Common use of Company Employee Plan Compliance Clause in Contracts

Company Employee Plan Compliance. The Company and its Company ERISA Affiliates have performed in all material respects all obligations required to be performed by them under each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination, and (ii) incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. To the Knowledge of the Company, for each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending, or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time of the Company Merger in accordance with its terms, without material liability to Parent, Company or any of its Company ERISA Affiliates (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company or any Company ERISA Affiliates, threatened by the IRS, the U.S. Department of Labor (“DOL”), or any other Governmental Entity with respect to any Company Employee Plan. Neither the Company nor any Company ERISA Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and each Company ERISA Affiliate have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan, except as would not result in material liability to the Company or its Subsidiaries.

Company Employee Plan Compliance. The Company and its Company ERISA Affiliates have has performed in -------------------------------- all material respects all obligations required to be performed by them under it under, is not in material default or violation of, and has no knowledge of any material default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. Any Each Company Employee Plan intended to be qualified qualify under Section 401(a) of the Code and each related trust intended to qualify under Section 501(a) of the Code (i) has either applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained received a favorable determination, notificationopinion, notification or advisory and/or opinion letter, as applicable, letter from the IRS with respect to each such Company Employee Plan as to its qualified status from under the IRS Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or still has remaining a remaining period of time under applicable Treasury Regulations regulations or IRS pronouncements in which to apply for such a letter and to make any amendments necessary to obtain a favorable determination, and (ii) incorporates or has been amended determination as to incorporate all provisions required to comply with the Tax Reform Act qualified status of 1986 and subsequent legislation. To the Knowledge of the Company, for each such Company Employee Plan that is intended to be qualified under Section 401(a) of the Code there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified statusPlan. No “"prohibited transaction,” " within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan. All contributions required to be made by the Company or Company Affiliate, to any Company Employee Plan have either been made on or before their due dates or a reasonable amount has been paid or accrued, in accordance with the Company's ordinary business procedures for the current plan years; provided, however, that any contributions made to a Company Employee Plan intended to be qualified under Code Section 401(k), have been timely made in accordance with DOL regulation Section 2510.3-102. There are no actions, suits or claims pending, or, to the Knowledge knowledge of the Company, claims pending or threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time of the Company Merger in accordance with its termsTime, without material liability to Parent, the Company or any of its the Company ERISA Affiliates (other than benefits accrued to date and ordinary administration expenses). There are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the Company or any Company ERISA AffiliatesCompany, threatened by the IRS, the U.S. Department of Labor (“DOL”), IRS or any other Governmental Entity DOL with respect to any Company Employee Plan. Neither the Company nor any Company ERISA Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and each Company ERISA Affiliate have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan, except as would not result in material liability to the Company or its Subsidiaries.

Company Employee Plan Compliance. The Company and its Company ERISA Affiliates have has performed in all material respects all obligations required to be performed by them under each it under, is not in default or violation of, and Company has no knowledge of any default or violation by any other party to, any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules rules, and regulations, including but not limited to ERISA or the Code. Any Each Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either (i) has either applied for, prior to the expiration of the requisite remedial amendment period under applicable Treasury Regulations or IRS pronouncements, or but has not yet received a response; (ii) obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, on which the employer is entitled to rely, as to its qualified status from the IRS since January 1, 2000; or (iii) still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such a determination letter from the IRS and to make any amendments necessary to obtain a favorable determination, determination and (ii) incorporates or nothing has been amended to incorporate all provisions required to comply with occurred since the Tax Reform Act of 1986 and subsequent legislation. To the Knowledge date of the Company, for each most recent determination that could reasonably be expected to cause any such Company Employee Plan that is intended or trust to be qualified fail to qualify under Section 401(a) or 501(a) of the Code there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified statusCode. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending, pending or, to the Knowledge knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan can be amended, terminated terminated, or otherwise discontinued after the Effective Time of the Company Merger Closing Date in accordance with its terms, without material liability to ParentBuyer, Company or any of its Company ERISA Affiliates Affiliate (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or, or to the Knowledge knowledge of the Company or any Company ERISA Affiliates, threatened by the IRS, the U.S. Department of Labor (“DOL”)Labor, or any other Governmental Entity governmental entity with respect to any Company Employee Plan. Neither the Company nor any Company ERISA Affiliate is subject to any penalty or tax Taxes with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and each Company ERISA Affiliate have has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan, except as would not result in material liability to the Company or its Subsidiaries.

