Common use of Documents Clause in Contracts

Documents. Parent has provided or has made available to Company: (i) correct and complete copies of all documents embodying each Parent Employee Plan (substituting for such including all amendments thereto and written interpretations thereof); (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Employee Plan or related trust; (iv) if the Parent Employee Plan is funded, the most recent annual and periodic accounting of Parent Employee Plan assets; (v) the most recent summary plan description together with the summary of material modifications thereto, if any, required under ERISA with respect to each Parent Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Employee Plan and any proposed Parent Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parent; (ix) all COBRA forms and related notices; and (x) all registration statements and prospectuses prepared in connection with each Parent Employee Plan.

Documents. Parent The Company has provided or has made available to CompanyParent correct and complete copies of: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan and each Employment Agreement including (substituting for such including without limitation) all amendments thereto and written interpretations thereof)all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto, or otherwise), if any, required under ERISA ERISA, the IRC or the Code other applicable law in connection with each Parent Company Employee Plan or related trustPlan; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all or oral communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company; (viii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (ix) all model COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xxi) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent Seller has provided or has made available to CompanyBuyer correct and complete copies of: (i) correct and complete copies of all documents embodying each Parent Employee Plan Plan, International Employee Plan, and each Employment Agreement including (substituting for such including without limitation) all amendments thereto and written interpretations thereof)all related contracts, agreements and trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Employee Plan or related trustPlan; (iv) if the Parent Employee Plan is funded, the most recent annual and periodic accounting of Parent Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Employee Plan and any proposed Parent Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to ParentSeller; (viii) all material correspondence to or from any governmental agency relating to any Seller Employee Plan; (ix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years discrimination tests for each Employee Plan; and (xxi) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Employee Plan.

Documents. Parent The Company has provided or has made available to CompanyBuyer: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan and each Employee Agreement including (substituting for such including without limitation) all amendments thereto and written interpretations thereof)all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year, if required; and (xxiii) all registration statements statements, annual reports Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent Saturn has provided or has made available to CompanyNova correct and complete copies of: (i) correct and complete copies of all documents embodying each Parent Saturn Employee Plan and each Saturn Employee Agreement including (substituting for such including without limitation) all amendments thereto and written interpretations thereof)all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Saturn Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Saturn Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Saturn Employee Plan or related trustPlan; (iv) if the Parent Saturn Employee Plan is funded, the most recent annual and periodic accounting of Parent Saturn Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Saturn Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Saturn Employee or Parent Saturn Employees relating to any Parent Saturn Employee Plan and any proposed Parent Saturn Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to ParentSaturn; (viii) all correspondence to or from any Governmental Entity relating to any Saturn Employee Plan; (ix) all model COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years discrimination tests for each Saturn Employee Plan; and (xxi) all registration statements statements, annual reports (Form 11-K and attachments thereto) and prospectuses prepared in connection with each Parent Saturn Employee Plan.. Neither Saturn or any Saturn ERISA Affiliate has any plan or commitment to establish any new Saturn Employee Plan or Saturn Employee Agreement, to modify any Saturn Employee Plan or Saturn Employee Agreement (except to the extent required by law or to conform any such Saturn Employee Plan or Saturn Employee Agreement to the requirements of any applicable law, in each case as previously disclosed to Nova in writing, or as required by this Agreement), or to adopt or enter into any Saturn Employee Plan or Saturn Employee Agreement

Documents. Parent The Company has provided or has made available to Company: Parent (i) correct and complete copies of all documents embodying or relating to each Parent Company Employee Plan (substituting for such including and each Employee Agreement including, without limitation, all amendments thereto thereto, all related trust documents and written interpretations thereof); (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trust; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the summary most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, letters and rulings relating to Parent Company Employee Plans and copies of all applications and correspondence to or from the IRS IRS, DOL or the DOL any other governmental agency with respect to any Parent Company Employee Plan; (vii) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xxiii) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent Company has provided or has made available to CompanyParent correct and complete copies of: (i) correct and complete copies of all documents embodying each Parent Company Benefit Plan and each Company Employee Plan (substituting for such Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and written interpretations thereof)all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Company Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Employee Plan or related trustCompany Benefit Plan; (iv) if the Parent Employee any Company Benefit Plan is funded, the most recent annual and periodic accounting of Parent Employee Company Benefit Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Employee Company Benefit Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Company Employee or Parent Company Employees relating to any Parent Employee Company Benefit Plan and any proposed Parent Employee Company Benefit Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material liability to ParentCompany and its Subsidiaries, taken as a whole; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Plan; and (ix) all COBRA forms and related notices; and (x) all registration statements and prospectuses prepared in connection with the three most recent plan years’ discrimination tests for each Parent Employee PlanCompany Benefit Plan for which such tests are required.

Documents. Parent has provided or The Company has made available to CompanyParent: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan Plan, International Employee Plan, and each Employee Agreement including (substituting for such including without limitation) all amendments thereto and written interpretations thereof)all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xxiii) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent has provided or The Company has made available to CompanyParent correct and complete copies of: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan Plan, International Employee Plan, and each Employment Agreement including (substituting for such including without limitation) all amendments thereto and written interpretations thereof)all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company; (viii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (ix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xxi) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent Target has provided or has made available to Company: Acquiror (i) current, correct and complete copies of all documents embodying each Parent Target Employee Plan (substituting for such including all amendments thereto and written interpretations thereofall related trust documents (or a summary of any oral Target Employee Plan); , (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Target Employee Plan or related trust; Plan, (iviii) if the Parent Target Employee Plan is funded, the most recent annual and periodic accounting of Parent Target Employee Plan assets; , (viv) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Target Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (viiv) all material written agreements and contracts relating to each Parent Target Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) each affirmative action plan, if applicable, (vii) all communications material to any Parent Employee employee or Parent Employees employees relating to any Parent Target Employee Plan and any proposed Parent Target Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parent; Target or any of its Subsidiaries, (viii) all correspondence to or from any Governmental Entity relating to any Target Employee Plan, (ix) all COBRA forms and related notices; and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Target Employee Plan, (x) all discrimination tests for each Target Employee Plan for the three most recent plan years, (xi) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Target Employee Plan, to the extent applicable, (xii) all Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) privacy notices and all business associate agreements to the extent required under HIPAA, (xiii) the most recent IRS determination or opinion letter issued with respect to each Target Employee Plan and (ivx) all rulings or notices issued by a Governmental Entity with respect to each Target Employee Plan.

