Common use of Seller’s Employee Benefit Plans Clause in Contracts

Seller’s Employee Benefit Plans. Each Business Benefit Plan (including, for the avoidance of doubt, each International Benefit Plan) or portion of either thereof, that (i) is sponsored or maintained by a Transferred Entity, (ii) Purchaser or any of its Affiliates has agreed to assume pursuant to this Agreement or (iii) Purchaser or any of its Affiliates is required to assume under applicable Law in connection with this Agreement is referred to herein as an “Assumed Benefit Plan.” Section 4.09-1 of the Seller Disclosure Letter contains (1) a list, as of the date of this Agreement, of each material Assumed Benefit Plan (other than the Deferred Transfer Employee Benefits Plans), (2) a list, as of the date of this Agreement, of each material Business Benefit Plan and (3) a copy of each standard form of employment agreement or consulting agreement outside the United States that applies to any Employee; provided, however, that Seller shall only be required to schedule such Employment Agreements for Employees with an annual salary in excess of $250,000. With respect to each Assumed Benefit Plan required to be set forth on Section 4.09-1 of the Seller Disclosure Letter, Seller has made available to Purchaser complete and correct copies of each such Assumed Benefit Plan and all amendments thereto as of the date of this Agreement, (or, with respect to any unwritten plan, a summary of the terms thereof), and, to the extent applicable, (A) any related trust agreement or other funding instrument, (B) the most recent summary plan description for each such Assumed Benefit Plan for which a summary plan description is required by applicable Law, and if a summary plan description is not required, then any written plan description, summary or informational statement relating to such Assumed Benefit Plan that is available to participants of such Assumed Benefit Plan, (C) for the most recent plan year for which such information is available, with respect to each such Assumed Benefit Plan, all audited financial statements, actuarial valuation reports, and material correspondence (including annual filings) with any Governmental Authority, and (D) the most recent determination or opinion letter, if any, issued by the IRS with respect to any such Assumed Benefit Plan intended to be qualified under Section 401(a) of the Code, or with respect to any International Benefit Plan, documentation or information, if any, evidencing qualification for favorable Tax treatment under the applicable Laws of any jurisdiction. With respect to each Business Benefit Plan that is not an Assumed Benefit Plan and that is required to be listed on Section 4.09-1 of the Seller Disclosure Letter, Seller has made available to Purchaser the most recent summary plan description. Except as disclosed in Section 4.09-2 of the Seller Disclosure Letter: (a) Each Assumed Benefit Plan has been operated in all material respects in compliance with all applicable Laws and each Assumed Benefit Plan has been administered in all material respects in accordance with its terms, except as would not reasonably be expected to result in a material Liability to Purchaser. (b) There is no Action pending (other than routine qualification or registration determination filings), or to Seller’s Knowledge, threatened, with respect to any Assumed Benefit Plan before any Governmental Authority and, to Seller’s Knowledge, no investigation is pending or has been threatened, except for such Actions or investigations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. (c) Other than claims by Former Business Employees or Employees or beneficiaries for benefits received in the ordinary course under an Assumed Benefit Plan, neither Seller nor any of its Subsidiaries has, nor to Seller’s Knowledge has any other Person or body that has responsibility for administering an Assumed Benefit Plan, received written or oral notice of any pending or threatened claim under an Assumed Benefit Plan made by any Former Business Employee or Employee or beneficiary who is eligible to participate therein, that would reasonably be expected to be material to the Business, taken as a whole. (d) No Assumed Benefit Plan is any of the following: (i) a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA)); (ii) a single employer plan (within the meaning of Section 4001(a)(15) of ERISA) for which Seller or any of its Subsidiaries has or could incur any Liabilities under Section 4063 or 4064 of ERISA or under other applicable Law; (iii) a plan that is subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code; (iv) a defined benefit pension plan; or (v) a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA), and in each case, none of the Transferred Entities or any of their Subsidiaries had or has any Liabilities in respect of, any multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA). (e) Each Assumed Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) that is subject to Section 409A of the Code has been maintained and operated in all material respects in compliance with Section 409A of the Code, except as would not reasonably be expected to result in a material Liability to Purchaser. (f) No Assumed Benefit Plan provides for any post-employment health, medical, disability, life insurance or any other welfare benefits for any Former Business Employees, Employees, directors, other service providers or any other individuals except as (i) required by Section 4980B of the Code, Part 6 of Title I of ERISA, similar applicable state Law or other applicable Law, (ii) required by Law No. 9,656/1998 and Normative Resolution No. 279/2011, applicable to Brazil, or (iii) may be required under applicable Laws. (g) If Purchaser complies with its obligations to make offers of employment to the Employees who are required to receive offers of employment pursuant to Section 7.01(a) (for purposes of this Section 4.09(g), the “Offered Employees”) in accordance with Section 7.01, neither the execution and delivery of this Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby shall (i) cause any payment (including severance, change in control or otherwise) to become due to any Offered Employee under any Business Benefit Plan or Employment Agreement, (ii) except as otherwise provided in Article VII require or be construed to require Purchaser or any of its Affiliates to provide any Tax gross-up or severance to any Offered Employee or any such employee’s dependent or beneficiary, (iii) materially increase any benefits otherwise payable under any Business Benefit Plan or Employment Agreement; or (iv) result in the acceleration of time of payment or vesting of any such benefits under any Business Benefit Plan or Employment Agreement, except, in the case of the foregoing for any payments or benefits for which Seller or any of its Subsidiaries (other than any Transferred Entities) shall be solely liable; provided that nothing herein shall be intended to address the consequences of any actions taken by Purchaser or its Affiliates in respect of Transferred Employees under any Assumed Benefit Plan following the Closing Date. Neither Seller nor any of its Subsidiaries has any obligation to “gross up,” indemnify, or otherwise reimburse any Business Employee or other individual for any Taxes imposed under Section 4999 of the Code. (h) With respect to each Assumed Benefit Plan maintained outside the jurisdiction of the United States, (i) all material employer and employee contributions required by applicable Law or by the terms of such plan have been made, or, if applicable, accrued in accordance with normal accounting practices, and (ii) each such plan required to be registered has been registered and has been maintained in good standing with applicable Governmental Authorities. (i) No U.K. Transferred Employee has an entitlement to past or future pension benefits other than “money purchase benefits”, as defined in section 181 of the U.K. Xxxxxxx Xxxxxxx Xxx 0000 (“Money Purchase Benefits”) as a result of employment with the Transferred Entities and the Transferred Entities do not, and have never at any time, sponsored or contributed, and are not, and have never at any time been, required to sponsor or contribute to any U.K. pension arrangement other than the U.K. Pension Scheme.

Seller’s Employee Benefit Plans. Each Business Benefit Plan (including, for the avoidance of doubt, each International Benefit Plan) or portion of either thereof, that (i) is sponsored or maintained by a Transferred Entity, (ii) Purchaser or any of its Affiliates has agreed to assume pursuant to this Amended Agreement (including any Transferred Pension Plans) or (iii) Purchaser or any of its Affiliates is required to assume under applicable Law in connection with this Amended Agreement is referred to herein as an “Assumed Benefit Plan.” Section 4.09-1 of the Seller Disclosure Letter contains (1) a list, as of the date of this the Original Agreement, of each material Assumed Benefit Plan (other than the Deferred Transfer Employee Benefits Benefit Plans), (2) a list, as of the date of this the Original Agreement, of each material Business Benefit Plan and (3) a copy of each standard form of employment agreement or consulting agreement outside the United States that applies to any Employee; provided, however, that Seller shall only be required to schedule such Employment Agreements for Employees with an annual salary in excess of $250,000. With respect to each Assumed Benefit Plan required to be set forth on Section 4.09-1 of the Seller Disclosure Letter, Seller has made available to Purchaser complete and correct copies of each such Assumed Benefit Plan and all amendments thereto as of the date of this the Original Agreement, (or, with respect to any unwritten plan, a summary of the terms thereof), and, to the extent applicable, (A) any related trust agreement or other funding instrument, (B) the most recent summary plan description for each such Assumed Benefit Plan for which a summary plan description is required by applicable Law, and if a summary plan description is not required, then any written plan description, summary or informational statement relating to such Assumed Benefit Plan that is available to participants of such Assumed Benefit Plan, (C) for the most recent plan year for which such information is available, with respect to each such Assumed Benefit Plan, all audited financial statements, actuarial valuation reports, and material correspondence (including annual filings) with any Governmental Authority, and (D) the most recent determination or opinion letter, if any, issued by the IRS with respect to any such Assumed Benefit Plan intended to be qualified under Section 401(a) of the Code, or with respect to any International Benefit Plan, documentation or information, if any, evidencing qualification for favorable Tax treatment under the applicable Laws of any jurisdiction. With respect to each Business Benefit Plan that is not an Assumed Benefit Plan and that is required to be listed on Section 4.09-1 of the Seller Disclosure Letter, Seller has made available to Purchaser the most recent summary plan description. Except as disclosed in Section 4.09-2 of the Seller Disclosure Letter: (a) Each Assumed Benefit Plan has been operated in all material respects in compliance with all applicable Laws and each Assumed Benefit Plan has been administered in all material respects in accordance with its terms, except as would not reasonably be expected to result in a material Liability to Purchaser. (b) There is no Action pending (other than routine qualification or registration determination filings), or to Seller’s Knowledge, threatened, with respect to any Assumed Benefit Plan before any Governmental Authority and, to Seller’s Knowledge, no investigation is pending or has been threatened, except for such Actions or investigations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. (c) Other than claims by Former Business Employees or Employees or beneficiaries for benefits received in the ordinary course under an