Company Employee Plan Compliance. The Company and its Company ERISA Affiliates have has performed in all material respects all obligations required to be performed by them under each it under, is not default or violation of, and the Company has no Knowledge of any default or violation of any other party to, any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulationsLaw, including but not limited to ERISA or the Code. Any Each Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either (i) has either applied forfor a favorable determination letter, prior to the expiration of the requisite remedial amendment period under applicable Treasury Regulations or IRS pronouncements, or but has not yet received a response; (ii) obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, on which the employer is entitled to rely, as to its qualified status from the IRS IRS; or (iii) still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such a determination letter from the IRS and to make any amendments necessary to obtain a favorable determination, and (ii) incorporates or nothing has been amended to incorporate all provisions required to comply with occurred since the Tax Reform Act of 1986 and subsequent legislation. To the Knowledge date of the Company, for each most recent determination that could reasonably be expected to cause any such Company Employee Plan that is intended or trust to be qualified fail to qualify under Section § 401(a) or 501(a) of the Code there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified statusCode. No “"prohibited transaction,” " within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending, pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee PlanPlan and, to the Knowledge of the Company or any ERISA Affiliates, no fact or circumstance exists that would make such an action, suit or claim likely to occur. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time of the Company Merger in accordance with its terms, without material liability to Parent, Buyer or the Company or any of its Company ERISA Affiliates (other than ordinary administration expenses), other than those Company Employee Plans identified on Section 5.20(a) of Disclosure Schedule that require assent of a participant thereof to effect an amendment or termination. There are no audits, inquiries or proceedings pending oror that have been initiated, or to the Knowledge of the Company or any Company ERISA Affiliates, threatened by the IRS, the U.S. United States Department of Labor (“DOL”)Labor, or any other Governmental Entity Authority with respect to any Company Employee Plan. Neither the The Company nor any Company ERISA Affiliate is not subject to any material fine, assessment, penalty or tax other Tax or liability with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the CodeCode or otherwise by operation of law or contract. The Company and each Company ERISA Affiliate have has timely made in all material respects all contributions and other payments required by and due under the terms of each Company Employee Plan, except as would not result in material liability to the Company or its Subsidiaries.

Company Employee Plan Compliance. The Company and its Company ERISA Affiliates have performed in all material respects all obligations required to be performed by them under each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination, and (ii) incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. To the Knowledge of the Company, for each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No “"prohibited transaction,” " within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending, or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time of the Company Merger in accordance with its terms, without material liability to Parent, Company or any of its Company ERISA Affiliates (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company or any Company ERISA Affiliates, threatened by the IRS, the U.S. Department of Labor (“"DOL”"), or any other Governmental Entity with respect to any Company Employee Plan. Neither the Company nor any Company ERISA Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and each Company ERISA Affiliate have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan, except as would not result in material liability to the Company or its Subsidiaries.

Company Employee Plan Compliance. The Company and its Company ERISA Affiliates have has performed in all material respects all obligations required to be performed by them under each it under, is not in default or violation of, and Company has no knowledge of any default or violation by any other party to, any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable lawsLaws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. Any Each Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either (i) has either applied for, prior to the expiration of the requisite remedial amendment period under applicable Treasury Regulations or IRS pronouncements, or but has not yet received a response; (ii) obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, on which the employer is entitled to rely, as to its qualified status from the IRS since January 1, 2000; or (iii) still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such a determination letter from the IRS and to make any amendments necessary to obtain a favorable determination, determination and (ii) incorporates or nothing has been amended to incorporate all provisions required to comply with occurred since the Tax Reform Act of 1986 and subsequent legislation. To the Knowledge date of the Company, for each most recent determination that could reasonably be expected to cause any such Company Employee Plan that is intended or trust to be qualified fail to qualify under Section 401(a) or 501(a) of the Code there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified statusCode. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending, pending or, to the Knowledge knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time of the Company Merger Closing Date in accordance with its terms, without material liability to ParentBuyer, Company or any of its Company ERISA Affiliates Affiliate (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or, or to the Knowledge knowledge of the Company or any Company ERISA Affiliates, threatened by the IRS, the U.S. Department of Labor (“DOL”)Labor, or any other Governmental Entity with respect to any Company Employee Plan. Neither the Company nor any Company ERISA Affiliate is subject to any penalty or tax Taxes with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and each Company ERISA Affiliate have has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan, except as would not result in material liability to the Company or its Subsidiaries.