Documents. Parent has provided or The Company and each of its Subsidiaries has made available to Company: Parent (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such and each Employee Agreement including all amendments thereto and written interpretations thereof); all related trust documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trust; Plan, (iviii) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (viiv) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parent; the Company or any of its Subsidiaries, (vii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viii) forms of COBRA notices and related outsourcing contracts, (ix) all COBRA forms and related notices; and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Employee Plan for the three most recent plan years, (xi) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan, (xii) forms of HIPAA Privacy Notices and forms of Business Associate Agreements to the extent required under HIPAA and (xiii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.

Documents. The Company has furnished to Parent has provided or has made available to Companycorrect and complete copies of: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such Plan, International Employee Plan, and each Employment Agreement including all amendments thereto and written interpretations thereof)all related trust documents; (ii) the most recent annual actuarial valuationsvaluations and annual and periodic accounting, if any, prepared for each Parent Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iv) if the Parent Employee Plan is funded, the most recent annual and periodic accounting of Parent Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (viv) all the most recent IRS determinationdetermination or opinion letter issued with respect to each Company Employee Plan, opinion, notification and advisory lettersif applicable, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viiivi) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (viii) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); and (ix) the three (3) most recent plan years discrimination tests for each Company Employee Plan, where applicable; (x) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts and group annuity contracts; and (xi) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent The Company has provided furnished or has made available to CompanyParent correct and complete copies of: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such Plan, and each Employment Agreement including all amendments thereto and written interpretations thereof)all related trust documents; (ii) the most recent annual actuarial valuationsvaluations and annual and periodic accounting, if any, prepared for each Parent Company Employee Plan; (iii) the three (3) most recent annual reports (IRS Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iv) if the Parent Employee Plan is funded, the most recent annual and periodic accounting of Parent Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (viv) all the most recent IRS determinationdetermination or opinion letter issued with respect to each Company Employee Plan, opinion, notification and advisory lettersif applicable, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (viivi) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material documents provided to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (viii) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); and (ix) the three (3) most recent plan years discrimination tests for each Company Employee Plan, where applicable; (x) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts and group annuity contracts; and (xi) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent Except as set forth in Part 2.14 of the Company --------- Disclosure Letter, Company has provided or has made available to CompanyParent: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such and each Employee Agreement including all amendments thereto and written interpretations thereof); (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trust; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the summary of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee PlanPlans; (vii) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all written communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to ParentCompany; (ix) all COBRA forms and related noticesnotices currently in use; and (x) all registration statements and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent Company has provided or has made available to CompanyParent correct and complete copies of: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan, International Employee Plan (substituting for such including and each Employee Agreement including, without limitation, all amendments thereto and written interpretations thereof)all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the summary most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Company Employee Plan, International Employee Plan and Employee Agreement, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts, if any; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to ParentCompany; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) discrimination tests for each Company Employee Plan for the three (3) most recent plan years; and (xxiii) all registration statements statements, annual reports (Form 10-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent The Company has provided or has made available to CompanyParent correct and complete copies of: (i) correct and complete copies of all documents embodying each Parent the Company Employee Plan and each Employment Agreement including (substituting for such including without limitation) all amendments thereto and written interpretations thereof)all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent the Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent the Company Employee Plan or related trustPlan; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent the Company Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent the Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent the Company Employee Plan and any proposed Parent the Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company; (viii) all correspondence to or from any governmental agency relating to any the Company Employee Plan; (ix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years discrimination tests for each the Company Employee Plan; and (xxi) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent The Company has provided or has made available to Company: Parent (i) correct and complete copies of all documents embodying or relating to each Parent Company Employee Plan (substituting for such and each Employee Agreement including all amendments thereto and written interpretations thereof); (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trust; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the any applicable summary of material modifications theretomodifications, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, letters and rulings relating to Parent Company Employee Plans and copies of all applications and correspondence to or from the IRS IRS, DOL or the DOL any other governmental agency with respect to any Parent Employee Plan; (vii) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (vii) all material written agreements and contracts relating to each Company Employee Plan or its related trust; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee PlansPlans or any Employee's participation thereunder, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company or the Company Employee Plan; (ix) all the most recent COBRA forms and related notices; and (x) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xi) 401(k) discrimination tests, if any, for each Company Employee Plan for the most recent plan year; and (xii) all registration statements statements, annual reports (Form 11-K and prospectuses all attachments thereto) and prospectuses, if any, prepared in connection with each Parent Company Employee Plan.

Documents. Parent The Company has provided or has made available to CompanyParent correct and complete copies of: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan and each Employee Agreement including (substituting for such including without limitation) all amendments thereto and written interpretations thereof)all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company; (viii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (ix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xxi) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent has provided or The Company has made available to Company: Acquiror true, correct and complete copies, as applicable, of (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such including all amendments thereto and written interpretations thereofall related trust documents (and descriptions of the material terms of any such plan that is not in writing); , (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code to be filed in connection with each Parent Company Employee Plan or related trust; Plan, (iviii) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent such Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (viiv) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group or other insurance and stop-loss contracts; , (viiivi) all material communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Employee PlansPlan, in each case, including all communications relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability Liability to Parent; the Company, (ixvii) all correspondences and notifications to or from any Governmental Entity relating to any Company Employee Plan, (viii) all COBRA forms and related notices; and , (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all registration statements and prospectuses prepared in connection discrimination tests for each Company Employee Plan for the three most recent plan years, (xi) the most recent Internal Revenue Service (or any other applicable Tax Authority) determination or opinion letter issued with respect to each Parent Company Employee Plan, if applicable, and (xii) the material terms and conditions of employment applicable to each Employee at the date of the Agreement Date. To the knowledge of the Company, there is no fact, condition, or circumstance since the date the documents were provided in accordance with this subsection (b) above, which would affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or to provide increased or improved benefits thereunder or accelerate vesting, payment or funding thereunder.

