Common use of Company Employee Benefit Plans Clause in Contracts

Company Employee Benefit Plans. (a) Part 2.13(a) of the Company Disclosure Letter lists (a) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)); (b) all “specified fringe benefit plans” (as defined in Section 6039D(d)(1) of the Code); (c) all “nonqualified deferred compensation plans” (as defined in Sections 409A(d)(1) or 3121(v)(2)(C) of the Code); and (d) all bonus, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance, termination, unemployment, disability, bonus, stock options, stock appreciation rights or other forms of incentive compensation, health, vision, dental or other insurance, or other benefit plans, programs or arrangements, or other Contracts; whether covering one Person or more than one Person, and whether or not subject to any of the provisions of ERISA, which are or have been maintained, contributed to or sponsored by Company or any ERISA Affiliate for the benefit of any employee, independent contractor, agent, director or stockholder of Company or any ERISA Affiliate or for the benefit of any spouse, dependents or beneficiaries of such Persons, other than Social Security, Medicare and state unemployment programs to which Company and the Company Subsidiaries are required by statute to contribute (each item listed on Part 2.13(a) of the Company Disclosure Letter being referred to herein individually, as a “Company Plan” and collectively, as the “Company Plans”). Company has delivered or made available to Parent, to the extent applicable, a true, complete and correct copy of: (i) each written Company Plan and descriptions of any unwritten Company Plan (including all amendments thereto whether or not such amendments are currently effective); (ii) each summary plan description and summary of material modifications relating to a Company Plan (if applicable); (iii) each trust agreement or other funding arrangement with respect to each Company Plan, including insurance Contracts (if applicable); (iv) the three most recently filed IRS Form 5500 relating to each Company Plan (if applicable); (v) the most recently received IRS determination letter for each Company Plan (if applicable); (vi) the three most recently prepared actuarial reports and financial statements in connection with each Company Plan (if applicable); (vii) all policies pertaining to fiduciary liability insurance covering the fiduciaries of any Company Plan, and all bonds pertaining to any Company Plan (if applicable); (viii) all nondiscrimination test results required under the Code for any Company Plan for the prior three years; and (ix) all material rulings, opinion letters, information letters, advisory opinions or other correspondence to or from or issued by the IRS, the United States Department of Labor or the Pension Benefit Guaranty Corporation with respect to any Company Plan. Except as set forth on Part 2.13(a) of the Company Disclosure Letter, neither Company nor any Company Subsidiary has made any commitment, (A) to create or cause to exist any Company Plan not set forth on Part 2.13(a) of the Company Disclosure Letter or (B) except as necessary to comply with changes in applicable Legal Requirements, to modify, change or terminate any Company Plan.

Company Employee Benefit Plans. (a) Part 2.13(aSet forth on Schedule 3.18 attached hereto is an accurate and complete list of all domestic and foreign (i) "EMPLOYEE BENEFIT PLANS," within the meaning of the Company Disclosure Letter lists (a) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)); (b) all “specified fringe benefit plans” (as defined in Section 6039D(d)(1) of the Code); (c) all “nonqualified deferred compensation plans” (as defined in Sections 409A(d)(1) or 3121(v)(2)(C) of the Code); and (d) all bonus, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance, termination, unemployment, disability, bonus, stock options, stock appreciation rights or other forms of incentive compensation, health, vision, dental or other insuranceamended, or other benefit plans, programs or arrangements, or other Contracts; whether covering one Person or more than one Personany successor law, and whether or not subject to any of the provisions of rules and regulations thereunder ("ERISA, which are or have been maintained, contributed to or sponsored by Company or any ERISA Affiliate for the benefit of any employee, independent contractor, agent, director or stockholder of Company or any ERISA Affiliate or for the benefit of any spouse, dependents or beneficiaries of such Persons, other than Social Security, Medicare and state unemployment programs to which Company and the Company Subsidiaries are required by statute to contribute (each item listed on Part 2.13(a) of the Company Disclosure Letter being referred to herein individually, as a “Company Plan” and collectively, as the “Company Plans”). Company has delivered or made available to Parent, to the extent applicable, a true, complete and correct copy of: (i) each written Company Plan and descriptions of any unwritten Company Plan (including all amendments thereto whether or not such amendments are currently effective"); (ii) each summary plan description bonus, stock option, stock purchase, restricted stock, stock appreciation rights, incentive, equity participation, profit-sharing, savings, pension, retirement, deferred compensation, medical, health, sickness, life, disability, accident, severance, salary continuation, accrued leave, vacation, fringe benefit, sick pay, sick leave, cafeteria or flexible spending, dependent care, supplemental retirement and summary unemployment benefit plans, programs, arrangements, commitments, obligations, practices, and/or funds (whether or not insured) and "VOLUNTARY EMPLOYEES' BENEFICIARY ASSOCIATIONS" (for purposes of material modifications relating to a Company Plan (if applicable)this Section, "COMPANY VEBAS") under Section 501(c)(9) of the Code; and (iii) employment, consulting, termination, severance and change in control contracts or agreements; in each trust agreement case for active, retired or other funding arrangement former employees or directors, whether or not any such plans, programs, arrangements, commitments, obligations, contracts, agreements, practices, and/or funds (referred to in (i), (ii) or (iii) above) are in writing or are otherwise exempt from the provisions of ERISA; that are or have been established, maintained, sponsored, adopted, followed, participated in or contributed to (or with respect to each Company Plan, including insurance Contracts (if applicable); (ivwhich an obligation to contribute has been undertaken) the three most recently filed IRS Form 5500 relating to each Company Plan (if applicable); (v) the most recently received IRS determination letter for each Company Plan (if applicable); (vi) the three most recently prepared actuarial reports and financial statements in connection with each Company Plan (if applicable); (vii) all policies pertaining to fiduciary liability insurance covering the fiduciaries of any Company Plan, and all bonds pertaining to any Company Plan (if applicable); (viii) all nondiscrimination test results required under the Code for any Company Plan for the prior three years; and (ix) all material rulings, opinion letters, information letters, advisory opinions or other correspondence to or from or issued by the IRS, the United States Department of Labor or the Pension Benefit Guaranty Corporation with respect to which any Company Plan. Except as set forth on Part 2.13(a) obligation or liability (including, for this purpose and for the purpose of all of the representations in this Section 3.18, any indirect, contingent, potential or secondary liability) is borne by the Company Disclosure Letteror any of its current or previous Subsidiaries or affiliates (including, neither Company nor any Company Subsidiary has made any commitment, (A) to create or cause to exist any Company Plan not set forth on Part 2.13(a) for this purpose and for the purpose of all of the representations in this Section 3.18, any predecessors to the Company Disclosure Letter or to any such Subsidiaries or affiliates and all employers (whether or not incorporated) that would be treated together with the Company and/or any of its Subsidiaries as a single employer (i) within the meaning of Section 414 of the Code or (Bii) except as necessary to comply with changes in applicable Legal Requirementsa result of the Company, to modify, change any Subsidiary or terminate any Company Plan.affiliate