Company Employee Plan Compliance. The Company and its Company ERISA Affiliates have has performed in all material respects all obligations required to be performed by them under each it under, are not in default or violation of, and the Company has no Knowledge of any default or violation by any other party to, any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulationsApplicable Law, including but not limited to ERISA or and the Code. Any Each Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, on which the employer is entitled to rely, as to its qualified status from the IRS IRS, or still has a remaining period obtained an opinion of time under applicable Treasury Regulations or IRS pronouncements in which counsel as to apply for such letter the qualified status of the plan, and to make any amendments necessary the Company’s Knowledge (solely with respect to obtain a favorable determination, and (iithe iSolved 401(k) incorporates or Plan). nothing has been amended to incorporate all provisions required to comply with occurred since the Tax Reform Act of 1986 and subsequent legislation. To the Knowledge date of the Company, for each most recent determination that would reasonably be expected to cause any such Company Employee Plan that is intended or trust to be qualified fail to qualify under Section 401(a) or 501(a) of the Code there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified statusCode. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has involving the Company, any Affiliate, or employees, officers or shareholders thereof, occurred with respect to the iSolved 401(k) Plan. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, occurred with respect to any Company Employee Plan (other than the iSolved 401(k) Plan). There are no actions, suits or claims pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan that include the Company, any Affiliate or any employees, officers, directors or shareholders thereof as a necessary or likely party, or against the assets of the iSolved 401(k) Plan. There are no actions, suits or claims pending, pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan (other than the iSolved 401(k) Plan). Each Company Employee Plan Plan, to the extent not addressed in Section 8.2(a)(xviii) and to the extent permissible under Applicable Law, can be amended, terminated or otherwise discontinued after the Effective Time of the Company Merger Closing in accordance with its terms, terms without material liability to ParentPurchaser, Company the Company, or any of its Company ERISA Affiliates Affiliate (other than ordinary administration expenses). There are no audits, inquiries or proceedings involving the Company, any Affiliate, or employees, officers, directors or shareholders thereof, pending or, or to the Knowledge of the Company or any Company ERISA Affiliates, threatened by the IRS, the U.S. Department of Labor (“DOL”), or any other Governmental Entity governmental entity with respect to the iSolved 401(k) Plan. There are no audits, inquiries or proceedings pending or to the Knowledge of the Company or any ERISA Affiliates, threatened by the IRS, DOL, or any other governmental entity with respect to any Company Employee Plan (other than the iSolved 401(k) Plan). Neither the Company nor any Company ERISA Affiliate is subject to any fine, assessment, penalty or tax other Tax or liability with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and each Company ERISA Affiliate have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan, except as would not result in material liability to the Company or its Subsidiaries.4975

Company Employee Plan Compliance. The Company and its Company ERISA Affiliates have has performed in all material respects all obligations required to be performed by them under each under, are not in default or violation of, and the Company has no Knowledge of any default or violation by any other party to, any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulationsApplicable Law, including but not limited to ERISA or and the Code. Any Each Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, on which the employer is entitled to rely, as to its qualified status from the IRS or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determinationIRS, and (ii) incorporates or nothing has been amended to incorporate all provisions required to comply with occurred since the Tax Reform Act of 1986 and subsequent legislation. To the Knowledge date of the Company, for each most recent determination that could reasonably be expected to cause any such Company Employee Plan that is intended or trust to be qualified fail to qualify under Section 401(a) or 501(a) of the Code there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified statusCode. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending, pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time of the Company Merger Closing in accordance with its terms, without material liability to ParentBuyer, Company the Company, or any of its Company ERISA Affiliates Affiliate (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or, or to the Knowledge of the Company or any Company ERISA Affiliates, threatened by the IRS, the U.S. Department of Labor (“DOL”), or any other Governmental Entity with respect to any Company Employee Plan. Neither the Company nor any Company ERISA Affiliate is subject to any fine, assessment, penalty or tax other Tax or liability with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the CodeCode or otherwise by operation of law or contract. The Company and each Company ERISA Affiliate have has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan, except as would not result in material liability . No event has occurred that could give rise to loss of the tax-qualified or tax-exempt status of any Company or its SubsidiariesEmployee Plan.