Documents. Parent The Company has provided or has made available to CompanyParent correct and complete copies of: (i) correct and complete copies of all material documents embodying each Parent Company Employee Plan (substituting for such and each Employment Agreement including all amendments thereto and written interpretations thereof)all related trust documents; (ii) the most recent annual actuarial valuationsvaluations and annual and periodic accounting, if any, prepared for each Parent Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iv) if the Parent Employee Plan is funded, the most recent annual and periodic accounting of Parent Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (viv) all the most recent IRS determinationdetermination or opinion letter issued with respect to each Company Employee Plan, opinion, notification and advisory lettersif applicable, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viiivi) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability Liability to Parentthe Company; (ixvii) all correspondence to or from any Governmental Entity relating to any Company Employee Plan; (viii) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); and (ix) the three (3) most recent plan years discrimination tests for each Company Employee Plan, where applicable; (x) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts and group annuity contracts; and (xi) all registration statements statements, annual reports (Form 11-K and all attachments thereto, if applicable to be filed) and prospectuses prepared in connection with each Parent Company Employee Plan, as applicable.

Documents. Parent The Company has provided or has made available to CompanyParent correct and complete copies of: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan and each Employment Agreement including (substituting for such including without limitation) all amendments thereto and written interpretations thereof)all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company; (viii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (ix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xxi) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent The Company and each of the Subsidiaries has provided or has made available to Company: Made Available (i) correct and complete copies of all material documents embodying each Parent Company Employee Plan (substituting for such and each Employee Agreement including all material amendments thereto and written interpretations thereof); all related trust documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trust; Plan, (iviii) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (viiv) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group or other insurance contracts; , (viiivi) all material communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee PlansPlan, in each case, relating to any material amendments, terminations, establishments, increases or decreases in compensation benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parent; the Company or any Subsidiary, (vii) all correspondence and/or notifications to or from any governmental agency or administrative service relating to any Company Employee Plan, (viii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (ix) all COBRA forms and related notices; discrimination tests for each Company Employee Plan for the three most recent plan years, and (xxii) all registration statements and prospectuses prepared in connection the most recent IRS determination, opinion, notification or advisory letters issued with respect to each Parent Company Employee Plan. To the Knowledge of the Company, there is no fact, condition, or circumstance since the date the documents were provided in accordance with this paragraph (b), which would materially affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or Employee Agreement or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. To the Knowledge of the Company or any Subsidiary, no verbal promises or representations have been made to any Employees to increase their compensation or to continue their employment for any specific duration.

Documents. Parent The Company has provided or has made available to CompanyParent: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such including and each Employee Agreement including, without limitation, all amendments thereto and written interpretations thereof)thereof and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under filed pursuant to ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iviii) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (viv) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (viiv) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; (viiivi) all communications from the Company within the prior three (3) years material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan within the prior three (3) years; (viii) all material COBRA forms and related notices; and (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (x) all registration statements discrimination tests for each Company Employee Plan for the three (3) most recent plan years; and prospectuses prepared in connection (xi) the most recent IRS determination or opinion letter issued with respect to each Parent Company Employee Plan.

Documents. Parent The Company has provided or has made available to CompanyParent correct and complete copies of: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan and each Employment Agreement including (substituting for such including without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan, a written interpretations thereof)description of each material Company Employee Plan that is not set forth in a written document; (ii) the three (3) most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto, or otherwise), if any, required under ERISA or ERISA, the Code or other applicable Legal Requirement in connection with each Parent Company Employee Plan or related trustPlan; (iv) if the Parent Employee Plan is funded, the most recent annual and periodic accounting of Parent Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (viv) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all material applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (viivi) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would reasonably be expected to result in any material liability to Parentthe Company; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (viii) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable Legal Requirements); (ix) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (x) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent 3Dfx has provided or has made available to Company: STB (i) correct and complete copies of all documents embodying or relating to each Parent 3Dfx Employee Plan (substituting for such and each 3Dfx Employee Agreement including all amendments thereto and written interpretations thereof); , (ii) the most recent annual actuarial valuations, if any, prepared for each Parent 3Dfx Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent 3Dfx Employee Plan or related trust; (iv) if the Parent any 3Dfx Employee Plan is funded, the most recent annual and periodic accounting of Parent 3Dfx Employee Plan assets; (v) the most recent summary plan description together with the most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Parent 3Dfx Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, determination letters and rulings relating to Parent 3Dfx Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent 3Dfx Employee Plan; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent 3Dfx Employee or Parent 3Dfx Employees relating to any Parent 3Dfx Employee Plan and any proposed Parent 3Dfx Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parent; (ix) all COBRA forms and related notices3Dfx; and (xviii) all registration statements and prospectuses prepared in connection with each Parent 3Dfx Employee Plan.

Documents. Parent The Company and each of the Subsidiaries has provided or has made available to Company: Made Available (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such and each Employee Agreement including all amendments thereto and written interpretations thereof); all related trust documents and all related management, (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trust; Plan, (iviii) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (viiv) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, including existing administrative service agreements, group annuity contracts agreements and group or other insurance contracts; , (vi) all correspondence and/or notifications in the three year period preceding the date of this Agreement to or from any governmental agency or administrative service relating to any Company Employee Plan, (vii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent discrimination tests for each Company Employee Plan for the three most recent plan years, and any proposed Parent Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parent; (ix) all COBRA forms and related notices; and (x) all registration statements and prospectuses prepared in connection the most recent IRS or equivalent non-U.S. Tax authority determination, opinion, notification or advisory letters issued with respect to each Parent Company Employee Plan. To the Knowledge of the Company, there is no fact, condition, or circumstance since the date the documents were provided in accordance with this paragraph (b), which would materially affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or Employee Agreement or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. To the Knowledge of the Company, no verbal promises or representations have been made to any Employees to materially increase their compensation or to continue their employment for any specific duration.

