Common use of Retirement and Benefit Plans Clause in Contracts

Retirement and Benefit Plans. (a) Each employee pension benefit plan ("Pension Plan") as such term is defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and each deferred compensation, bonus, incentive, stock incentive, option, stock purchase or other employee benefit plan, agreement, commitment or arrangement ("Benefit Plan"), which is currently maintained by Northstar or GFS or to which Northstar or GFS currently contributes or is under any current obligation to contribute (collectively, the "Employee Plans" and individually, an "Employee Plan") is listed in Section 3.16 of the Disclosure Schedule and, to the extent an Employee Plan is evidenced by documents, true and complete copies thereof have been made available to Buyer. (b) Each of Northstar and GFS has made on a timely basis all contributions or payments required to be made by it pursuant to the terms of the Employee Plans, ERISA, the Code or other applicable laws, unless such contributions or payment that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan is a "defined benefit plan" within the meaning of ERISA. (c) Each Employee Plan (and any related trust or other funding instrument) is being administered in all material respects in compliance with its terms and in both form and operation is in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws and regulations, and all material reports required to be filed with any governmental agency with respect to any Pension Plan have been timely filed. (d) There are no material litigation, arbitration or administrative proceedings pending or, to the knowledge of Northstar, threatened against Northstar or GFS or any plan fiduciary by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any participant or beneficiary with respect to any Employee Plan. Neither Northstar nor GFS nor, to the knowledge of Northstar, any plan fiduciary of any Pension Plan has been engaged in any transaction in violation of Section 460(a) or (b) of ERISA for which no exemption exists under Section 408 of ERISA or any "prohibited transaction" as defined in Section 4975(a)(i) of the Code for which no exemption exists under Section 4975(e)(ii) or 4975(d) of the Code, or is subject to any excise tax imposed by the Code or ERISA with respect to any Employee Plan. (e) Neither Northstar nor GFS has have ever been a sponsor of, contributed to or been under an obligation to contribute to, any "multi-employer plan," as such term is defined in Section 3(37) of ERISA.

Retirement and Benefit Plans. (a) Each Disclosure Schedule 3.14(a) lists each material employee pension pension, retirement, profit sharing, stock bonus, stock option, stock purchase, bonus, incentive, deferred compensation, hospitalization, medical, dental, vision, vacation, insurance, sick pay, disability, severance, or other employee benefit plan plans, funds, programs, policies, contracts or arrangements (hereinafter referred to as the "Pension PlanCompany Benefit Plans"), including without limitation any Employee Benefit Plan (as hereinafter defined), that the Company maintains or to which the Company contributes or in which any current or former employee of the Company has accrued any benefits which they remain entitled to receive. Except as set forth in Disclosure Schedule 3.14(a): (i) as To the knowledge of the Company, each such term is defined Company Benefit Plan (and each related trust, insurance contract, or fund) complies in Section 3 form and in operation in all material respects with the applicable requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code, and other applicable laws. (ii) All contributions (including all employer contributions and employee salary reduction contributions) which are due have been paid to each deferred compensation, bonus, incentive, stock incentive, option, stock purchase such Employee Benefit Plan which is an Employee Pension Benefit Plan (as hereinafter defined) and all contributions for any period ending on or before the Closing Date which are not yet due will have been paid to each such Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Company. All material premiums or other employee benefit plan, agreement, commitment payments for all periods ending on or arrangement ("before the time of Closing have been paid or accrued with respect to each such Employee Benefit Plan"), Plan which is an Employee Welfare Benefit Plan (as hereinafter defined). (iii) Each Employee Pension Benefit Plan which is intended to be a "qualified plan" under Section 401(a) of the Code is so qualified. (iv) The Company does not currently maintained by Northstar or GFS or to which Northstar or GFS currently contributes or is under any current obligation to contribute (collectivelymaintain, the "Employee Plans" and individuallynor has it