Assumed Benefit Plan, neither Seller nor any of its Subsidiaries has, nor to Seller’s Knowledge has any other Person or body that has responsibility for administering an Assumed Benefit Plan, received written or oral notice of any pending or threatened claim under an Assumed Benefit Plan made by any Former Business Employee or Employee or beneficiary who is eligible to participate therein, that would reasonably be expected to be material to the Business, taken as a whole. (d) No Assumed Benefit Plan Plan, other than the Transferred Pension Plans, is any of the following: (i) a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA)); (ii) a single employer plan (within the meaning of Section 4001(a)(15) of ERISA) for which Seller or any of its Subsidiaries has or could incur any Liabilities under Section 4063 or 4064 of ERISA or under other applicable Law; (iii) a plan that is subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code; (iv) a defined benefit pension plan; or (v) a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA), and in each case, none of the Transferred Entities or any of their Subsidiaries had or has any Liabilities in respect of, any multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA). (e) Each Assumed Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) that is subject to Section 409A of the Code has been maintained and operated in all material respects in compliance with Section 409A of the Code, except as would not reasonably be expected to result in a material Liability to Purchaser. (f) No Assumed Benefit Plan provides for any post-employment health, medical, disability, life insurance or any other welfare benefits for any Former Business Employees, Employees, directors, other service providers or any other individuals except as (i) required by Section 4980B of the Code, Part 6 of Title I of ERISA, similar applicable state Law or other applicable Law, (ii) required by Law No. 9,656/1998 and Normative Resolution No. 279/2011, applicable to Brazil, or (iii) may be required under applicable Laws. (g) If Purchaser complies with its obligations to make offers of employment to the Employees who are required to receive offers of employment pursuant to Section 7.01(a) (for purposes of this Section 4.09(g), the “Offered Employees”) in accordance with Section 7.01, neither the execution and delivery of the Original Agreement, this Amended Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby shall (i) cause any payment (including severance, change in control or otherwise) to become due to any Offered Employee under any Business Benefit Plan or Employment Agreement, (ii) except as otherwise provided in Article VII VII, require or be construed to require Purchaser or any of its Affiliates to provide any Tax gross-up or severance to any Offered Employee or any such employee’s dependent or beneficiary, (iii) materially increase any benefits otherwise payable under any Business Benefit Plan or Employment Agreement; or (iv) result in the acceleration of time of payment or vesting of any such benefits under any Business Benefit Plan or Employment Agreement, Agreement except, in the case of the foregoing for any payments or benefits for which Seller or any of its Subsidiaries (other than any Transferred Entities) shall be solely liable; provided that nothing herein shall be intended to address the consequences of any actions taken by Purchaser or its Affiliates in respect of Transferred Employees under any Assumed Benefit Plan following the Closing Date. Neither Seller nor any of its Subsidiaries has any obligation to “gross up,” indemnify, or otherwise reimburse any Business Employee or other individual for any Taxes imposed under Section 4999 of the Code. (h) With respect to each Assumed Benefit Plan maintained outside the jurisdiction of the United States, (i) all material employer and employee contributions required by applicable Law or by the terms of such plan have been made, or, if applicable, accrued in accordance with normal accounting practices, and (ii) each such plan required to be registered has been registered and has been maintained in good standing with applicable Governmental Authorities. (i) No U.K. Transferred Employee has an entitlement to past or future pension benefits other than “money purchase benefits”, as defined in section 181 of the U.K. Xxxxxxx Xxxxxxx Xxx 0000 (“Money Purchase Benefits”) as a result of employment with the Transferred Entities and the Transferred Entities do not, and have never at any time, sponsored or contributed, and are not, and have never at any time been, required to sponsor or contribute to any U.K. pension arrangement other than the U.K. Pension Scheme.

Seller’s Employee Benefit Plans. Each Business Benefit Plan (including, for the avoidance of doubt, a) Schedule 3.21 lists each International Benefit Plan) or portion of either thereof, that (i) is sponsored or maintained by a Transferred Entity, (ii) Purchaser or any of its Affiliates has agreed to assume pursuant to this Agreement or (iii) Purchaser or any of its Affiliates is required to assume under applicable Law in connection with this Agreement is referred to herein as an “Assumed Seller Employee Benefit Plan.” Section 4.09-1 of the Seller Disclosure Letter contains (1b) a list, as of the date of this Agreement, of each material Assumed Benefit Plan (other than the Deferred Transfer Employee Benefits Plans), (2) a list, as of the date of this Agreement, of each material Business Benefit Plan and (3) a copy of each standard form of employment agreement or consulting agreement outside the United States that applies to any Employee; provided, however, that Seller shall only be required to schedule such Employment Agreements for Employees with an annual salary in excess of $250,000. With respect to each Assumed Benefit Plan required to be set forth on Section 4.09-1 of the Seller Disclosure Letter, Seller There has been made available to Purchaser complete and correct copies of each such Assumed Benefit Plan and all amendments thereto as of the date of this Agreement, (or, with respect to any unwritten plan, a summary of the terms thereof), and, to the extent applicable, (A) any related trust agreement or other funding instrument, (B) the most recent summary plan description for each such Assumed Benefit Plan for which a summary plan description is required by applicable Law, and if a summary plan description is not required, then any written plan description, summary or informational statement relating to such Assumed Benefit Plan that is available to participants of such Assumed Benefit Plan, (C) for the most recent plan year for which such information is availableBuyer, with respect to each such Assumed Seller Employee Benefit Plan except each Multiemployer Plan, all audited financial statements, actuarial valuation reports, and material correspondence the following: (including annual filingsi) with any Governmental Authority, and (D) a copy of the three most recent determination or opinion letter, annual reports (if any, issued by the IRS required under ERISA) with respect to each such plan (including all schedules and attachments) and any related summary annual reports; (ii) a copy of the latest summary plan description (if required under ERISA), together with each summary of material modification required under ERISA with respect to such Assumed Benefit Plan plan or such other material disclosure documents used with respect to such plan; (iii) a true and complete copy of each such written plan (or a written description of any material unwritten plan) as currently in effect, including all amendments thereto; (iv) with respect to each such plan that is intended to be qualified under Section 401(a) of the Code, the most recent determination letter or opinion or approval letter issued by the Internal Revenue Service with respect to any International the qualified status of such plan; (v) all trust agreements, insurance contracts, and other funding vehicles currently in effect, including all amendments thereto, (vi) to the extent applicable, the most recent discrimination testing reports, actuarial reports and audited financial statements; and (vii) all material contracts with third party administrators, actuaries, investment managers, consultants, and other service providers as currently in effect, including all amendments thereto. There has also been made available to Buyer with respect to each Seller Employee Benefit Plan that is a Multiemployer Plan, documentation all substantive correspondence in the Company’s records to or information, if any, evidencing qualification for favorable Tax treatment under the applicable Laws of from any jurisdiction. Multiemployer Plan. (c) With respect to each Business Seller Employee Benefit Plan that (and related trust, insurance contract or fund), to Seller’s knowledge, and except as described on Schedule 3.21, there is not an Assumed Benefit Plan and that is required no material noncompliance with Legal Requirements relating to be listed on Section 4.09-1 of periods before the Seller Disclosure Letter, Seller has made available to Purchaser the most recent summary plan description. Except as disclosed in Section 4.09-2 of the Seller Disclosure Letter:Closing Date. (ad) Each Assumed To Seller’s knowledge, each Seller Employee Benefit Plan has been operated in all material respects in compliance with all applicable Laws established and each Assumed Benefit Plan has been administered in all material respects in accordance with its terms, except and in material compliance with the applicable provisions of ERISA, the Code and other applicable laws, rules and regulations and no non-exempt “prohibited transaction” (as would such term is defined in Section 406 of ERISA and Section 4975 of the Code) or “accumulated funding deficiency” (as such term is defined in Section 302 of ERISA and Section 412 of the Code (whether or not reasonably be expected to result in a material Liability to Purchaser. (bwaived)) There is no Action pending (other than routine qualification or registration determination filings), or to Seller’s Knowledge, threatened, has occurred with respect to any Assumed Seller Employee Benefit Plan. (e) Except as set forth in Schedule 3.21(e), no Seller Employee Benefit Plan before exists that, as a result of the execution of the transactions contemplated by this Agreement (whether alone or in connection with any Governmental Authority subsequent event(s)), would result in: (i) severance pay or any increase in severance pay upon any employee’s termination of employment after the date of this Agreement; or (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or result in any other material obligation pursuant to, any of the Seller Employee Benefit Plans. (f) To the extent, required by the Code, ERISA or pursuant to the terms of the applicable Seller Employee Benefit Plan, all contributions, premiums and other payments required to have been made prior to Closing by Seller to the Seller Employee Benefit Plans have in all material respects been made or will in all material respects be made or have in all material respects been accrued on the financial records of Seller in accordance with generally accepted accounting principles. (g) Each Seller Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has a current favorable determination letter or opinion or approval letter from the IRS that the Seller Employee Benefit Plan is so qualified and its trust is exempt from federal income taxation under Section 501(a) of the Code and, to Seller’s Knowledgeknowledge, no investigation is pending nothing has occurred, whether by action or has been threatenedfailure to act, except for such Actions or investigations that, individually or in the aggregate, have not had and would not that could reasonably be expected to have a Material Adverse Effect. (c) Other than claims by Former Business Employees or Employees or beneficiaries for benefits received in cause the ordinary course under an Assumed Benefit Plan, neither Seller nor any loss of its Subsidiaries has, nor to Seller’s