Company Employee Plan Compliance. (i) The Company and has, to its Company ERISA Affiliates have knowledge, performed in all material respects all obligations required to be performed by them under it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. Any ; (ii) each Company Employee Plan intended to be qualified qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained received a favorable determination, notification, advisory and/or opinion letter, as applicable, determination letter from the IRS with respect to each such Plan as to its qualified status from under the IRS Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or still has remaining a remaining period of time under applicable Treasury Regulations regulations or IRS pronouncements in which to apply for such a determination letter and to make any amendments necessary to obtain a favorable determination, and ; (iiiii) incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. To the Knowledge of the Company, for each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No “"prohibited transaction,” " within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There ; (iv) to the Company's knowledge, there are no actions, suits or claims pending, or, to the Knowledge of the Company, pending or threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each ; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time of the Company Merger in accordance with its terms, without material liability to Parent, the Company or any of its Company ERISA Affiliates (other than ordinary administration expensesexpenses typically incurred in a termination event). There ; (vi) to the Company's knowledge, there are no audits, inquiries or proceedings pending or, to the Knowledge of the Company or any Company ERISA Affiliates, threatened by the IRS, the U.S. Department of Labor (“DOL”), IRS or any other Governmental Entity DOL with respect to any Company Employee Plan. Neither ; and (vii) to the Company?s knowledge, neither the Company nor any Company ERISA Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and each Company ERISA Affiliate have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan, except as would not result in material liability to the Company or its Subsidiaries.

Company Employee Plan Compliance. The Except as set forth on Section 3.23(c) of the Company and its Company ERISA Affiliates Disclosure Schedule, the Acquired Companies have performed in all material respects all obligations required to be performed by them under each under, are not in default or Material violation of, and the Company has no Knowledge of any default or violation by any other party to, any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material Material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the CodeLaw. Any Each Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either (i) has either applied forfor a favorable determination letter, prior to the expiration of the requisite remedial amendment period under applicable Treasury Regulations or IRS pronouncements, or but has not yet received a response; (ii) obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, on which the employer is entitled to rely, as to its qualified status from the IRS or IRS; (iii) still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such a determination letter from the IRS and to make any amendments necessary to obtain a favorable determination, ; or (iv) is entitled to rely on an opinion letter from the IRS on the form of an applicable prototype plan or volume submitter plan and (ii) incorporates or nothing has been amended to incorporate all provisions required to comply with occurred since the Tax Reform Act of 1986 and subsequent legislation. To the Knowledge date of the Company, for each most recent determination that could reasonably be expected to cause any such Company Employee Plan that is intended or trust to be qualified fail to qualify under Section 401(a) or 501(a) of the Code there has been Code. Except as set forth on Section 3.23(c) of the Company Disclosure Schedule, no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending, Legal Proceedings pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time of the Company Merger in accordance with its terms, without material liability to Parent, Company or any of its Company ERISA Affiliates (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company or any Company ERISA AffiliatesCompany, threatened by the IRS, the U.S. Department of Labor (“DOL”), or any other Governmental Entity with respect to any Company Employee Plan. Neither Except as set forth on Section 3.23(c) of the Company nor any Company ERISA Affiliate Disclosure Schedule, none of the Acquired Companies is subject to any fine, assessment, penalty or tax other Material Tax or liability with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the CodeCode or otherwise by operation of law or Contract. The Except as set forth on Section 3.23(c) of the Company and each Company ERISA Affiliate Disclosure Schedule, the Acquired Companies have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan, except as would not result in material liability . The Company has no Knowledge of any event that could give rise to loss of the tax-qualified or tax-exempt status of any Company or its SubsidiariesEmployee Plan.

Company Employee Plan Compliance. The Except as set forth in Section 3.14(c) of the Disclosure Schedule, the Company and its Company ERISA Affiliates have has performed in all material respects all obligations required to be performed by them under each it under, is not in material default or violation of, and the Company does not have knowledge of any material default or violation by any other party to, any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable lawsLaws, statutes, orders, rules and regulations, including but not limited to ERISA or the Internal Revenue Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Internal Revenue Code and each trust intended to qualify under Section 501(a) of the Code (i) has either applied for, prior to the expiration of the requisite period under applicable Treasury Regulations treasury regulations or IRS pronouncements, or has obtained a favorable determination, notification, advisory and/or determination letter (or opinion letter, as if applicable, ) as to its qualified status from under the IRS or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination, and (ii) incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. To the Knowledge of the Company, for each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified statusInternal Revenue Code. No “prohibited transaction,” within the meaning of Section 4975 of the Internal Revenue Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending, pending or, to the Knowledge knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee PlanPlan that could give rise to any material liability of the Company. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time of the Company Merger in accordance with its terms, without material liability to Parent, the Company or any of its Company ERISA Affiliates Affiliate (other than ordinary administration expenses). There Except as set forth in Section 3.14(c) of the Disclosure Schedule, there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the Company or any Company ERISA Affiliates, threatened by the IRSInternal Revenue Service, the U.S. Department of Labor (“DOL”), or any other Governmental Entity with respect to any Company Employee Plan. Neither the Company nor any Company ERISA Affiliate is subject to any penalty or tax Tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Internal Revenue Code. The Company and each Company ERISA Affiliate have has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan, except as would not result in material liability to the Company or its Subsidiaries.