ever maintained, an "Employee Plan"Pension Benefit Plan which is subject to Title IV of ERISA, including without limitation any Multiemployer Plan (as hereinafter defined). (v) is listed in Section 3.16 of the Disclosure Schedule and, The Company has delivered or otherwise made available to the extent an Employee Plan is evidenced by documents, true Parent correct and complete copies thereof have been made available to Buyerof all plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue Service, if any, the most recent Form 5500 Annual Report, if any, and all related trust agreements, insurance contracts and other funding agreements which implement each Employee Benefit Plan. (b) Each of Northstar and GFS has made on a timely basis all contributions or payments required to be made by it pursuant to To the terms knowledge of the Employee PlansCompany, ERISA, there have been no Prohibited Transactions (as defined in ERISA Section 406 or Code Section 4975) for which the Code or other applicable laws, unless such contributions or payment that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan is a "defined benefit plan" within the meaning of ERISA. (c) Each Employee Plan (and any related trust or other funding instrument) is being administered in all material respects in compliance with its terms and in both form and operation is in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws and regulations, and all material reports required to Company would be filed with any governmental agency liable with respect to any Pension Employee Benefit Plan. The Company has no liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Employee Benefit Plan. No action suit, proceeding, hearing, examination, audit or investigation with respect to the administration or the investment of the assets of any Company Benefit Plan have been timely filed. (dother than routine claims for benefits) There are no material litigation, arbitration or administrative proceedings is pending or, to the knowledge of Northstarthe Company, threatened against Northstar threatened. (c) The Company does not currently contribute to any Multiemployer Plan or GFS or have any plan fiduciary by the Internal Revenue Serviceliability (including withdrawal liability) under any Multiemployer Plan. (d) Except as set forth in Disclosure Schedule 3.14(d), the U.S. Department of LaborCompany does not maintain and has not maintained or contributed to, the Pension Benefit Guaranty Corporation or any participant or beneficiary with respect since such date been required to contribute to, any Employee Plan. Neither Northstar nor GFS norWelfare Benefit Plan providing medical, to the knowledge of Northstarhealth or life insurance or other welfare-type benefits for current or future retired or terminated employees, any plan fiduciary of any Pension Plan has been engaged their spouses or their dependents (other than in any transaction in violation of accordance with Code Section 460(a) or (b) of ERISA for which no exemption exists under Section 408 of ERISA or any "prohibited transaction" as defined in Section 4975(a)(i) of the Code for which no exemption exists under Section 4975(e)(ii) or 4975(d) of the Code, or is subject to any excise tax imposed by the Code or ERISA with respect to any Employee Plan4980B). (e) Neither Northstar nor GFS has have ever been a sponsor of, contributed to or been under an obligation to contribute to, any "multi-employer plan," as such term is defined in For purposes of this Section 3(37) of ERISA.3.14:

Retirement and Benefit Plans. (ai) Each employee pension benefit plan ("Pension PlanPENSION PLAN") ), as such term is defined in Section 3 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), each employee welfare benefit plan ("WELFARE PLAN"), as defined in Section 3 of ERISA, and each deferred compensation, bonus, incentive, stock incentive, option, stock purchase purchase, severance or other material employee benefit plan, agreement, commitment or arrangement ("Benefit PlanBENEFIT PLAN"), which is currently maintained by Northstar the Company or GFS any Subsidiary or to which Northstar the Company or GFS any Subsidiary currently contributes or is under any current obligation to contribute contribute, or under which the Company or any Subsidiary has any current liability (collectively, the "Employee PlansEMPLOYEE PLANS" and individually, an "Employee PlanEMPLOYEE PLAN") is listed in Section 3.16 3.01(o) of the Disclosure Schedule and, to the extent an Employee Plan is evidenced by documents, true and complete copies thereof have been delivered or made available to Buyer. In addition, copies of the following documents have been delivered or made available to Buyer: the annual report (Form 5500 Series) required to be filed with any governmental agency with respect to each Pension Plan and Welfare