Knowledge has any other Person or body that has responsibility for administering an Assumed Benefit Plan, received written or oral notice of any pending or threatened claim under an Assumed Benefit Plan made by any Former Business Employee or Employee or beneficiary who is eligible to participate therein, that would reasonably be expected to be material to the Business, taken as a whole. (d) No Assumed Benefit Plan is any of the following: (i) a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA)); (ii) a single employer plan (within the meaning of Section 4001(a)(15) of ERISA) for which Seller or any of its Subsidiaries has or could incur any Liabilities under Section 4063 or 4064 of ERISA or under other applicable Law; (iii) a plan that is subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code; (iv) a defined benefit pension plan; or (v) a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA), and in each case, none of the Transferred Entities or any of their Subsidiaries had or has any Liabilities in respect of, any multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA). (e) Each Assumed Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) that is subject to Section 409A of the Code has been maintained and operated in all material respects in compliance with Section 409A of the Code, except as would not reasonably be expected to result in a material Liability to Purchaser. (f) No Assumed Benefit Plan provides for any post-employment health, medical, disability, life insurance or any other welfare benefits for any Former Business Employees, Employees, directors, other service providers or any other individuals except as (i) required by Section 4980B of the Code, Part 6 of Title I of ERISA, similar applicable state Law or other applicable Law, (ii) required by Law No. 9,656/1998 and Normative Resolution No. 279/2011, applicable to Brazil, or (iii) may be required under applicable Laws. (g) If Purchaser complies with its obligations to make offers of employment to the Employees who are required to receive offers of employment pursuant to Section 7.01(a) (for purposes of this Section 4.09(g), the “Offered Employees”) in accordance with Section 7.01, neither the execution and delivery of this Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby shall (i) cause any payment (including severance, change in control or otherwise) to become due to any Offered Employee under any Business Benefit Plan or Employment Agreement, (ii) except as otherwise provided in Article VII require or be construed to require Purchaser or any of its Affiliates to provide any Tax gross-up or severance to any Offered Employee or any such employee’s dependent or beneficiary, (iii) materially increase any benefits otherwise payable under any Business Benefit Plan or Employment Agreement; or (iv) result in the acceleration of time of payment or vesting of any such benefits under any Business Benefit Plan or Employment Agreement, except, in the case of the foregoing for any payments or benefits for which Seller or any of its Subsidiaries (other than any Transferred Entities) shall be solely liable; provided that nothing herein shall be intended to address the consequences of any actions taken by Purchaser or its Affiliates in respect of Transferred Employees under any Assumed Benefit Plan following the Closing Date. Neither Seller nor any of its Subsidiaries has any obligation to “gross up,” indemnify, or otherwise reimburse any Business Employee or other individual for any Taxes imposed under Section 4999 of the Codequalification. (h) With respect to each Assumed Seller Employee Benefit Plan, there is no litigation, administrative proceeding, audit, or investigation (including any routine requests for information from the PBGC) under way, or to the knowledge of the Seller, threatened, against or with respect to, any Seller Employee Benefit Plan. Except as set forth on Schedule 3.21(h) and except for communications received in the ordinary course of business, no written or, to Seller’s knowledge, oral communication has been received by Seller from the PBGC in respect of any Seller Employee Benefit Plan maintained outside subject to Title IV of ERISA concerning the jurisdiction funded status of the United States, (i) all material employer and employee contributions required by applicable Law or by the terms of any such plan have been made, or, if applicable, accrued in accordance with normal accounting practices, or any transfer of assets and (ii) each liabilities from any such plan required to be registered has been registered and has been maintained in good standing connection with applicable Governmental Authoritiesthe transactions contemplated herein. (i) No U.K. Transferred Excluding any Multiemployer Plan or as set forth in Schedule 3.21 and the Detroit Medical Center Consolidated Pension Plan, no Seller Employee has an entitlement to past Benefit Plan is covered by Title IV of ERISA, Section 302 or future pension benefits other than “money purchase benefits”, as defined in section 181 303 of ERISA or Section 412 or 430 of the U.K. Xxxxxxx Xxxxxxx Xxx 0000 Code and neither Seller nor any member of the Controlled Group has any material liability or obligation under Title IV of ERISA, Section 302 or 303 of ERISA or Section 412 or 430 of the Code with respect to a Seller Employee Benefit Plan. (“Money Purchase Benefits”j) The Seller has made available a record of the contributions made by Seller and each member of the Controlled Group in 2007, 2008 and 2009 to each Multiemployer Plan and any written communications and calculations regarding potential withdrawal liability. (k) Except as a result of required by COBRA or any similar state Law, or as set forth on Schedule 3.21, no Seller Employee Benefit Plan provides any post-employment with the Transferred Entities and the Transferred Entities do not, and have never at any time, sponsored health or contributed, and are not, and have never at any time been, required to sponsor other welfare benefits or contribute coverage to any U.K. pension arrangement other than person. (l) Seller’s obligation to maintain retiree life insurance benefits under Prudential Insurance Company of America Sinai Hospital of Detroit Insurance Continuance Fund Contract #0041391 applies only to the U.K. Pension Schemeretirees listed on Schedule 6.3(a). Seller maintains no deferred compensation plans to which Code Section 457(b) applies and all amounts deferred under any deferred compensation plan of Seller to which Code Section 457(b) would apply but for the grandfather rule described later in this sentence have at all times met and continue to meet the grandfather rule of Section 1107(c)(3)(B) of the Tax Reform Act of 1986 (as described in Internal Revenue Service Notice 87-13, 1987-1 CB 432, 445 Q&A 28) and subsequent applicable regulations and guidance. Buyer’s obligations with respect to amounts deferred under any deferred compensation plan of the Seller subject to such grandfather rule are limited to the participants and amounts to be listed on Schedule 3.21(l) by the Seller prior to Closing.

Seller’s Employee Benefit Plans. Each Business Benefit Plan (including, for the avoidance of doubt, each International Benefit Plan) or portion of either thereof, that (i) is sponsored or maintained by SCHEDULE 4.1(Y) sets forth a Transferred Entitycomplete and accurate list of all Sellers' Employee Benefit Plans. Except for the Sellers' Employee Benefit Plans, neither Sellers nor any of the Subsidiaries has any employee benefit plans that are subject to ERISA. (ii) Purchaser There is no material violation of ERISA with respect to the filing of applicable reports, documents and notices regarding any Sellers' Employee Benefit Plan with any Governmental Authority or any the furnishing of its Affiliates has agreed such documents to assume pursuant to this Agreement the participants or beneficiaries of the Sellers' Employee Benefit Plans. (iii) Purchaser or any of its Affiliates is required to assume under applicable Law in connection with this Agreement is referred to herein as an “Assumed Benefit Plan.” Section 4.09-1 of the Seller Disclosure Letter contains (1) a list, as of the date of this Agreement, of each material Assumed Benefit Plan (other than the Deferred Transfer Employee Benefits Plans), (2) a list, as of the date of this Agreement, of each material Business Benefit Plan and (3) a copy of each standard form of employment agreement or consulting agreement outside the United States that applies to any Employee; provided, however, that Seller shall only be required to schedule such Employment Agreements for Employees with an annual salary in excess of $250,000. With respect to each Assumed the Sellers' Employee Benefit Plan required to be Plans, there exists no condition or set forth on Section 4.09-1 of the Seller Disclosure Letter, Seller has made available to Purchaser complete and correct copies of each such Assumed Benefit Plan and all amendments thereto as of the date of this Agreement, (or, with respect to any unwritten plan, a summary of the terms thereof), and, to the extent applicable, (A) any related trust agreement or other funding instrument, (B) the most recent summary plan description for each such Assumed Benefit Plan for which a summary plan description is required by applicable Law, and if a summary plan description is not required, then any written plan description, summary or informational statement relating to such Assumed Benefit Plan circumstances that is available to participants of such Assumed Benefit Plan, (C) for the most recent plan year for which such information is available, with respect to each such Assumed Benefit Plan, all audited financial statements, actuarial valuation reports, and material correspondence (including annual filings) with any Governmental Authority, and (D) the most recent determination or opinion letter, if any, issued by the IRS with respect to any such Assumed Benefit Plan intended to be qualified under Section 401(a) of the Code, or with respect to any International Benefit Plan, documentation or information, if any, evidencing qualification for favorable Tax treatment under the applicable Laws of any jurisdiction. With respect to each Business Benefit Plan that is not an Assumed Benefit Plan and that is required to be listed on Section 4.09-1 of the Seller Disclosure Letter, Seller has made available to Purchaser the most recent summary plan description. Except as disclosed in Section 4.09-2 of the Seller Disclosure Letter: (a) Each Assumed Benefit Plan has been operated in all material respects in compliance with all applicable Laws and each Assumed Benefit Plan has been administered in all material respects in accordance with its terms, except as would not could reasonably be expected to result in a material Liability to Purchaser. (b) There liability that is no Action pending (other than routine qualification or registration determination filings), or to Seller’s Knowledge, threatened, with respect to any Assumed Benefit Plan before any Governmental Authority and, to Seller’s Knowledge, no investigation is pending or has been threatened, except for such Actions or investigations that, individually or in the aggregate, have not had and would not reasonably be expected likely to have a Material Adverse EffectEffect on Sellers or any of the Subsidiaries under ERISA, the Code or any applicable law. (civ) Other than claims by Former Business Employees or Employees or beneficiaries for benefits received With respect to the Sellers' Employee Benefit Plans, individually and in the ordinary course under an Assumed Benefit Planaggregate, neither Seller nor there are no unfunded benefit obligations which have not been accounted for by reserves, or otherwise properly footnoted in accordance with GAAP, on the Sellers Financial Statements, that are reasonably likely to have a Material Adverse Effect on Sellers or any of its Subsidiaries has, the Subsidiaries. (v) Neither Sellers nor to Seller’s Knowledge has any other Person or body that has responsibility for administering an