Company Employee Plan Compliance. The Company and its Company ERISA Affiliates have performed in all material respects all obligations required to be performed by them under each Other than a Company Employee PlanPlan that is a Multiemployer Plan and except as would not, and individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect: (i) each Company Employee Plan and Company Employee Agreement has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulationsLaws, including but not limited to ERISA or and the Code. Any Code (to the extent applicable); (ii) each Company Employee Plan intended to be qualified qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained received a favorable determination, notification, advisory and/or determination or opinion letter, as applicable, letter from the IRS with respect to each such Company Employee Plan as to its qualified status from under the IRS Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or still has remaining a remaining period of time under applicable United States Treasury Regulations or IRS pronouncements in which to apply for such a letter and to make any amendments necessary to obtain a favorable determination, and (ii) incorporates or has been amended determination as to incorporate all provisions required to comply with the Tax Reform Act qualified status of 1986 and subsequent legislation. To the Knowledge of the Company, for each such Company Employee Plan that is intended to be qualified under Section 401(aPlan; (iii) of the Code there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, for which the Company or any Company Subsidiary would incur material liability has occurred with respect to any Company Employee Plan. There ; (iv) there are no actions, suits or claims pending, pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or any Company Employment Agreement or against the assets of any Company Employee Plan. Each ; (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time of the Company Merger in accordance with its termsClosing Date, without material liability to ParentBuyer, Merger Sub, the Company or any of its Company ERISA Affiliates Subsidiary (other than for benefits accrued to date and ordinary administration expenses). There ; (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge of the Company or any Company ERISA AffiliatesAffiliate, threatened by the IRS, the U.S. Department of Labor (“DOL”), IRS or any other Governmental Entity DOL with respect to any Company Employee Plan. Neither ; (vii) neither the Company nor any Company ERISA Affiliate is subject to has incurred liability for any penalty tax imposed under section 4971 through 4980E of the Code or civil liability under section 501(i) or (l) of ERISA; (viii) no tax has been imposed under section 511 of the Code with respect to any Company Employee Plan under Section 502(i(or trust or funding vehicle pursuant thereto); and (ix) of ERISA or Sections 4975 through 4980 of the Code. The Company and each Company ERISA Affiliate have timely made all contributions and other payments required by and due under the terms of each to Company Employee Plan, except as would not result in material liability Plans that were required to the be made under such Company or its SubsidiariesEmployee Plans have been made on a timely basis.

Company Employee Plan Compliance. The Company and its Company ERISA Affiliates have has performed in all material respects all obligations required to be performed by them under it under, is not in material default or violation of, and has no knowledge of any material default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. Any Each Company Employee Plan intended to be qualified qualify under Section 401(a) of the Code and each related trust intended to qualify under Section 501(a) of the Code (i) has either applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained received a favorable determination, notificationopinion, notification or advisory and/or opinion letter, as applicable, letter from the IRS with respect to each such Company Employee Plan as to its qualified status from under the IRS Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or still has remaining a remaining period of time under applicable Treasury Regulations regulations or IRS pronouncements in which to apply for such a letter and to make any amendments necessary to obtain a favorable determination, and (ii) incorporates or has been amended determination as to incorporate all provisions required to comply with the Tax Reform Act qualified status of 1986 and subsequent legislation. To the Knowledge of the Company, for each such Company Employee Plan that is intended to be qualified under Section 401(a) of the Code there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified statusPlan. No “"prohibited transaction,” " within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan. All contributions required to be made by the Company or Company Affiliate, to any Company Employee Plan have either been made on or before their due dates or a reasonable amount has been paid or accrued, in accordance with the Company's ordinary business procedures for the current plan years; provided, however, that any contributions made to a Company Employee Plan intended to be qualified under Code Section 401(k), have been timely made in accordance with DOL regulation Section 2510.3-102. There are no actions, suits or claims pending, or, to the Knowledge knowledge of the Company, claims pending or threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time of the Company Merger in accordance with its termsTime, without material liability to Parent, the Company or any of its the Company ERISA Affiliates (other than benefits accrued to date and ordinary administration expenses). There are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the Company or any Company ERISA AffiliatesCompany, threatened by the IRS, the U.S. Department of Labor (“DOL”), IRS or any other Governmental Entity DOL with respect to any Company Employee Plan. Neither the Company nor any Company ERISA Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and each Company ERISA Affiliate have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan, except as would not result in material liability to the Company or its Subsidiaries.