Documents. Parent The Company has provided or has made available to CompanyParent correct and complete copies of: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan and each Employee Agreement including (substituting for such including without limitation) all amendments thereto and written interpretations thereof)all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three (3) most recent annual reports report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the summary or summaries of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect written materials provided to any Parent Employee Plan; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Employee Plan and any proposed Parent Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which that would result in any material liability to Parentthe Company or any ERISA Affiliate under any Company Employee Plan; (vii) all IRS determination, opinion, notification and advisory letters, and all applications and material correspondence to or from the IRS or the DOL with respect to any such application or letter; (viii) all material correspondence to or from any governmental agency in the last three (3) years relating to any Company Employee Plan; (ix) the three (3) most recent plan years discrimination tests for each Company Employee Plan for which such test is required; (x) all COBRA forms and related noticesinvoices; and (xxi) all registration statements employee manuals and prospectuses prepared in connection with each Parent Employee Planhandbooks, policy statements, and other material relating to the employment of the current and former Employees.

Documents. Parent has provided The Companies have provided, or has made available have caused to Company: be provided, to Purchaser: (i) correct current, accurate and complete copies of all material documents embodying or relating to each Parent Company Benefit Plan and each written Employee Plan (substituting for such Agreement, including all amendments thereto and thereto, written interpretations thereof); , side letters of understanding and trust or funding agreements with respect thereto; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Plan; two (iii2) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Employee Company Benefit Plan or related trust; ; (iviii) if the Parent Employee Plan is funded, the most recent annual determination letter received from the IRS, if any, for each Company Benefit Plan and periodic accounting related trust which is intended to satisfy the requirements of Parent Employee Plan assets; Section 401(a) of the Code; (viv) the most recent summary plan description together with the most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Parent Employee Company Benefit Plan; ; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (viiv) all material written agreements and contracts communications to any Employee or Employees relating to each Parent Employee PlanCompany Benefit Plan since January 1, including2003; (vi) a schedule of all Employees who have been granted options to purchase capital stock in any of the Companies or Seller, but not limited the dates of such grants, the dates such options are exercisable, the vesting periods of such options and a summary of the obligations of Purchaser with respect to such options which are unvested as of the date hereof; and (vii) current, accurate and complete copies of all special written agreements entered into on or after July 8, 2005 relating to, administrative service agreementsamong other subjects, group annuity contracts and group insurance contracts; severance or retention payments pursuant to which (viii1) all communications material severance payments are to be made to Employees whose employment with any Parent Employee of the Companies is terminated within six months after the Closing Date or Parent Employees relating (2) retention payments are to any Parent Employee Plan and any proposed Parent Employee Plans, in each case, relating be made to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parent; (ix) all COBRA forms and related notices; and (x) all registration statements and prospectuses prepared in connection with each Parent Employee PlanEmployees.

Documents. Parent Company has provided or has made available to CompanyParent: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan Plan, International Employee Plan, and each Employee Agreement including (substituting for such including without limitation) all amendments thereto and written interpretations thereof)all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determinationdetermination or opinion letters, opinion, any notification and or advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Planpending application or letter; (vii) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to ParentCompany; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan (other than correspondence of the types described in (vi) above); (x) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xi) all insurance policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the most recent plan year discrimination tests for each Company Employee Plan; and (xxiii) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. The Company and each of its Subsidiaries have Made Available to Parent has provided or has made available to Company: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such and each Employee Agreement including all amendments thereto and written interpretations thereof); all related trust documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trust; Plan, (iviii) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (viiv) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Parent Employee Employee/Service Provider or Parent Employees Employees/Service Providers relating to any Parent Company Employee Plan and or any proposed Parent Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would could result in any material liability to Parent; the Company or any of its Subsidiaries, (vii) all material correspondence to or from any Governmental Entity relating to any Company Employee Plan, (viii) forms of COBRA notices and related outsourcing contracts, (ix) all COBRA forms and related notices; and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Employee Plan for the three most recent plan years, (xi) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan, (xii) forms of HIPAA Privacy Notices and forms of Business Associate Agreements to the extent required under HIPAA and (xiii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.

Documents. Parent has The Sellers have provided or has made available to CompanyBuyer: (i) correct and complete copies of all material documents embodying each Parent Company Employee Plan (substituting for such including and each Employee Agreement including, without limitation, all amendments thereto and written interpretations thereof)thereof and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Plan; (iii) the three most recent annual reports report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan, as applicable; (iviii) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (viv) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee PlanPlan that is subject to such requirements; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (viiv) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; (viiivi) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company or its Subsidiary; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (viii) all COBRA forms and related notices; and (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (x) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years; (xi) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan, as applicable; and (xii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan, as applicable.

Documents. Parent Talarian has provided or has made available to Company: --------- TIBCO: (i) correct and complete copies of all material documents embodying to each Parent Talarian Employee Plan (substituting for such and each Employee Agreement including all amendments thereto and written interpretations thereof); (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Talarian Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Talarian Employee Plan or related trust; (iv) if the Parent Talarian Employee Plan is funded, the most recent annual and periodic accounting of Parent Talarian Employee Plan assets; (v) the most recent summary plan description together with the summary of material modifications thereto, if any, required under ERISA with respect to each Parent Talarian Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Talarian Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Talarian Employee Plan; (vii) all material written agreements and contracts relating to each Parent Talarian Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Talarian Employee Plan and any proposed Parent Talarian Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parent; (ix) all COBRA forms and related noticesTalarian; and (xix) all registration statements and prospectuses prepared in connection with each Parent Talarian Employee Plan.