Plan for the most recent plan year, the determination letter issued by the IRS with respect to each Pension Plan, and all Department of Labor and IRS rulings, opinions or technical advice with regards to each Pension Plan and Welfare Plan. (bii) Each of Northstar The Company and GFS each Subsidiary has made on a timely basis all contributions or payments required to be made by it pursuant to under the terms of the Employee Plans, ERISA, the Code or other applicable laws, unless such contributions or payment payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan is a "defined benefit plan" within the meaning of ERISA. (ciii) Each Employee Plan (and any related trust or other funding instrument) is being has been administered in all material respects in compliance with its terms and in both form and operation is in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws and regulationsregulations (other than adoption of any plan amendments for which the deadline has not yet expired), and all material reports required to be filed with any governmental agency with respect to any Pension each Employee Plan have been timely filed. (div) There are is no material litigation, arbitration or administrative proceedings proceeding pending or, to the knowledge of Northstarthe Company, threatened against Northstar the Company or GFS or any Subsidiary or, to the knowledge of the Company, any plan fiduciary by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any participant or beneficiary with respect to any Employee Plan. Neither Northstar the Company nor GFS any Subsidiary nor, to the knowledge of Northstarthe Company, any plan fiduciary of any Pension or Welfare Plan has been engaged in any transaction in violation of Section 460(a406(a) or (b) of ERISA for which no exemption exists under Section 408 of ERISA or any "prohibited transaction" (as defined in Section 4975(a)(i4975(c)(1) of the Code Code) for which no exemption exists under Section 4975(e)(ii4975(c)(2) or 4975(d) of the Code, or is subject to any excise tax imposed by the Code or ERISA with respect to any Employee Plan. (ev) Neither Northstar the Company nor GFS has have ever been a sponsor ofany of Subsidiary nor any ERISA Affiliate (as defined below) currently maintains, contributed to nor at any time in the previous six calendar years maintained or been under had an obligation to contribute to, any defined benefit pension plan subject to Title IV of ERISA, any "multi-employer plan," as such term is defined in Section 3(37) of ERISA, any "employee stock ownership plan" as defined in Section 4975(e)(7) of the Code, or any "foreign plan" as defined in Section 404A(e) of the Code. (vi) Neither the Company nor any Subsidiary has any liability with respect to any plan, program or arrangement maintained or contributed to by any ERISA Affiliate that would be an Employee Plan if it were maintained by the Company. (vii) For purposes of this Section 3.01(o), "ERISA Affiliate" means (A) any trade or business with which the Company is under common control within the meaning of Section 4001(b) of ERISA, (B) any corporation with which the Company is a member of a controlled group of corporations within the meaning of Section 414(b) of the Code, (C) any entity with which the Company is under common control within the meaning of Section 414(c) of the Code, (D) any entity with which the Company is a member of an affiliated service group within the meaning of Section 414(m) of the Code, and (E) any entity with which the Company is aggregated under Section 414(o) of the Code. (viii) Neither the Company nor any of its Subsidiaries nor ERISA Affiliate provides post-retirement medical, life insurance or other benefits promised, provided or otherwise due now or in the future to current, former or retired employees, except as may be required by ERISA Sections 601 through 607 regarding health care continuation coverage. (ix) All Welfare Plans and the related trusts that are subject to Section 4980B(f) of the Code and Sections 601 through 609 of ERISA comply with and have been administered in compliance with the health care continuation-coverage requirements under Section 4980B(f) of the Code, Sections 601 through 609 of ERISA, and all final Treasury regulations under Section 4980B of the Code explaining those requirements, and all other applicable laws regarding continuation and/or conversion coverage. All Welfare Plans and the related trusts comply with and have been administered in material compliance with the requirements of the (i) Heath Insurance Portability and Accountability Act of 1996, to the extent applicable, (ii) Mental Health Parity Act of 1996, to the extent applicable, (iii) Newborns' and Mothers' Health Protection Act, to the extent applicable, and (iv) Women's Health and Cancer Rights Act, to the extent applicable.