Assumed Benefit Plan, received written or oral notice of any pending or threatened claim under an Assumed Benefit Plan made by any Former Business Employee or Employee or beneficiary who is eligible to participate therein, that together with Sellers would reasonably be expected to be material to the Business, taken treated as a wholesingle employer under Section 414 of the Code, is a participant in or has ever contributed to any multi-employer plan within the meaning of ERISA. Sellers and all such other Persons have paid and discharged promptly when due all liabilities and obligations arising under ERISA or any provision of the Code of a character which if unpaid or unperformed might result in the imposition of a lien on the Assets. (dvi) No Assumed The Sellers' Employee Benefit Plan is Plans have been maintained, in all material respects, in accordance with their terms and in accordance with all applicable federal and state laws, and neither Sellers, nor any of "party in interest" or "disqualified person" with respect to the following: (i) a multiemployer plan (Sellers' Employee Benefit Plans, has engaged in any "prohibited transaction" within the meaning of Section 3(37) 4975 of the Code or 4001(a)(3) of ERISA)); (ii) a single employer plan (within the meaning of Section 4001(a)(15) of ERISA) for which Seller or any of its Subsidiaries has or could incur any Liabilities under Section 4063 or 4064 of ERISA or under other applicable Law; (iii) a plan that is subject to Title IV 406 of ERISA, Section 302 of ERISA which has or Section 412 of the Code; (iv) a defined benefit pension plan; or (v) a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA), and in each case, none of the Transferred Entities or any of their Subsidiaries had or has any Liabilities in respect of, any multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA). (e) Each Assumed Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) that is subject to Section 409A of the Code has been maintained and operated in all material respects in compliance with Section 409A of the Code, except as would not reasonably be expected to will result in a material Liability to Purchaserany penalty or tax. (f) No Assumed Benefit Plan provides for any post-employment health, medical, disability, life insurance or any other welfare benefits for any Former Business Employees, Employees, directors, other service providers or any other individuals except as (i) required by Section 4980B of the Code, Part 6 of Title I of ERISA, similar applicable state Law or other applicable Law, (ii) required by Law No. 9,656/1998 and Normative Resolution No. 279/2011, applicable to Brazil, or (iii) may be required under applicable Laws. (g) If Purchaser complies with its obligations to make offers of employment to the Employees who are required to receive offers of employment pursuant to Section 7.01(a) (for purposes of this Section 4.09(g), the “Offered Employees”) in accordance with Section 7.01, neither the execution and delivery of this Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby shall (i) cause any payment (including severance, change in control or otherwise) to become due to any Offered Employee under any Business Benefit Plan or Employment Agreement, (ii) except as otherwise provided in Article VII require or be construed to require Purchaser or any of its Affiliates to provide any Tax gross-up or severance to any Offered Employee or any such employee’s dependent or beneficiary, (iii) materially increase any benefits otherwise payable under any Business Benefit Plan or Employment Agreement; or (iv) result in the acceleration of time of payment or vesting of any such benefits under any Business Benefit Plan or Employment Agreement, except, in the case of the foregoing for any payments or benefits for which Seller or any of its Subsidiaries (other than any Transferred Entities) shall be solely liable; provided that nothing herein shall be intended to address the consequences of any actions taken by Purchaser or its Affiliates in respect of Transferred Employees under any Assumed Benefit Plan following the Closing Date. Neither Seller nor any of its Subsidiaries has any obligation to “gross up,” indemnify, or otherwise reimburse any Business Employee or other individual for any Taxes imposed under Section 4999 of the Code. (h) With respect to each Assumed Benefit Plan maintained outside the jurisdiction of the United States, (i) all material employer and employee contributions required by applicable Law or by the terms of such plan have been made, or, if applicable, accrued in accordance with normal accounting practices, and (ii) each such plan required to be registered has been registered and has been maintained in good standing with applicable Governmental Authorities. (i) No U.K. Transferred Employee has an entitlement to past or future pension benefits other than “money purchase benefits”, as defined in section 181 of the U.K. Xxxxxxx Xxxxxxx Xxx 0000 (“Money Purchase Benefits”) as a result of employment with the Transferred Entities and the Transferred Entities do not, and have never at any time, sponsored or contributed, and are not, and have never at any time been, required to sponsor or contribute to any U.K. pension arrangement other than the U.K. Pension Scheme.

Seller’s Employee Benefit Plans. Each Business (a) Seller shall retain all obligations and liabilities under the Employee Plans and Benefit Arrangements in respect of each Employee or former Employee (including any beneficiary thereof) except in the case of an Assumed Plan. Except in the case of an Assumed Plan, no assets of any Employee Plan (including, for the avoidance of doubt, each International or Benefit Plan) or portion of either thereof, that (i) is sponsored or maintained by a Transferred Entity, (ii) Purchaser Arrangement shall be transferred to Buyer or any of its Affiliates has agreed or to assume pursuant to this Agreement or (iii) Purchaser any plan of Buyer or any of its Affiliates is required to assume under applicable Law in connection with this Agreement is referred to herein as an “Assumed Benefit Plan.” Section 4.09-1 of the Seller Disclosure Letter contains (1) a list, as of the date of this Agreement, of each material Assumed Benefit Plan (other than the Deferred Transfer Employee Benefits Plans), (2) a list, as of the date of this Agreement, of each material Business Benefit Plan and (3) a copy of each standard form of employment agreement or consulting agreement outside the United States that applies to any Employee; provided, however, that Seller shall only be required to schedule such Employment Agreements for Employees with an annual salary in excess of $250,000. With respect to each Assumed Benefit Plan required to be set forth on Section 4.09-1 of the Seller Disclosure Letter, Seller has made available to Purchaser complete and correct copies of each such Assumed Benefit Plan and all amendments thereto as of the date of this Agreement, (or, with respect to any unwritten plan, a summary of the terms thereof), and, to the extent applicable, (A) any related trust agreement or other funding instrument, (B) the most recent summary plan description for each such Assumed Benefit Plan for which a summary plan description is required by applicable Law, and if a summary plan description is not required, then any written plan description, summary or informational statement relating to such Assumed Benefit Plan that is available to participants of such Assumed Benefit Plan, (C) for the most recent plan year for which such information is available, with respect to each such Assumed Benefit Plan, all audited financial statements, actuarial valuation reports, and material correspondence (including annual filings) with any Governmental Authority, and (D) the most recent determination or opinion letter, if any, issued by the IRS with respect to any such Assumed Benefit Plan intended to be qualified under Section 401(a) of the Code, or with respect to any International Benefit Plan, documentation or information, if any, evidencing qualification for favorable Tax treatment under the applicable Laws of any jurisdiction. With respect to each Business Benefit Plan that is not an Assumed Benefit Plan and that is required to be listed on Section 4.09-1 of the Seller Disclosure Letter, Seller has made available to Purchaser the most recent summary plan description. Except as disclosed in Section 4.09-2 of the Seller Disclosure Letter: (a) Each Assumed Benefit Plan has been operated in all material respects in compliance with all applicable Laws and each Assumed Benefit Plan has been administered in all material respects in accordance with its terms, except as would not reasonably be expected to result in a material Liability to PurchaserAffiliates. (b) There is no Action pending (other than routine qualification or registration determination filings), or to Seller’s Knowledge, threatened, with respect to any Assumed Benefit Plan before any Governmental Authority and, to Seller’s Knowledge, no investigation is pending or has been threatened, except for such Actions or investigations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. (c) Other than claims by Former Business Employees or Employees or beneficiaries for benefits received in the ordinary course under an Assumed Benefit Plan, neither Seller nor any of its Subsidiaries has, nor to Seller’s Knowledge has any other Person or body that has responsibility for administering an Assumed Benefit Plan, received written or oral notice of any pending or threatened claim under an Assumed Benefit Plan made by any Former Business Employee or Employee or beneficiary who is eligible to participate therein, that would reasonably be expected to be material to the Business, taken as a whole. (d) No Assumed Benefit Plan is any of the following: (i) a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA)); (ii) a single employer plan (within the meaning of Section 4001(a)(15) of ERISA) for which Seller or any of its Subsidiaries has or could incur any Liabilities under Section 4063 or 4064 of ERISA or under other applicable Law; (iii) a plan that is subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code; (iv) a defined benefit pension plan; or (v) a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA), and in each case, none of the Transferred Entities or any of their Subsidiaries had or has any Liabilities in respect of, any multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA). (e) Each Assumed Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) that is subject to Section 409A of the Code has been maintained and operated in all material respects in compliance with Section 409A of the Code, except as would not reasonably be expected to result in a material Liability to Purchaser. (f) No Assumed Benefit Plan provides for any post-employment health, medical, disability, life insurance or any other welfare benefits for any Former Business Employees, Employees, directors, other service providers or any other individuals except as (i) required by Section 4980B of the Code, Part 6 of Title I of ERISA, similar applicable state Law or other applicable Law, (ii) required by Law No. 9,656/1998 and Normative Resolution No. 279/2011, applicable to Brazil, or (iii) may be required under applicable Laws. (g) If Purchaser complies with its obligations to make offers of employment to the Employees who are required to receive offers of employment pursuant to Section 7.01(a) (for purposes of this Section 4.09(g), the “Offered Employees”) in accordance with Section 7.01, neither the execution and delivery of this Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby shall (i) cause any payment (including severance, change in control or otherwise) to become due to any Offered Employee under any Business Benefit Plan or Employment Agreement, (ii) except as otherwise provided in Article VII require or be construed to require Purchaser or any of its Affiliates to provide any Tax gross-up or severance to any Offered Employee or any such employee’s dependent or beneficiary, (iii) materially