Documents. Parent has provided or The Company and each ERISA Affiliate has made available to Company: Parent (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such including and each Employee Agreement including, without limitation, all amendments thereto and written interpretations thereof); all related trust documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules schedules, audit reports and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trust; Plan, (iviii) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (viiv) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parent; the Company or any of its Subsidiaries, (ixvii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viii) all model COBRA forms and related notices; and , (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all nondiscrimination tests and related reports and summaries for each Company Employee Plan for the three most recent plan years, (xi) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan, (xii) all HIPAA privacy notices and all business associate agreements to the extent required under HIPAA, (xiii) all form notices to Medicare-eligible participants under Part D of the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (“Medicare Part D”), and (xiv) all IRS determination or opinion letters, as applicable, issued with respect to each Company Employee Plan.

Documents. Parent Company has provided or has made available to CompanyParent: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan Plan, International Employee Plan, and each Employee Agreement including (substituting for such including without limitation) all amendments thereto and written interpretations thereof)all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to ParentCompany; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xxiii) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent The Company has provided or has made available to CompanyParent: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan and each Employee Agreement including (substituting for such including without limitation) all amendments thereto and written interpretations thereof)all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xxiii) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent has provided or Company has made available to CompanyParent: (i) correct and complete copies of all material documents embodying each Parent Company Employee Plan (substituting for such including and each Employee Agreement, including, without limitation, all amendments thereto and written interpretations thereof); all related trust documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trust; Plan, (iviii) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (viiv) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, which would result in each casea material liability to Company or to any ERISA Affiliate, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to Company, (vii) all correspondence to or from any Governmental Entity concerning any audit or examination by such Governmental Entity of any Company Employee Plan which would result in material liability to Parent; Company or to any ERISA Affiliate, (viii) all discrimination tests for each Company Employee Plan for the three (3) most recently completed plan years, (ix) all COBRA forms and related notices; and the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan, if applicable, (x) all registration statements statements, annual reports on Form 11-K and attachments thereto, and (xi) all prospectuses prepared or used during calendar year 2003 in connection with each Parent Company Employee Plan.

Documents. The Company has delivered to Parent has provided or has made available to Company: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such Plan, including all amendments thereto and written interpretations thereof)thereto; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or the Code Code, or any similar Laws of other jurisdictions applicable to the Company in connection with each Parent Company Employee Plan or related trust; (iv) if the Parent any Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, letters and rulings from the IRS or any similar Governmental Entity having jurisdiction over the Company relating to Parent Company Employee Plans and copies of all applications and correspondence (including specifically any correspondence regarding actual or potential audits or investigations) to or from the IRS IRS, United States Department of Labor (“DOL” or the DOL any other Governmental Entity with respect to any Parent Company Employee Plan; , (vii) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited toincluding fidelity or ERISA bonds, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, case relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability Liability to Parentthe Company and which are not reflected in the current summary plan description and plan document; (ix) all COBRA material forms and related noticesnotices relating to the provision of post-employment continuation of health coverage; and (x) all policies pertaining to fiduciary liability insurance covering the fiduciaries of each Company Employee Plan; (xi) all discrimination and qualification tests, if any, for each Company Employee Plan for the most recent plan year; and (xii) all registration statements statements, annual reports (Form 11-K or any similar form required under the Laws of other jurisdictions applicable to the Company and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent The Company has provided or has made available to CompanyParent: (i) correct accurate and complete copies of all documents embodying each Parent United States Company Employee Plan (substituting for such and each United States Employee Agreement, including all amendments thereto and written interpretations thereof)all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent United States Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent United States Company Employee Plan or related trustPlan; (iv) if the Parent for each United States Company Employee Plan that is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the each summary of material modifications thereto, if any, required under ERISA with respect to each Parent United States Company Employee Plan; (vi) all the most recent IRS determination, opinion, notification and advisory lettersletters with respect to each United States Company Employee Plan, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch letter; (vii) all material written agreements and contracts Contracts relating to each Parent United States Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent United States Company Employee Plan and or any proposed Parent United States Company Employee PlansPlan, in each case, case relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would could result in any material liability to Parentany of the Acquired Corporations; (ix) all COBRA forms and related noticescorrespondence to or from any Governmental Body relating to any United States Company Employee Plan; and (x) all COBRA forms and forms of related notices (or such forms and forms of notices as may be required under any comparable Legal Requirement relating to any Company Employee Plan); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three most recent plan years discrimination tests for each Company Employee Plan; and (xiii) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent Seller has provided or has made available to CompanyParent correct and complete copies of: (i) correct and complete copies of all documents embodying each Parent Seller Employee Plan and each Employment Agreement including (substituting for such including without limitation) all amendments thereto and written interpretations thereof)all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Seller Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Seller Employee Plan or related trustPlan; (iv) if the Parent Seller Employee Plan is funded, the most recent annual and periodic accounting of Parent Seller Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Seller Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Seller Employee Plan and any proposed Parent Seller Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to ParentSeller; (viii) all correspondence to or from any governmental agency relating to any Seller Employee Plan; (ix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years discrimination tests for each Seller Employee Plan; and (xxi) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Seller Employee Plan.

Documents. Parent Company has provided or has made available to CompanyParent correct and complete copies of: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan Plan, other than legally-mandated plans, programs and arrangements and each Employment Agreement including (substituting for such including without limitation) all amendments thereto and written interpretations thereof)all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan or any International Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to ParentCompany; (viii) all correspondence to or from any Governmental Entity relating to any Company Employee Plan; (ix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); and (x) the three (3) most recent plan years' discrimination tests for each Company Employee Plan; (xi) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan; (xii) any licenses or permits held by Company which enable it to employ foreign employees or employees from "territories" currently administered by Israel; and (xiii) any pamphlet, booklet or other employee manual distributed to employees of Company which discuss Company Employee Plans.