Retirement and Benefit Plans. (ai) Each employee pension benefit plan ("Pension Plan") as such term is defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")Welfare Plan, and each deferred compensation, bonus, incentive, stock incentive, option, stock purchase or other employee benefit plan, agreement, commitment or arrangement ("Benefit Plan"), which Plan that is currently maintained by Northstar HCR or GFS any of its ERISA Affiliates or to which Northstar HCR or GFS any of its ERISA Affiliates currently contributes or is under any current obligation to contribute (collectively, the "HCR Employee Plans" and individually, an a "HCR Employee Plan") ), is listed in Section 3.16 of the HCR Disclosure Schedule andSchedule. In addition, to the extent an Employee Plan is evidenced by documents, true and complete copies thereof have been HCR has delivered or made available to BuyerManor Care copies of the most recent determination letter issued by the Internal Revenue Service with respect to each such Pension Plan, copies of the most recent actuarial report for each such Pension Plan, where applicable, and copies of the annual report (Form 5500 Series) required to be filed with any governmental agency with respect to each such Pension Plan and each such Welfare Plan for the most recent plan year of such plan for which reports have been filed. (bii) Each of Northstar HCR and GFS its ERISA Affiliates has made on a timely basis all contributions or payments required to be made by it pursuant to the terms of the HCR Employee Plans, ERISA, the Code Code, or other applicable laws, unless such contributions or payment payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan is a "defined benefit plan" within the meaning of ERISA.are (ciii) Each HCR Employee Plan (and any related trust or other funding instrument) is being administered in all material respects in compliance with its terms and in both form and operation operation, is in compliance in all material respects with the applicable provisions of ERISA, the Code Code, and other applicable laws and regulationsregulations (other than adoption of any plan amendments for which the deadline has not yet expired), and all material reports required to be filed with any governmental agency with respect to any each Pension Plan and each Welfare Plan required to be listed on the HCR Disclosure Schedule have been timely filed. (div) There are is no material litigation, arbitration arbitration, or administrative proceedings proceeding pending or, to the knowledge of NorthstarHCR, threatened against Northstar HCR or GFS or any of its ERISA Affiliates or, to the knowledge of HCR, any plan fiduciary by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation Corporation, or any participant or beneficiary with respect to any HCR Employee Plan. Neither Northstar HCR nor GFS any of its ERISA Affiliates nor, to the knowledge of NorthstarHCR, any plan fiduciary of any Pension Plan or Welfare Plan required to be listed on the HCR Disclosure Schedule has been engaged in any transaction in violation of Section 460(a406(a) or (b) of ERISA for which no exemption exists under Section 408 of ERISA or any "prohibited transaction" (as defined in Section 4975(a)(i4975(c)(1) of the Code Code) for which no exemption exists under Section 4975(e)(ii4975(c)(2) or 4975(d) of the Code, or is subject to any excise tax imposed by the Code or ERISA with respect to any HCR Employee Plan. (ev) Neither Northstar the execution and delivery of this Agreement nor GFS has have ever been a sponsor ofthe consummation of the transactions contemplated hereby will (a) result in any material payment becoming due, contributed to or been under an obligation to contribute tomaterially increase the amount of compensation due, any current or former employee of HCR or any of its Subsidiaries under any HCR Employee Plan, (b) materially increase any benefits otherwise payable under any HCR Employee Plan or (c) result in the acceleration of the time of payment or vesting of any such material benefits. (vi) For purposes of this Section 4.2(o), the term "multi-employer plan,ERISA Affiliate" as such term means (A) any trade or business with which HCR is defined in under common control within the meaning of Section 3(374001(b) of ERISA, (B) any corporation with which HCR is a member of a controlled group of corporations within the meaning of Section 414(b) of the Code, (C) any entity with which HCR is under common control within the meaning of Section 414(c) of the Code, (D) any entity with which HCR is a member of an affiliated service group within the meaning of Section 414(m) of the Code, and (E) any entity with which HCR is aggregated under Section 414(o) of the Code.