increase any benefits otherwise payable under any Business Benefit Plan or Employment Agreement; or (iv) result in the acceleration of time of payment or vesting of any such benefits under any Business Benefit Plan or Employment Agreement, except, in the case of the foregoing for any payments or benefits for which Seller or any of its Subsidiaries (other than any Transferred Entities) shall be solely liable; provided that nothing herein shall be intended to address the consequences of any actions taken by Purchaser or its Affiliates in respect of Transferred Employees under any Assumed Benefit Plan following the Closing Date. Neither Seller nor any of its Subsidiaries has any obligation to “gross up,” indemnify, or otherwise reimburse any Business Employee or other individual for any Taxes imposed under Section 4999 of the Code. (h) With respect to each Assumed Benefit Plan maintained outside and each asset of an Assumed Plan, there are no fees, penalties, surrender charges redemption charges or similar such expenses that would be incurred by Buyer, Seller, or Affiliates of either, or a participant or beneficiary if Buyer (or an Affiliate of Buyer) merges the jurisdiction Assumed Plan with a Buyer (or Affiliate) plan or arrangement or terminates the Assumed Plan after the Closing Date, but Buyer recognizes that terminating or merging the assumed 401(k) plan may result in the accelerated vesting of the United States, (ibenefits for 401(k) all material employer and employee contributions required by applicable Law or by the terms of such plan have been made, or, if applicable, accrued in accordance with normal accounting practices, and (ii) each such plan required to be registered has been registered and has been maintained in good standing with applicable Governmental Authoritiesparticipants. (i) No U.K. With respect to all Transferred Employee has Employees who are presently participating in one or more flexible spending account plans of the Seller, Schedule 10.4(c) sets forth (A) the aggregate amount withheld to date under all such plans for Employees participating therein, (B) the aggregate amount of claims paid to date under all such plans for such Employees and (C) the annual amount elected to be withheld under all such plans for such Employees. Seller agrees to update Schedule 10.4(c) from the date of this Agreement to the Closing Date. (ii) Buyer agrees that all Employees described in Schedule 10.4(c) shall participate in a similar type of flexible spending account plan of the Buyer (or an entitlement Affiliate of Buyer) and that each Employee’s elections, withholdings to past or future pension benefits other than “money purchase benefits”date and claims paid will be credited under such plan, the result of which is to effect a transfer of such Employee’s account to the new plan and to continue participating in such plan without interruption. Buyer and Seller agree that the respective Plan Administrators of the plans shall cooperate as necessary to effect a transfer of such information as shall be necessary to carryout this agreement. (iii) If, as defined in section 181 of the U.K. Xxxxxxx Xxxxxxx Xxx 0000 Closing Date, the result of the amount specified in Section 10.4(c)(i)(A) less the amount specified in Section 10.4(c)(i)(B) (the “Money Purchase BenefitsNet FSA Amount”) as a result is greater than Zero and 00/100 Dollars ($0.00), then Sellers shall pay such Net FSA Amount in cash to Buyer within thirty (30) days of employment the Closing Date. If the Net FSA Amount is less than Zero and 00/100 Dollars ($0.00), then Buyer shall pay such Net FSA Amount in cash to Seller within thirty (30) days of the Closing Date. (d) Buyer shall offer under its group health plan any COBRA continuation coverage required with the Transferred Entities and the Transferred Entities do not, and have never at any time, sponsored or contributed, and are not, and have never at any time been, required to sponsor or contribute respect to any U.K. pension arrangement other than qualified beneficiaries within the U.K. Pension Schememeaning of COBRA whose maximum period for continuation coverage required by COBRA has not expired as of the Closing Date.

Seller’s Employee Benefit Plans. Each Business Benefit Plan (including, for For the avoidance of doubt, each International the representations contained in this Section 4.09 shall not apply to the Listed Employee Benefit Plans until sixty (60) days after the date hereof, at which txxx Xxxxxx will update the Seller Disclosure Schedule with respect to the Listed Employee Benefit Plans pursuant to Section 7.06 and shall not apply to the Deferred Transfer Employee Benefit Plans until Seller has updated the Seller Disclosure Schedule with respect to the Deferred Transfer Employee Benefit Plans pursuant to Section 7.07. Each HHI Benefit Plan) , TLM Benefit Plan or portion of either thereof, that thereof (i) is sponsored or maintained by a Transferred Entity, (ii) that Purchaser or any of its Affiliates has agreed to assume pursuant to this Agreement or (iii) that Purchaser or any of its Affiliates is required to assume under applicable Law in connection with this Agreement is referred to herein as an “Assumed Benefit Plan.” Section 4.09-1 4.09 of the Seller Disclosure Letter Schedule contains (1) a list, as of the date of this Agreement, of each material Assumed Benefit Plan (other than the Deferred Transfer Employee Benefits Plans), (2) a list, as of the date of this Agreement, of each material Business HHI Benefit Plan Plan, TLM Benefit Plan, Listed Employee Benefit Plan, and Deferred Transfer Employee Benefit Plan, other than any “multiemployer plans” (within the meaning of Section 4001(a)(3) of ERISA), and (3) a copy of each standard form of employment agreement or consulting agreement outside the United States that applies to any Employee; provided, however, that Seller shall only be required to schedule such Employment Agreements for Employees with an annual salary in excess of $250,000Employees. With respect to each Assumed Benefit Plan required to be set forth on Section 4.09-1 of the Seller Disclosure Letter, Seller has made available to Purchaser complete and correct copies of each such Assumed Benefit Plan and all amendments thereto copies, as of the date of this Agreement, of (A) each (x) Assumed Benefit Plan and (y) material HHI Benefit Plan, material TLM Benefit Plan, material Listed Employee Benefit Plan, and material Deferred Transfer Employee Benefit Plan, other than, in the case of this clause (y), any “multiemployer plans” (within the meaning of Section 4001(a)(3) of ERISA) (or, with respect to any unwritten plan, a summary of the material terms thereof), and, to the extent applicable, (AB) any related trust agreement or other funding instrumentinstrument with respect to any Assumed Benefit Plan, (BC) the most recent summary plan description for each such Assumed Benefit Plan Plan, material HHI Benefit Plan, material TLM Benefit Plan, material Listed Employee Benefit Plan, and material Deferred Transfer Employee Benefit Plan, for which a summary plan description is required by applicable Law, Law and if a summary plan description is not required, then any written plan description, summary or informational statement relating to such Assumed Benefit Plan that is available to participants of such Assumed Benefit Plan, (CD) for the most recent plan year for which such information is available, with respect to each such Assumed Benefit Plan, all audited financial statements, actuarial valuation reports, and material correspondence (including annual filings) with any Governmental Authority, and (D) the most recent determination or opinion letter, if any, issued by the IRS with respect to any such Assumed Benefit Plan intended to be qualified under Section 401(a) of the Code, or with respect to any International Benefit Plan, documentation or information, if any, evidencing qualification for favorable Tax treatment under the applicable Laws of any jurisdiction. With respect to each Business Benefit Plan that is not an Assumed Benefit Plan and that is required to be listed on Section 4.09-1 of the Seller Disclosure Letter, Seller has made available to Purchaser the most recent summary plan description. Except as disclosed in Section 4.09-2 4.09 of the Seller Disclosure LetterSchedule: (a) Each Assumed Benefit Plan has been operated in all material respects in compliance with all applicable Laws and each Assumed Benefit Plan has been administered in all material respects in accordance with its terms, except as where the failure to operate in compliance, individually or in the aggregate, has not had and would not reasonably be expected to result in have, a material Liability to PurchaserMaterial Adverse Effect. (b) There is no Action pending (other than routine qualification or registration determination filings), or to Seller’s Knowledge, threatened, with respect to any Assumed Benefit Plan before any Governmental Authority and, to Seller’s Knowledge, no investigation is pending or has been threatened, except for such Actions or investigations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. (c) Other than claims by Former Business Employees or Employees or beneficiaries for benefits received in the ordinary course under an Assumed Benefit Plan, neither Seller nor any of its Subsidiaries has, nor to Seller’s Knowledge has any other Person or body that has responsibility for administering an Assumed Benefit Plan, received written or oral notice of any pending or threatened claim under an Assumed Benefit Plan made by any Former Business Employee or Employee or beneficiary who is eligible to participate therein, that except where such pending or threatened claim, individually or in the aggregate, has not had and would not reasonably be expected to be material to the Business, taken as have a wholeMaterial Adverse Effect. (d) No Assumed Benefit Plan is any of the following: (i) a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA)); (ii) a single employer plan (within the meaning of Section 4001(a)(15) of ERISA) for which Seller or any of its Subsidiaries has or could incur any Liabilities under Section 4063 or 4064 of ERISA or under other applicable Law; (iii) a plan that Listed Employee Benefit Plan is subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code; (iv) a defined benefit pension plan; or (v) a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA), and in each case, none of the Transferred Entities or any of their Subsidiaries had or has any Liabilities in respect of, any multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA). (e) Each Assumed Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) that is subject to Section 409A of the Code has been maintained and operated in all material respects in compliance with Section 409A of the Code, except as would not reasonably be expected to result in a material Liability to Purchaser. (f) No Assumed Benefit Plan provides for any post-employment health, medical, disability, life insurance or any other welfare benefits for any Former Business Employees, Employees, directors, other service providers or any other individuals except as (i) required by Section 4980B of the Code, Part 6 of Title I of ERISA, similar applicable state Law or other applicable Law, (ii) required by Law No. 9,656/1998 and Normative Resolution No. 279/2011, applicable to Brazil, or (iii) may be required under applicable Laws. (g) If Purchaser complies with its obligations to make offers of employment to the Employees who are required to receive offers of employment pursuant to Section 7.01(a) (for purposes of this Section 4.09(g4.09(e), the “Offered Employees”) in accordance with Section 7.01, neither the execution and delivery of this Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby shall (i) cause any material payment (including severance, change in control or otherwise) to become due to any Offered Employee under any Business HHI Benefit Plan, TLM Benefit Plan, Listed Employee Benefit Plan or Employment AgreementDeferred Transfer Employee Benefit