Documents. Parent The Company has provided provided, or has made available will provide as soon as practicable following the execution of this Agreement, to CompanyParent: (i) correct and complete copies of all documents embodying to each Parent Company Employee Plan (substituting for such and each Employee Agreement including all amendments thereto and written interpretations thereof)thereto; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trust; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the summary of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to an examination, audit or submission under the Voluntary Compliance Resolution Program or Closing Agreement Program of any Parent Company Employee Plan; (vii) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events any of which would result in any material liability to Parent; (ix) all COBRA forms and related noticesthe Company; and (xix) all registration statements and current prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent Company has provided or has made available to CompanyParent: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such and each Employee Agreement including all amendments thereto and written interpretations thereof); (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trust; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the summary of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Company Employee Plan; (vii) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to ParentCompany; (ix) all COBRA forms and related notices; and (x) all registration statements and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent The Company has provided or has made available to Companythe Buyer correct and complete copies of: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan and each Employment Agreement including (substituting for such including without limitation) all amendments thereto and written interpretations thereof)all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (ii) all Employment Agreements, current contracts of employment or material particulars of the terms of employment (including, without prejudice to the generality of the foregoing, severance, consulting, relocation, repatriation, and expatriation arrangements) for Senior Employees; (iii) a current template or sample of a contract of employment or the material particulars of the terms and conditions of employment (including, without prejudice to the generality of the foregoing, severance, consulting, relocation, repatriation, and expatriation arrangements) for each grade or level of Company Employee; (iv) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iiiv) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent U.S. Employee Plan or related trustPlan; (ivvi) if the Parent any Company Employee Plan is funded, the most recent annual and periodic accounting of Parent that Company Employee Plan assets; (vvii) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Employee Plan; (vi) all IRS determination, opinion, notification thereto and advisory letters, and rulings relating to Parent in the case of International Employee Plans the most recent participant booklets and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (vii) all material written agreements announcements to employees and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contractsparticipants; (viii) for U.S. Employee Plans the most recent IRS determination letter, and for International Employee Plans evidence of plan approval; (ix) all written communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, Plans in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company or any of its Affiliates; (ix) all COBRA forms and related notices; and (x) all material correspondence to or from any Governmental Entity relating to any Company Employee Plan; (xi) for U.S. Employee Plans the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xii) all registration statements statements, annual reports (for U.S. Employee Plans, Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent ANI has provided or has made available to CompanyOccam correct and complete copies of: (i) correct and complete copies of all documents embodying each Parent ANI Employee Plan and each ANI Employment Agreement including (substituting for such including without limitation) all amendments thereto and written interpretations thereof)all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent ANI Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent ANI Employee Plan or related trustPlan; (iv) if the Parent ANI Employee Plan is funded, the most recent annual and periodic accounting of Parent ANI Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent ANI Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent ANI Employee Plan and any proposed Parent ANI Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe ANI; (viii) all correspondence to or from any governmental agency relating to any ANI Employee Plan; (ix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years discrimination tests for each ANI Employee Plan; and (xxi) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent ANI Employee Plan.

Documents. Parent Apex has provided or has made available to CompanyCybex: (i) correct and complete copies of all documents embodying each Parent Apex Employee Plan Plan, Apex International Employee Plan, and each Apex Employment Agreement including (substituting for such including without limitation) all amendments thereto and written interpretations thereof)all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Apex Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Apex Employee Plan or related trustPlan; (iv) if the Parent Apex Employee Plan is funded, the most recent annual and periodic accounting of Parent Apex Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Apex Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Apex Employee or Parent Apex Employees relating to any Parent Apex Employee Plan and any proposed Parent Apex Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to ParentApex; (viii) all correspondence to or from any governmental agency relating to any Apex Employee Plan; (ix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years discrimination tests for each Apex Employee Plan, if applicable; and (xxi) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Apex Employee Plan.

Documents. Parent STB has provided or has made available to Company: 3Dfx (i) correct and complete copies of all documents embodying or relating to each Parent STB Employee Plan (substituting for such and each STB Employee Agreement including all amendments thereto and written interpretations thereof); (ii) the most recent annual actuarial valuations, if any, prepared for each Parent STB Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and ad all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent STB Employee Plan or related trust; (iv) if the Parent STB Employee Plan is funded, the most recent annual and periodic period accounting of Parent STB Employee Plan assets; (v) the most recent summary plan description together with the most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Parent STB Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, determination letters and rulings relating to Parent STB Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL Department of Labor ("DOL") with respect to any Parent STB Employee Plan; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent STB Employee or Parent STB Employees relating to any Parent STB Employee Plan and any proposed Parent STB Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parent; (ix) all COBRA forms and related noticesSTB; and (xviii) all registration statements and prospectuses prepared in connection with each Parent STB Employee Plan.

Documents. Parent Neoforma has provided or has made available to CompanyHealthvision: (i) correct and complete copies of all documents embodying each Parent Neoforma Employee Plan (substituting for such including all amendments thereto and written interpretations thereof); (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Neoforma Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Neoforma Employee Plan or related trust; (iv) if the Parent Neoforma Employee Plan is funded, the most recent annual and periodic accounting of Parent Neoforma Employee Plan assets; (v) the most recent summary plan description together with the summary of material modifications thereto, if any, required under ERISA with respect to each Parent Neoforma Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Neoforma Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Neoforma Employee Plan; (vii) all material written agreements and contracts relating to each Parent Neoforma Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Neoforma Employee or Parent Neoforma Employees relating to any Parent Neoforma Employee Plan and any proposed Parent Neoforma Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to ParentNeoforma; (ix) all COBRA forms and related notices; and (x) all registration statements and prospectuses prepared in connection with each Parent Neoforma Employee Plan.