Retirement and Benefit Plans. (ai) Each employee pension benefit plan ("Pension Plan") ), as such term is defined in Section 3 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), each employee welfare benefit plan ("Welfare Plan"), as defined in Section 3 of ERISA, and each deferred compensation, bonus, incentive, stock incentive, option, stock purchase purchase, severance or other material employee benefit plan, agreement, commitment or arrangement ("Benefit Plan"), which is currently maintained by Northstar the Company or GFS any Subsidiary or to which Northstar the Company or GFS any Subsidiary currently contributes or is under any current obligation to contribute contribute, or under which the Company or any Subsidiary has any current liability (collectively, the "Employee Plans" and individually, an "Employee Plan") is listed in Section 3.16 3.01(o) of the Disclosure Schedule Letter and, to the extent an Employee Plan is evidenced by documents, true and complete copies thereof of all written plans have been delivered or made available to Buyer. In addition, summaries of all oral agreements, copies of the annual report (Form 5500 Series) required to be filed with any governmental agency with respect to each Pension Plan and Welfare Plan for the most recent plan year of such plan for which reports have been filed, the most recent IRS determination letters, if relevant, and summary plan descriptions have been delivered or made available to Buyer. (bii) Each of Northstar The Company and GFS each Subsidiary has made on a timely basis all contributions or payments required to be made by it pursuant to under the terms of the Employee Plans, ERISA, the Code or other applicable laws, unless such contributions or payment payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan is a "defined benefit plan" within the meaning of ERISA. (ciii) Each Employee Plan (and any related trust or other funding instrument) is being has been administered in all material respects in compliance with its terms and in both form and operation is in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws and regulationsregulations (other than adoption of any plan amendments for which the deadline has not yet expired), and all material reports required to be filed with any governmental agency with respect to any Pension each Employee Plan have been timely filed. (div) Each Employee Plan that is intended to be qualified within the meaning of Code section 401(a) is so qualified and has received a favorable determination letter from the IRS as to its qualification, and nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification. (v) Except as set forth in Section 3.01(o)(v) of the Disclosure Letter, no Employee Plan exists that could result in the payment to any present or former employee of the Company or any Subsidiary of any money or other property or accelerate or provide any other rights or benefits to any present or former employee of the Company or its Subsidiaries as a result of the transaction contemplated by this Agreement, whether or not such payment would constitute a parachute payment within the meaning of Code section 280G. (vi) Except as set forth in Section 3.01(o)(vi) of the Disclosure Letter, none of the Company or the Subsidiaries has or will have any obligation or liability under a Welfare Plan which provides medical or dental benefits with respect to current or former employees of the Company beyond their termination of employment other than required by COBRA or other applicable laws, and all Welfare Plans are in compliance with the requirements of COBRA, to the extent applicable. (vii) There are has been no "mass layoff" or "plant closing" as each such term is defined by the Workers Adjustment and Retraining Notification Act ("WARN"), with respect to the employees of the Company or any of its Subsidiaries, with respect to which there could be any future liability to such employees under WARN. (viii) There is no material litigation, arbitration or administrative proceedings proceeding pending or, to the knowledge of Northstarthe Company, threatened against Northstar the Company or GFS or any Subsidiary or, to the knowledge of the Company, any plan fiduciary by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or Corporation, any participant or beneficiary beneficiary, or any other governmental agency, with respect to any Employee Plan. Neither Northstar nor GFS norNone of the Company, any Subsidiary, any ERISA affiliate, or to the knowledge of Northstarthe Company, any plan fiduciary of any Pension or Welfare Plan has been engaged in any transaction in violation of Section 460(a406(a) or (b) of ERISA for which no exemption exists under Section 408 of ERISA or any "prohibited transaction" (as defined in Section 4975(a)(i4975(c)(1) of the Code Code) for which no exemption exists under Section 4975(e)(ii4975(c)(2) or 4975(d) of the Code, or is subject to any excise tax imposed by the Code or ERISA with respect to any Employee Plan. (e) Neither Northstar nor GFS has have ever been a sponsor of, contributed to or been under an obligation to contribute to, any "multi-employer plan," as such term is defined in Section 3(37) of ERISA.