Plan, (ii) except as otherwise provided in Article VII require or be construed to require Purchaser or any of its Affiliates to provide any Tax gross-up or severance to any Offered Employee or any such employee’s dependent or beneficiary, (iii) materially increase any benefits otherwise payable under any Business HHI Benefit Plan Plan, TLM Benefit Plan, Listed Employee Benefit Plan, or Employment Agreement; Deferred Transfer Employee Benefit Plan, or (iviii) result in the acceleration of time of payment or vesting of any such benefits under any Business HHI Benefit Plan, TLM Benefit Plan, Listed Employee Benefit Plan or Employment AgreementDeferred Transfer Employee Benefit Plan, except, in the case of the foregoing clauses (i), (ii), and (iii), for any payments or benefits for which Seller or any of its Subsidiaries (other than any Transferred Entities) shall be solely liable; , provided that nothing herein shall be intended to address the consequences of any actions taken by Purchaser or its Affiliates in respect of Transferred Employees under any Assumed Benefit Plan following the Closing Date. Neither Seller . (f) No Assumed Benefit Plan provides for post-employment health, medical, or life insurance benefits for any Former Employees, Employees, or beneficiaries, except as may be required under applicable Laws and at the expense of the Former Employee, Employee, or beneficiary. (g) None of the Transferred Entities nor any of its their Subsidiaries has at any obligation to “gross up,” indemnifytime sponsored or contributed to, or otherwise reimburse had any Business Employee liability or other individual for obligation in respect of, any Taxes imposed under “multiemployer plan” within the meaning of Section 4999 4001(a)(3) of the CodeERISA. (h) With respect to each Assumed Benefit Plan maintained outside the jurisdiction of the United States, (i) all material employer and employee contributions required by applicable Law or by the terms of such plan have been made, or, if applicable, accrued in accordance with normal accounting practices, and (ii) each such plan required to be registered has been registered and has been maintained in good standing with applicable Governmental Authorities. (i) No U.K. Transferred Employee has an entitlement to past Except as set forth in Article VII, neither the execution and delivery of this Agreement or future pension benefits other than “money purchase benefits”, as defined in section 181 the Ancillary Agreements nor the consummation of the U.K. Xxxxxxx Xxxxxxx Xxx 0000 transactions contemplated hereby or thereby shall cause Purchaser or any of its Affiliates to incur or become subject to, either directly or indirectly or secondarily, or on a contingent basis, any Liabilities under any HHI Benefit Plan, TLM Benefit Plan, Listed Employee Benefit Plan or Deferred Transfer Employee Benefit Plan (“Money Purchase Benefits”) as a result including, for the avoidance of employment doubt, any withdrawal liability under ERISA with the Transferred Entities and the Transferred Entities do not, and have never at any time, sponsored or contributed, and are not, and have never at any time been, required to sponsor or contribute respect to any U.K. pension arrangement “multiemployer plans” (within the meaning of Section 4001(a)(3) of ERISA)), other than the U.K. Pension SchemeAssumed Benefit Plans. (j) Section 4.09(j) of the Seller Disclosure Schedule sets forth a good faith estimate of the aggregate amount of required severance and other termination payments and benefits owing to the Employees employed by the Chinese Joint Venture, whether under any Benefit Plan or applicable Law, assuming a termination of employment as of June/July 2012.

Seller’s Employee Benefit Plans. Each Business Benefit Plan (including, for the avoidance of doubt, each International Benefit Plan) or portion of either thereof, that (i) is sponsored or maintained by a Transferred Entity, (ii) Purchaser or any of its Affiliates has agreed to assume pursuant to this Agreement (including any Transferred Pension Plans) or (iii) Purchaser or any of its Affiliates is required to assume under applicable Law in connection with this Agreement is referred to herein as an “Assumed Benefit Plan.” Section 4.09-1 of the Seller Disclosure Letter contains (1) a list, as of the date of this Agreement, of each material Assumed Benefit Plan (other than the Deferred Transfer Employee Benefits Benefit Plans), (2) a list, as of the date of this Agreement, of each material Business Benefit Plan and (3) a copy of each standard form of employment agreement or consulting agreement outside the United States that applies to any Employee; provided, however, that Seller shall only be required to schedule such Employment Agreements for Employees with an annual salary in excess of $250,000. With respect to each Assumed Benefit Plan required to be set forth on Section 4.09-1 of the Seller Disclosure Letter, Seller has made available to Purchaser complete and correct copies of each such Assumed Benefit Plan and all amendments thereto as of the date of this Agreement, (or, with respect to any unwritten plan, a summary of the terms thereof), and, to the extent applicable, (A) any related trust agreement or other funding instrument, (B) the most recent summary plan description for each such Assumed Benefit Plan for which a summary plan description is required by applicable Law, and if a summary plan description is not required, then any written plan description, summary or informational statement relating to such Assumed Benefit Plan that is available to participants of such Assumed Benefit Plan, (C) for the most recent plan year for which such information is available, with respect to each such Assumed Benefit Plan, all audited financial statements, actuarial valuation reports, and material correspondence (including annual filings) with any Governmental Authority, and (D) the most recent determination or opinion letter, if any, issued by the IRS with respect to any such Assumed Benefit Plan intended to be qualified under Section 401(a) of the Code, or with respect to any International Benefit Plan, documentation or information, if any, evidencing qualification for favorable Tax treatment under the applicable Laws of any jurisdiction. With respect to each Business Benefit Plan that is not an Assumed Benefit Plan and that is required to be listed on Section 4.09-1 of the Seller Disclosure Letter, Seller has made available to Purchaser the most recent summary plan description. Except as disclosed in Section 4.09-2 of the Seller Disclosure Letter: (a) Each Assumed Benefit Plan has been operated in all material respects in compliance with all applicable Laws and each Assumed Benefit Plan has been administered in all material respects in accordance with its terms, except as would not reasonably be expected to result in a material Liability to Purchaser. (b) There is no Action pending (other than routine qualification or registration determination filings), or to Seller’s Knowledge, threatened, with respect to any Assumed Benefit Plan before any Governmental Authority and, to Seller’s Knowledge, no investigation is pending or has been threatened, except for such Actions or investigations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. (c) Other than claims by Former Business Employees or Employees or beneficiaries for benefits received in the ordinary course under an Assumed Benefit Plan, neither Seller nor any of its Subsidiaries has, nor to Seller’s Knowledge has any other Person or body that has responsibility for administering an Assumed Benefit Plan, received written or oral notice of any pending or threatened claim under an Assumed Benefit Plan made by any Former Business Employee or Employee or beneficiary who is eligible to participate therein, that would reasonably be expected to be material to the Business, taken as a whole. (d) No Assumed Benefit Plan Plan, other than the Transferred Pension Plans, is any of the following: (i) a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA)); (ii) a single employer plan (within the meaning of Section 4001(a)(15) of ERISA) for which Seller or any of its Subsidiaries has or could incur any Liabilities under Section 4063 or 4064 of ERISA or under other applicable Law; (iii) a plan that is subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code; (iv) a defined benefit pension plan; or (v) a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA), and in each case, none of the Transferred Entities or any of their Subsidiaries had or has any Liabilities in respect of, any multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA). (e) Each Assumed Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) that is subject to Section 409A of the Code has been maintained and operated in all material respects in compliance with Section 409A of the Code, except as would not reasonably be expected to result in a material Liability to Purchaser. (f) No Assumed Benefit Plan provides for any post-employment health, medical, disability, life insurance or any other welfare benefits for any Former Business Employees, Employees, directors, other service providers or any other individuals except as (i) required by Section 4980B of the Code, Part 6 of Title I of ERISA, similar applicable state Law or other applicable Law, (ii) required by Law No. 9,656/1998 and Normative Resolution No. 279/2011, applicable to Brazil, or (iii) may be required under applicable Laws. (g) If Purchaser complies with its obligations to make offers of employment to the Employees who are required to receive offers of employment pursuant to Section 7.01(a) (for purposes of this Section 4.09(g), the “Offered Employees”) in accordance with Section 7.01, neither the execution and delivery of this Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby shall (i) cause any payment (including severance, change in control or otherwise) to become due to any Offered Employee under any Business Benefit Plan or Employment Agreement, Agreement (ii) except as otherwise provided in Article VII VII, require or be construed to require Purchaser or any of its Affiliates to provide any Tax gross-up or severance to any Offered Employee or any such employee’s dependent or beneficiary, (iii) materially increase any benefits otherwise payable under any Business Benefit Plan or Employment Agreement; or (iv) result in the acceleration of time of payment or vesting of any such benefits under any Business Benefit Plan or Employment Agreement, Agreement except, in the case of the foregoing for any payments or benefits for which Seller or any of its Subsidiaries (other than any Transferred Entities) shall be solely liable; provided that nothing herein shall be intended to address the consequences of any actions taken by Purchaser or its Affiliates in respect of Transferred Employees under any Assumed Benefit Plan following the Closing Date. Neither Seller nor any of its Subsidiaries has any obligation to “gross up,” indemnify, or otherwise reimburse any Business Employee or other individual for any Taxes imposed under Section 4999 of the Code. (h) With respect to each Assumed Benefit Plan maintained outside the jurisdiction of the United States, (i) all material employer and employee contributions required by applicable Law or by the terms of such plan have been made, or, if applicable, accrued in accordance with normal accounting practices, and (ii) each such plan required to be registered has been registered and has been maintained in good standing with applicable Governmental Authorities. (i) No U.K. Transferred Employee has an entitlement to past or future pension benefits other than “money purchase benefits”, as defined in section 181 of the U.K. Xxxxxxx Xxxxxxx Xxx 0000 (“Money Purchase Benefits”) as a result of employment with the Transferred Entities and the Transferred Entities do not, and have never at any time, sponsored or contributed, and are not, and have never at any time been, required to sponsor or contribute to any U.K. pension arrangement other than the U.K. Pension Scheme.