Documents. Parent Company has provided or has made available to CompanyParent correct and complete copies of: (i) correct and complete copies of all material documents embodying each Parent Company Employee Plan, International Employee Plan (substituting for such including and each Employee Agreement including, without limitation, all amendments thereto and written interpretations thereof)all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three two (2) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the summary most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (vii) all material written agreements and contracts relating to each Parent Company Employee Plan, International Employee Plan and Employee Agreement, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts, if any; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to ParentCompany; (ix) all material correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all material COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) discrimination tests for each Company Employee Plan for the three (3) most recent plan years; and (xxiii) all registration statements statements, annual reports (Form 10-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent The Company and each of its Subsidiaries has provided or has made available to Company: Parent (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such and each Employee Agreement including all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and written interpretations thereof); all related trust documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection filed with respect to each Parent Company Employee Plan or related trust; Plan, (iviii) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (viiv) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material during the last year to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parent; the Company or any of its Subsidiaries, (ixvii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viii) all COBRA forms and related notices; and , (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) any discrimination tests for each Company Employee Plan for the three most recent plan years, (xi) the most recent registration statements, annual reports (Form 11-K and all registration statements attachments thereto) and prospectuses prospectuses, if any, prepared in connection with each Parent Company Employee Plan, (xii) all HIPAA Privacy Notices and all Business Associate Agreements, as currently in use or effect, to the extent required under HIPAA and (xiii) the most recent IRS determination or opinion letter, if any, issued with respect to each Company Employee Plan.

Documents. Parent Occam has provided or has made available to CompanyANI correct and complete copies of: (i) correct and complete copies of all documents embodying each Parent Occam Employee Plan Plan, and each Occam Employment Agreement including (substituting for such including without limitation) all amendments thereto and written interpretations thereof)all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Occam Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Occam Employee Plan or related trustPlan; (iv) if the Parent Occam Employee Plan is funded, the most recent annual and periodic accounting of Parent Occam Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Occam Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Occam Employee Plan and any proposed Parent Occam Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to ParentOccam; (viii) all correspondence to or from any governmental agency relating to any Occam Employee Plan; (ix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years discrimination tests for each Occam Employee Plan; and (xxi) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Occam Employee Plan.

Documents. Parent The Company has provided or has made available to CompanyParent or its counsel: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such including and each Employee Agreement including, without limitation, all amendments thereto and written interpretations thereof)thereof and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required filed under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iviii) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (viv) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (viiv) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; (vi) all correspondence to or from any governmental agency relating to any Company Employee Plan received by the Company or an Affiliate within the prior three (3) years; (vii) all forms of COBRA notices; (viii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (ix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years; and (x) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan, if any, that is intended to satisfy or be subject to Code Section 401(a). There have been no communications material in the past three (3) years by the Company or any Affiliate to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and or any proposed Parent Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result that are not reflected in any material liability to Parent; (ix) all COBRA forms and related notices; and (x) all registration statements and prospectuses prepared in connection with each Parent the terms of the Company Employee Plan.

Documents. Parent has provided or has made available to CompanyVHA: (i) correct and complete copies of all documents embodying each Parent Employee Plan (substituting for such including all amendments thereto and written interpretations thereof); (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Employee Plan or related trust; (iv) if the Parent Employee Plan is funded, the most recent annual and periodic accounting of Parent Employee Plan assets; (v) the most recent summary plan description together with the summary of material modifications thereto, if any, required under ERISA with respect to each Parent Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Employee Plan and any proposed Parent Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parent; (ix) all COBRA forms and related notices; and (x) all registration statements and prospectuses prepared in connection with each Parent Employee Plan.

Documents. Parent The Company has provided or has made available to CompanyParent: (i) correct and complete copies of all documents (or, to the extent no such copy exists, an accurate written description) embodying each Parent Company Employee Plan (substituting for such including each International Employee Plan, if any) and each Employee Agreement including, without limitation, all amendments thereto and written interpretations thereof)all related trust documents or other funding instruments; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules schedules, audit reports and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iviii) if the Parent a Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (viv) the most recent summary plan description together with the any summary of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (viiv) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; (viiivi) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company or any of its Subsidiaries; (ixvii) all correspondence to or from any Governmental Entity relating to any Company Employee Plan; (viii) the form of all COBRA forms and related notices; and (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (x) all nondiscrimination test reports and summaries for each Company Employee Plan for the three most recent plan years; (xi) all registration statements statements, annual reports and prospectuses prepared in connection with each Parent Company Employee Plan; (xii) all HIPAA Privacy Notices, the form of notices of creditable coverage, and all business associate agreements to the extent required under HIPAA; (xiii) all IRS determination or opinion letter issued, and all applications and correspondence with the IRS and/or the DOL with respect to such application or letter with respect to each Company Employee Plan; and (xiv) any other material documentation related to the Company Employee Plans or Employee Agreements.

Documents. Parent The Company has provided or has made available to CompanyParent: (i) correct --------- and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such including and each Employee Agreement including, without limitation, all amendments thereto and written interpretations thereof)all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xxiii) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. The Company has previously provided to Parent has provided or has made available to Company: (i) correct and complete copies of all documents embodying or relating to each Parent Company Employee Plan (substituting for such Plan, including all amendments thereto and written interpretations thereof); (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trust; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, letters and rulings relating to Parent Company Employee Plans and copies of all applications and correspondence to or from the IRS IRS, DOL or the DOL any other Governmental Entity with respect to any Parent Company Employee Plan; , (vii) all material written agreements and contracts relating to each Parent Company Employee Plan, including, including but not limited toto fidelity or ERISA bonds, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, case relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules schedules, other than individual employee statements of benefits or distribution notices issued in the ordinary course of business, or other events which would result in any material liability to Parentthe Company and which are not reflected in the current summary plan description and plan document; (ix) all COBRA forms and related noticesnotices relating to the provision of post-employment continuation of health coverage; and (x) all policies pertaining to fiduciary liability insurance covering the fiduciaries of each Company Employee Plan; (xi) all discrimination and qualification tests, if any, for each Company Employee Plan for the most recent plan year; and (xii) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent FAS has provided or has or, except in the case of clause (i) below, made available through Novacare to CompanyPurchaser: (i) correct and complete copies of all documents embodying relating to each Parent FAS Employee Plan (substituting for such and each Employee Agreement including all amendments thereto and written interpretations thereof); (ii) the most recent annual actuarial valuations, if any, prepared for each Parent FAS Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent FAS Employee Plan or related trust; (iv) if the Parent FAS Employee Plan is funded, the most recent annual and periodic accounting of Parent FAS Employee Plan assets; (v) the most recent summary plan description together with the summary of material modifications thereto, if any, required under ERISA with respect to each Parent FAS Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent FAS Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent FAS Employee Plan; (vii) all material written agreements and contracts relating to each Parent FAS Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent FAS Employee Plan and any proposed Parent FAS Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to ParentFAS; (ix) all COBRA forms and related notices; and (x) all registration statements and prospectuses prepared in connection with each Parent FAS Employee Plan.