Retirement and Benefit Plans. (ai) Each employee pension benefit plan ("Pension Plan") as such term is defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), each employee welfare benefit plan ("Welfare Plan") as defined in Section 3 of ERISA, and each deferred compensation, bonus, incentive, stock incentive, option, stock purchase purchase, severance, or other material employee benefit plan, agreement, commitment commitment, or arrangement ("Benefit Plan"), which ) that is currently maintained by Northstar Manor Care or GFS any of its ERISA Affiliates or to which Northstar Manor Care or GFS any of its ERISA Affiliates currently contributes or is under any current obligation to contribute (collectively, the "Manor Care Employee Plans" and individually, an a "Manor Care Employee Plan") ), is listed in Section 3.16 of the Manor Care Disclosure Schedule andSchedule. In addition, to the extent an Employee Plan is evidenced by documents, true and complete copies thereof have been Manor Care has delivered or made available to BuyerHCR copies of the most recent determination letter issued by the Internal Revenue Service with respect to each such Pension Plan, copies of the most recent actuarial report for each such Pension Plan, where applicable, and copies of the annual report (Form 5500 Series) required to be filed with any governmental agency with respect to each such Pension Plan and each such Welfare Plan for the most recent plan year of such plan for which reports have been filed. (bii) Each of Northstar Manor Care and GFS its ERISA Affiliates has made on a timely basis all contributions or payments required to be made by it pursuant to the terms of the Manor Care Employee Plans, ERISA, the Code Code, or other applicable laws, unless such contributions or payment payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Manor Care Employee Plans. All material amounts required to be reflected on the financial statements of Manor Care and its ERISA Affiliates with respect to each Manor Care Employee Plan are properly included in such financial statements and Manor Care and its ERISA Affiliates have performed all material obligations required to be performed by them under each Manor Care Employee Plan. None of the Manor Care Employee Plans is a "multiemployer plan," as defined in Section 3(37) or Section 4001(a)(3) of ERISA. No Pension Plan required to be listed on the Manor Care Disclosure Schedule or to which any of its ERISA Affiliates contributes or is obligated to contribute and that is subject to Section 412 of the Code has incurred any "accumulated funding deficiency" (as defined in that section), whether or not material and whether or not subject to a waiver, as of the last day of the most recent plan year of the plan. The funding method used in connection with each Manor Care Employee Plan which is subject to the minimum funding requirements of ERISA is acceptable and the actuarial assumptions used in connection with funding each such plan are reasonable; as of the last day of the last plan year of each such plan the "amount of unfunded benefit liabilities" as defined benefit plan" within the meaning in Section 4001(a)(18) of ERISA.ERISA did not and will not exceed zero. 15 (ciii) Each Manor Care Employee Plan (and any related trust or other funding instrument) is being administered in all material respects in compliance with its terms and in both form and operation operation, is in compliance in all material respects with the applicable provisions of ERISA, the Code Code, and other applicable laws and regulationsregulations (other than adoption of any plan amendments for which the deadline has not yet expired), and all material reports required to be filed with any governmental agency with respect to any each Pension Plan and each Welfare Plan required to be listed on the Manor Care Disclosure Schedule have been timely filed. (div) There are is no material litigation, arbitration arbitration, or administrative proceedings proceeding pending or, to the knowledge of NorthstarManor Care, threatened against Northstar Manor Care or GFS or any of its ERISA Affiliates or, to the knowledge of Manor Care, any plan fiduciary by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any participant or beneficiary with respect to any Manor Care Employee Plan. Neither Northstar Manor Care nor GFS any of its ERISA Affiliates nor, to the knowledge of NorthstarManor Care, any plan fiduciary of any Pension Plan or Welfare Plan required to be listed on the Manor Care Disclosure Schedule has been engaged in any transaction in violation of Section 460(a406(a) or (b) of ERISA for which no exemption exists under Section 408 of ERISA or any "prohibited transaction" (as defined in Section 4975(a)(i4975(c)(1) of the Code Code) for which no exemption exists under Section 4975(e)(ii4975(c)(2) or 4975(d) of the Code, or is subject to any excise tax imposed by the Code or ERISA with respect to any Manor Care Employee Plan. (ev) Neither Northstar the execution and delivery of this Agreement nor GFS has have ever been a sponsor ofthe consummation of the transactions contemplated hereby will (a) result in any material payment becoming due, contributed to or been under an obligation to contribute tomaterially increase the amount of compensation due, any current or former employee of Manor Care or any of its Subsidiaries under any Manor Care Employee Plan, (b) materially increase any benefits otherwise payable under any Manor Care Employee Plan or (c) result in the acceleration of the time of payment or vesting of any such material benefits. (vi) For purposes of this Section 4.1(o), the term "multi-employer plan,ERISA Affiliate" as such term means (A) any trade or business with which Manor Care is defined in under common control within the meaning of Section 3(374001(b) of ERISA, (B) any corporation with which Manor Care is a member of a controlled group of corporations within the meaning of Section 414(b) of the Code, (C) any entity with which Manor Care is under common control within the meaning of Section 414(c) of the Code, (D) any entity with which Manor Care is a member of an affiliated service group within the meaning of Section 414(m) of the Code, and (E) any entity with which Manor Care is aggregated under Section 414(o) of the Code.