Seller’s Employee Benefit Plans. Each Business Benefit Plan (including, for the avoidance of doubt, a) Schedule 3.21 lists each International Benefit Plan) or portion of either thereof, that (i) is sponsored or maintained by a Transferred Entity, (ii) Purchaser or any of its Affiliates has agreed to assume pursuant to this Agreement or (iii) Purchaser or any of its Affiliates is required to assume under applicable Law in connection with this Agreement is referred to herein as an “Assumed Seller Employee Benefit Plan.” Section 4.09-1 of the Seller Disclosure Letter contains (1b) a list, as of the date of this Agreement, of each material Assumed Benefit Plan (other than the Deferred Transfer Employee Benefits Plans), (2) a list, as of the date of this Agreement, of each material Business Benefit Plan and (3) a copy of each standard form of employment agreement or consulting agreement outside the United States that applies to any Employee; provided, however, that Seller shall only be required to schedule such Employment Agreements for Employees with an annual salary in excess of $250,000. With respect to each Assumed Benefit Plan required to be set forth on Section 4.09-1 of the Seller Disclosure Letter, Seller There has been made available to Purchaser complete and correct copies of each such Assumed Benefit Plan and all amendments thereto as of the date of this Agreement, (or, with respect to any unwritten plan, a summary of the terms thereof), and, to the extent applicable, (A) any related trust agreement or other funding instrument, (B) the most recent summary plan description for each such Assumed Benefit Plan for which a summary plan description is required by applicable Law, and if a summary plan description is not required, then any written plan description, summary or informational statement relating to such Assumed Benefit Plan that is available to participants of such Assumed Benefit Plan, (C) for the most recent plan year for which such information is availableBuyer, with respect to each such Assumed Seller Employee Benefit Plan except each Multiemployer Plan, all audited financial statements, actuarial valuation reports, and material correspondence the following: (including annual filingsi) with any Governmental Authority, and (D) a copy of the three most recent determination or opinion letter, annual reports (if any, issued by the IRS required under ERISA) with respect to each such plan (including all schedules and attachments) and any related summary annual reports; (ii) a copy of the latest summary plan description (if required under ERISA), together with each summary of material modification required under ERISA with respect to such Assumed Benefit Plan plan or such other material disclosure documents used with respect to such plan; (iii) a true and complete copy of each such written plan (or a written description of any material unwritten plan) as currently in effect, including all amendments thereto; (iv) with respect to each such plan that is intended to be qualified under Section 401(a) of the Code, the most recent determination letter or opinion or approval letter issued by the Internal Revenue Service with respect to any International the qualified status of such plan; (v) all trust agreements, insurance contracts, and other funding vehicles currently in effect, including all amendments thereto, (vi) to the extent applicable, the most recent discrimination testing reports, actuarial reports and audited financial statements; and (vii) all material contracts with third party administrators, actuaries, investment managers, consultants, and other service providers as currently in effect, including all amendments thereto. There has also been made available to Buyer with respect to each Seller Employee Benefit Plan that is a Multiemployer Plan, documentation all substantive correspondence in the Company’s records to or information, if any, evidencing qualification for favorable Tax treatment under the applicable Laws of from any jurisdiction. Multiemployer Plan. (c) With respect to each Business Seller Employee Benefit Plan that (and related trust, insurance contract or fund), to Seller’s knowledge, and except as described on Schedule 3.21, there is not an Assumed Benefit Plan and that is required no material noncompliance with Legal Requirements relating to be listed on Section 4.09-1 of periods before the Seller Disclosure Letter, Seller has made available to Purchaser the most recent summary plan description. Except as disclosed in Section 4.09-2 of the Seller Disclosure Letter:Closing Date. (ad) Each Assumed To Seller’s knowledge, each Seller Employee Benefit Plan has been operated in all material respects in compliance with all applicable Laws established and each Assumed Benefit Plan has been administered in all material respects in accordance with its terms, except and in material compliance with the applicable provisions of ERISA, the Code and other applicable laws, rules and regulations and no non-exempt “prohibited transaction” (as would such term is defined in Section 406 of ERISA and Section 4975 of the Code) or “accumulated funding deficiency” (as such term is defined in Section 302 of ERISA and Section 412 of the Code (whether or not reasonably be expected to result in a material Liability to Purchaser. (bwaived)) There is no Action pending (other than routine qualification or registration determination filings), or to Seller’s Knowledge, threatened, has occurred with respect to any Assumed Seller Employee Benefit Plan. (e) Except as set forth in Schedule 3.21(e), no Seller Employee Benefit Plan before exists that, as a result of the execution of the transactions contemplated by this Agreement (whether alone or in connection with any Governmental Authority subsequent event(s)), would result in: (i) severance pay or any increase in severance pay upon any employee’s termination of employment after the date of this Agreement; or (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or result in any other material obligation pursuant to, any of the Seller Employee Benefit Plans. (f) To the extent, required by the Code, ERISA or pursuant to the terms of the applicable Seller Employee Benefit Plan, all contributions, premiums and other payments required to have been made prior to Closing by Seller to the Seller Employee Benefit Plans have in all material respects been made or will in all material respects be made or have in all material respects been accrued on the financial records of Seller in accordance with generally accepted accounting principles. (g) Each Seller Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has a current favorable determination letter or opinion or approval letter from the IRS that the Seller Employee Benefit Plan is so qualified and its trust is exempt from federal income taxation under Section 501(a) of the Code and, to Seller’s Knowledgeknowledge, no investigation is pending nothing has occurred, whether by action or has been threatenedfailure to act, except for such Actions or investigations that, individually or in the aggregate, have not had and would not that could reasonably be expected to have a Material Adverse Effect. (c) Other than claims by Former Business Employees or Employees or beneficiaries for benefits received in cause the ordinary course under an Assumed Benefit Plan, neither Seller nor any loss of its Subsidiaries has, nor to Seller’s Knowledge has any other Person or body that has responsibility for administering an Assumed Benefit Plan, received written or oral notice of any pending or threatened claim under an Assumed Benefit Plan made by any Former Business Employee or Employee or beneficiary who is eligible to participate therein, that would reasonably be expected to be material to the Business, taken as a whole. (d) No Assumed Benefit Plan is any of the following: (i) a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA)); (ii) a single employer plan (within the meaning of Section 4001(a)(15) of ERISA) for which Seller or any of its Subsidiaries has or could incur any Liabilities under Section 4063 or 4064 of ERISA or under other applicable Law; (iii) a plan that is subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code; (iv) a defined benefit pension plan; or (v) a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA), and in each case, none of the Transferred Entities or any of their Subsidiaries had or has any Liabilities in respect of, any multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA). (e) Each Assumed Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) that is subject to Section 409A of the Code has been maintained and operated in all material respects in compliance with Section 409A of the Code, except as would not reasonably be expected to result in a material Liability to Purchaser. (f) No Assumed Benefit Plan provides for any post-employment health, medical, disability, life insurance or any other welfare benefits for any Former Business Employees, Employees, directors, other service providers or any other individuals except as (i) required by Section 4980B of the Code, Part 6 of Title I of ERISA, similar applicable state Law or other applicable Law, (ii) required by Law No. 9,656/1998 and Normative Resolution No. 279/2011, applicable to Brazil, or (iii) may be required under applicable Laws. (g) If Purchaser complies with its obligations to make offers of employment to the Employees who are required to receive offers of employment pursuant to Section 7.01(a) (for purposes of this Section 4.09(g), the “Offered Employees”) in accordance with Section 7.01, neither the execution and delivery of this Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby shall (i) cause any payment (including severance, change in control or otherwise) to become due to any Offered Employee under any Business Benefit Plan or Employment Agreement, (ii) except as otherwise provided in Article VII require or be construed to require Purchaser or any of its Affiliates to provide any Tax gross-up or severance to any Offered Employee or any such employee’s dependent or beneficiary, (iii) materially increase any benefits otherwise payable under any Business Benefit Plan or Employment Agreement; or (iv) result in the acceleration of time of payment or vesting of any such benefits under any Business Benefit Plan or Employment Agreement, except, in the case of the foregoing for any payments or benefits for which Seller or any of its Subsidiaries (other than any Transferred Entities) shall be solely liable; provided that nothing herein shall be intended to address the consequences of any actions taken by Purchaser or its Affiliates in respect of Transferred Employees under any Assumed Benefit Plan following the Closing Date. Neither Seller nor any of its Subsidiaries has any obligation to “gross up,” indemnify, or otherwise reimburse any Business Employee or other individual for any Taxes imposed under Section 4999 of the Codequalification. (h) With respect to each Assumed Seller Employee Benefit Plan, there is no litigation, administrative proceeding, audit, or investigation (including any routine requests for information from the PBGC) under way, or to the knowledge of the Seller, threatened, against or with respect to, any Seller Employee Benefit Plan. Except as set forth on Schedule 3.21(h) and except for communications received in the ordinary course of business, no written or, to Seller’s knowledge, oral communication has been received by Seller from the PBGC in respect of any Seller Employee Benefit Plan maintained outside subject to Title IV of ERISA concerning the jurisdiction funded status of the United States, (i) all material employer and employee contributions required by applicable Law or by the terms of any such plan have been made, or, if applicable, accrued in accordance with normal accounting practices, or any transfer of assets and (ii) each liabilities from any such plan required to be registered has been registered and has been maintained in good standing connection with applicable Governmental Authoritiesthe transactions contemplated herein. (i) No U.K. Transferred Excluding any Multiemployer Plan or as set forth in Schedule 3.21 and the Detroit Medical Center Consolidated Pension Plan, no Seller Employee has an entitlement to past Benefit Plan is covered by Title IV of ERISA, Section 302 or future pension benefits other than “money purchase benefits”, as defined in section 181 303 of ERISA or Section 412 or 430 of the U.K. Xxxxxxx Xxxxxxx Xxx 0000 Code and neither Seller nor any member of the Controlled Group has any material liability or obligation under Title IV of ERISA, Section 302 or 303 of ERISA or Section 412 or 430 of the Code with respect to a Seller Employee Benefit Plan. (“Money Purchase Benefits”j) The Seller has made available a record of the contributions made by Seller and each member of the Controlled Group in 2007, 2008 and 2009 to each Multiemployer Plan and any written communications and calculations regarding potential withdrawal liability. (k) Except as a result of required by COBRA or any similar state Law, or as set forth on Schedule3.21, no Seller Employee Benefit Plan provides any post-employment with the Transferred Entities and the Transferred Entities do not, and have never at any time, sponsored health or contributed, and are not, and have never at any time been, required to sponsor other welfare benefits or contribute coverage to any U.K. pension arrangement other than person. (l) Seller’s obligation to maintain retiree life insurance benefits under Prudential Insurance Company of America Sinai Hospital of Detroit Insurance Continuance Fund Contract #0041391 applies only to the U.K. Pension Schemeretirees listed on Schedule 6.3(a). Seller maintains no deferred compensation plans to which Code Section 457(b) applies and all amounts deferred under any deferred compensation plan of Seller to which Code Section 457(b) would apply but for the grandfather rule described later in this sentence have at all times met and continue to meet the grandfather rule of Section 1107(c)(3)(B) of the Tax Reform Act of 1986 (as described in Internal Revenue Service Notice 87-13, 1987-1 CB 432, 445 Q&A 28) and subsequent applicable regulations and guidance. Buyer’s obligations with respect to amounts deferred under any deferred compensation plan of the Seller subject to such grandfather rule are limited to the participants and amounts to be listed on Schedule 3.21(l) by the Seller prior to Closing.

