Purchased Entities has fulfilled or has taken all actions necessary to enable it to fulfill when due all of its obligations under each Purchased Entities Employee Plan. To the Knowledge of Seller, there are no negotiations, demands or proposals which are pending or which have been made to Seller or the Purchased Entities which concern material matters now covered, or that would be covered, by any Purchased Entities Employee Plan that would have a Material Adverse Effect. (iii) Each of the Purchased Entities is in full compliance with all Applicable Law applicable to each Purchased Entities Employee Plan except where noncompliance would not have a Material Adverse Effect. There has been no Employee Plan Event which is continuing or in respect of which there is any outstanding liability of any of the Purchased Entities that, individually or in the aggregate, would have a Material Adverse Effect, and no such Employee Plan Event is reasonably expected to occur, with respect to any Purchased Entities Employee Plan. (iv) Except as disclosed in Schedule 5.6(a)(iv) attached ------------------- hereto, the execution and delivery of the Transaction Documents and the conclusion of the transactions contemplated by this Agreement will not cause the acceleration of vesting in, or payment of, any benefits under any Purchased Entities Employee Plan. (v) None of the Purchased Entities has any formal plan or commitment, whether legally binding or not, to create any additional Employee Plan or to modify or change any existing Employee Plan that would affect any current or former employee of any of the Purchased Entities. (vi) Schedule 5.6(a)(i) separately identifies any Purchased Entities Employee Plan that provides life insurance or employee welfare plan benefits (within the meaning of Section 3(1) of ERISA), now or in the future, to any former employee at any cost to any of the Purchased Entities (except as required by Applicable Law).

Purchased Entities Employee Plans. (i) Schedule 5.6(a)(i) attached hereto sets forth a correct and ------------------ complete list of all material Purchased Entities Entities' Employee Plans. Seller and the Purchased Entities have made available to Purchasers true and complete copies of the Purchased Entities Entities' Employee Plans and all related summary descriptions, including, without limitation, including copies of any employee handbooks listing or describing any Purchased Entities Entities' Employee Plans and summary descriptions of any Purchased Entities Entities' Employee Plan not otherwise in writing. (ii) Except for any failure or default that would not have a Material Adverse Effect, each of the Purchased Entities has fulfilled or has taken all actions necessary to enable it to fulfill when due all of its obligations under each Purchased Entities Entities' Employee Plan. To the Knowledge of Seller, there are no negotiations, demands or proposals which are pending or which have been made to Seller or the Purchased Entities which concern material matters now covered, or that would be covered, by any Purchased Entities Entities' Employee Plan that would have a Material Adverse Effect. (iii) Each of the Purchased Entities is in full compliance with all Applicable Law applicable to each Purchased Entities Entities' Employee Plan except where noncompliance would not have a Material Adverse Effect. There has been no Employee Plan Event which is continuing or in respect of which there is any outstanding liability of any of the Purchased Entities that, individually or in the aggregate, would have a Material Adverse Effect, and no such Employee Plan Event is reasonably expected to occur, with respect to any Purchased Entities Entities' Employee Plan. (iv) Except as disclosed in Schedule 5.6(a)(iv) attached ------------------- hereto), the execution and delivery of the Transaction Documents and the conclusion of the transactions contemplated by this Agreement will not cause the acceleration of vesting in, or payment of, any benefits under any Purchased Entities Entities' Employee Plan. (v) None of the Purchased Entities has any formal plan or commitment, whether legally binding or not, to create any additional Employee Plan or to modify or change any existing Employee Plan that would affect any current or former employee of any of the Purchased Entities. (vi) Schedule 5.6(a)(i) separately identifies any Purchased Entities Entities' Employee Plan that provides life insurance or employee welfare plan benefits (within the meaning of Section section 3(1) of ERISA), now or in the future, to any former employee at any cost to any of the Purchased Entities (except as required by Applicable Law).

Purchased Entities Employee Plans. (i1) Schedule 5.6(a)(i) attached hereto sets forth a correct and ------------------ complete list of all material Purchased Entities Employee Plans. Seller and the Purchased Entities have made available to Purchasers true and complete copies of the Purchased Entities Employee Plans and all related summary descriptions, including, without limitation, copies of any employee handbooks listing or describing any Purchased Entities Employee Plans and summary descriptions of any Purchased Entities Employee Plan not otherwise in writing. (ii2) Except for any failure or default that would not have a Material Adverse Effect, each of the Purchased Entities has fulfilled or has taken all actions necessary to enable it to fulfill when due all of its obligations under each Purchased Entities Employee Plan. To the Knowledge of Seller, there are no negotiations, demands or proposals which are pending or which have been made to Seller or the Purchased Entities which concern material matters now covered, or that would be covered, by any Purchased Entities Employee Plan that would have a Material Adverse Effect. (iii3) Each of the Purchased Entities is in full compliance with all Applicable Law applicable to each Purchased Entities Employee Plan except where noncompliance would not have a Material Adverse Effect. There has been no Employee Plan Event which is continuing or in respect of which there is any outstanding liability of any of the Purchased Entities that, individually or in the aggregate, would have a Material Adverse Effect, and no such Employee Plan Event is reasonably expected to occur, with respect to any Purchased Entities Employee Plan. (iv4) Except as disclosed in Schedule 5.6(a)(iv) attached ------------------- hereto, the execution and delivery of the Transaction Documents and the conclusion of the transactions contemplated by this Agreement will not cause the acceleration of vesting in, or payment of, any benefits under any Purchased Entities Employee Plan. (v5) None of the Purchased Entities has any formal plan or commitment, whether legally binding or not, to create any additional Employee Plan or to modify or change any existing Employee Plan that would affect any current or former employee of any of the Purchased Entities. (vi6) Schedule 5.6(a)(i) separately identifies any Purchased Entities Employee Plan that provides life insurance or employee welfare plan benefits (within the meaning of Section 3(1) of ERISA), now or in the future, to any former employee at any cost to any of the Purchased Entities (except as required by Applicable Law).

Purchased Entities Employee Plans. (i) Schedule 5.6(a)(i) attached hereto sets forth a correct and ------------------ complete list of all material Purchased Entities Employee Plans. Seller and the Purchased Entities have made available to Purchasers true and complete copies of the Purchased Entities Employee Plans and all related summary descriptions, including, without limitation, copies of any employee handbooks listing or describing any Purchased Entities Employee Plans and summary descriptions of any Purchased Entities Employee Plan not otherwise in writing. (ii) Except for any failure or default that would not have a Material Adverse Effect, each of the Purchased Entities has fulfilled or has taken all actions necessary to enable it to fulfill when due all of its obligations under each Purchased Entities Employee Plan. To the Knowledge of Seller, there are no negotiations, demands or proposals which are pending or which have been made to Seller or the Purchased Entities which concern material matters now covered, or that would be covered, by any Purchased Entities Employee Plan that would have a Material Adverse Effect. (iii) Each of the Purchased Entities is in full compliance with all Applicable Law applicable to each Purchased Entities Employee Plan except where noncompliance would not have a Material Adverse Effect. There has been no Employee Plan Event which is continuing or in respect of which there is any outstanding liability of any of the Purchased Entities that, individually or in the aggregate, would have a Material Adverse Effect, and no such Employee Plan Event is reasonably expected to occur, with respect to any Purchased Entities Employee Plan. (iv) Except as disclosed in Schedule 5.6(a)(iv) attached ------------------- hereto, the execution and delivery of the Transaction Documents and the conclusion of the transactions contemplated by this Agreement will not cause the acceleration of vesting in, or payment of, any benefits under any Purchased Entities Employee Plan. (v) None of the Purchased Entities has any formal plan or commitment, whether legally binding or not, to create any additional Employee Plan or to modify or change any existing Employee Plan that would affect any current or former employee of any of the Purchased Entities. (vi) Schedule 5.6(a)(i) separately identifies any Purchased Entities Employee Plan that provides life insurance or employee welfare plan benefits (within the meaning of Section 3(1) of ERISA), now or in the future, to any former employee at any cost to any of the Purchased Entities (except as required by Applicable Law).