Seller’s Employee Benefit Plans. Each Business Benefit Plan (including, for the avoidance of doubt, each International Benefit Plan) or portion of either thereof, that (i) is sponsored or maintained by a Transferred Entity, (ii) Purchaser or any of its Affiliates has agreed to assume pursuant to this Agreement or (iii) Purchaser or any of its Affiliates is required to assume under applicable Law in connection with this Agreement is referred to herein as an “Assumed Benefit Plan.” Section 4.09-1 of the Seller Disclosure Letter contains (1) a list, as of the date of this Agreement, of each material Assumed Benefit Plan (other than the Deferred Transfer Employee Benefits Plans), (2) a list, as of the date of this Agreement, of each material Business Benefit Plan and (32) a copy list of each standard form of employment agreement or consulting agreement outside the United States that applies to any Employee; provided, however, that Seller shall only be required to schedule such Employment Agreements Agreement for Business Employees with an annual salary in excess of $250,000€150,000. With respect to each Assumed Business Benefit Plan required to be set forth on Section 4.09-1 of the Seller Disclosure Letter, Letter Seller has made available to Purchaser complete and correct copies of each such Assumed Business Benefit Plan and all amendments thereto as of the date of this Agreement, (or, with respect to any unwritten plan, a summary of the terms thereof), and, to the extent applicable, (A) any related trust agreement or other funding instrument, (B) the most recent summary plan description for each such Assumed Business Benefit Plan for which a summary plan description is required by applicable Law, and if a summary plan description is not required, then any written plan description, summary or informational statement relating to such Assumed Business Benefit Plan that is available to participants of such Assumed Business Benefit Plan, (C) for the most recent plan year for which such information is available, with respect to each such Assumed Business Benefit Plan, all audited financial statements, actuarial valuation reports, and material correspondence (including annual filings) with any Governmental Authority, and (D) the most recent determination or opinion letter, if any, issued by the IRS with respect to any such Assumed Benefit Plan intended to be qualified under Section 401(a) of the Code, or with respect to any International Benefit Plan, documentation or information, if any, evidencing qualification for favorable Tax treatment under the applicable Laws of any jurisdiction. With respect to each Business Benefit Plan that is not an Assumed Benefit Plan and that is required to be listed on Section 4.09-1 of the Seller Disclosure Letter, Seller has made available to Purchaser the most recent summary plan description. Except as disclosed in Section 4.09-2 of the Seller Disclosure Letter: (a) Each Assumed Business Benefit Plan has been operated in all material respects in compliance with all applicable Laws and each Assumed Business Benefit Plan has been administered in all material respects in accordance with its terms, except as would not reasonably be expected to result in a material Liability to Purchaser. (b) There is no Action pending (other than routine qualification or registration determination filings), or to Seller’s Knowledge, threatened, with respect to any Assumed Business Benefit Plan before any Governmental Authority and the Transferred Entities have not been served with written notice of and, to Seller’s Knowledge, no investigation is pending or has been threatened, except for such Actions or investigations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. (c) Other than claims by Former Business Employees or Business Employees or beneficiaries for benefits received in the ordinary course under an Assumed Business Benefit Plan, neither Seller nor any of its Subsidiaries has, nor to Seller’s Knowledge has any other Person or body that has responsibility for administering an Assumed a Business Benefit Plan, received written or oral notice of any pending or threatened claim under an Assumed a Business Benefit Plan made by any Former Business Employee or Business Employee or beneficiary who is eligible to participate therein, that would reasonably be expected to be material to the Business, taken as a whole. (d) No Assumed Benefit Plan is any of the following: (i) a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA)); (ii) a single employer plan (within the meaning of Section 4001(a)(15) of ERISA) for which Seller or any of its Subsidiaries has or could incur any Liabilities under Section 4063 or 4064 of ERISA or under other applicable Law; (iii) a plan that is subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code; (iv) a defined benefit pension plan; or (v) a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA), and in each case, none of the Transferred Entities or any of their Subsidiaries had or has any Liabilities in respect of, any multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA). (e) Each Assumed Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) that is subject to Section 409A of the Code has been maintained and operated in all material respects in compliance with Section 409A of the Code, except as would not reasonably be expected to result in a material Liability to Purchaser. (f) No Assumed Benefit Plan provides for any post-employment health, medical, disability, life insurance or any other welfare benefits for any Former Business Employees, Employees, directors, other service providers or any other individuals except as (i) required by Section 4980B of the Code, Part 6 of Title I of ERISA, similar applicable state Law or other applicable Law, (ii) required by Law No. 9,656/1998 and Normative Resolution No. 279/2011, applicable to Brazil, or (iii) may be required under applicable Laws. (g) If Purchaser complies with its obligations to make offers of employment to the Employees who are required to receive offers of employment pursuant to Section 7.01(a) (for purposes of this Section 4.09(g), the “Offered Employees”) in accordance with Section 7.01, neither Neither the execution and delivery of this Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby shall (i) cause any payment (including severance, change in control or otherwise) to become due to any Offered Business Employee under any Business Benefit Plan or Employment Agreement, (ii) except as otherwise provided in Article VII VII, require or be construed to require Purchaser or any of its Affiliates to provide any Tax gross-up or severance to any Offered Business Employee or any such employee’s dependent or beneficiary, (iii) materially increase any benefits otherwise payable under any Business Benefit Plan or Employment Agreement; or (iv) result in the acceleration of time of payment or vesting of any such benefits under any Business Benefit Plan or Employment Agreement, Agreement except, in the case of the foregoing for any payments or benefits for which Seller or any of its Subsidiaries (other than any Transferred Entities) shall be solely liable; provided that nothing herein shall be intended to address the consequences of any actions taken by Purchaser or its Affiliates in respect of Transferred Business Employees under any Assumed Business Benefit Plan following the Closing Date. Neither Seller nor any of its Subsidiaries has any obligation to “gross up,” indemnify, or otherwise reimburse any Business Employee or other individual for any Taxes imposed under Section 4999 of the Code. (he) With respect to each Assumed Business Benefit Plan maintained outside the jurisdiction of the United StatesPlan, (i) all material employer and employee contributions required by applicable Law or by the terms of such plan have been made, or, if applicable, accrued in accordance with normal accounting practices, and (ii) each such plan required to be registered has been registered and has been maintained in good standing with applicable Governmental Authorities. (if) No U.K. Transferred Business Employee has an entitlement to past or future pension benefits other than “money purchase benefits”, as defined in section 181 of the U.K. Xxxxxxx Xxxxxxx Xxx 0000 (“Money Purchase Benefits”) as a result of employment with the Transferred Entities and the Transferred Entities do not, and have never at any time, sponsored or contributed, and are not, and have never at any time been, required to sponsor or contribute to any U.K. pension arrangement other than the U.K. Pension SchemeEntities.