Documents. Parent The Company has provided or has made available to CompanyParent access to correct --------- and complete copies of: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan Plan, International Employee Plan, and each Employment Agreement including (substituting for such including without limitation) all amendments thereto and written interpretations thereof)all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Company Group Employee or Parent Company Group Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company; (viii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (ix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); and (x) all registration statements and prospectuses prepared in connection with the three (3) most recent plan years discrimination tests for each Parent Company Employee Plan.

Documents. Parent has provided or The Company has made available to Company: Acquiror true, correct and complete copies, as applicable, of (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such including all amendments thereto and written interpretations thereofall related trust documents (and descriptions of the material terms of any such plan that is not in writing); , (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code to be filed in connection with each Parent Company Employee Plan or related trust; Plan, (iviii) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent such Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (viiv) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all material communications material to any Parent current Company Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Employee PlansPlan, in each case, including all communications relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parent; the Company or any Company Subsidiary, (vii) all correspondence to or from any Governmental Entity relating to any Company Employee Plan other than routine correspondence in the normal course of operations of such Company Employee Plan, (viii) policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (ix) all COBRA forms and related notices; discrimination tests for each Company Employee Plan for the three most recent plan years, and (x) all registration statements the most recent Internal [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and prospectuses prepared in connection filed separately with the Securities and Exchange Commission. Revenue Service (or any other applicable Tax Authority) determination or opinion letter issued with respect to each Parent Company Employee Plan, if applicable.

Documents. Parent The Company has provided or has previously made available to CompanyParent: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such Plan, including all amendments thereto and written interpretations thereof); (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three most recent annual reports (Form including Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code Code, or any similar Laws of other jurisdictions applicable to the Company or its Subsidiaries, in connection with each Parent Company Employee Plan or related trust; (iv) if the Parent any Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, letters and rulings from the IRS or any similar Governmental Entity having jurisdiction over the Company or its Subsidiaries relating to Parent Company Employee Plans and copies of all applications and any correspondence regarding actual or potential audits or investigations to or from the IRS IRS, DOL or the DOL any other Governmental Entity with respect to any Parent Company Employee Plan; (vii) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited toincluding fidelity or ERISA bonds, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all material communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, case relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company and which are not reflected in the current summary plan description and plan document; (ix) all COBRA material forms and related noticesnotices relating to the provision of post-employment continuation of health coverage; and (x) all registration statements and prospectuses prepared in connection with policies pertaining to fiduciary liability insurance covering the fiduciaries of each Parent Company Employee Plan; and (xi) all discrimination and qualification tests, if any, for each Company Employee Plan for the most recent plan year.

Documents. Parent Title has provided or has made available to CompanyParent: (i) correct and complete copies of all documents embodying to each Parent Title Employee Plan (substituting for such and each Title Employee Agreement including all amendments thereto and written interpretations thereof); (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Title Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Title Employee Plan or related trust; (iv) if the Parent Title Employee Plan is funded, the most recent annual and periodic accounting of Parent Title Employee Plan assets; (v) the most recent summary plan description together with the summary of material modifications thereto, if any, required under ERISA with respect to each Parent Title Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Title Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Title Employee Plan; (vii) all material written agreements and contracts relating to each Parent Title Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Title Employee or Parent Title Employees relating to any Parent Title Employee Plan and any proposed Parent Title Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to ParentTitle; (ix) all COBRA forms and related notices; and (x) all registration statements and prospectuses prepared in connection with each Parent Title Employee Plan.

Documents. Parent The Company and each ERISA Affiliate has provided or has made available to Company: Parent (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such including and each Employee Agreement including, without limitation, all amendments thereto and written interpretations thereof); all related trust documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; , (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trust; Plan, (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; , (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (vii) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivii) all material communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parent; the Company, (viii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (ix) all COBRA forms and related notices; notices (or such forms and notices as required under comparable law), (x) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (xi) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years, (xii) all registration statements statements, annual reports (Form 11 K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan, (xiii) all “HIPAA Privacy Notices” and all “Business Associate Agreements” to the extent required under HIPAA and (xiv) all IRS determination opinion, notifications and advisory letters issued with respect to each Company Employee Plan and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter.

Documents. Parent The Company has provided or has made available to CompanyParent: (i) correct i)correct and complete copies of all documents embodying each Parent Company Employee Plan and each Employee Agreement including (substituting for such including without limitation) all amendments thereto and written interpretations thereof)all related trust documents; (ii) the ii)the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iiiiii)the three (3) the three most recent annual reports (Form Series 5500 Series5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iv) if iv)if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the v)the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all viii)all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee PlansPlans which would result in any material liability to the Company, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentschedules; (ix) all correspondence to or from any Governmental Body relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xxiii) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent The Company has provided (or has made available will provide prior to CompanyClosing) to the Buyer: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan and each Employee Agreement including (substituting for such including without limitation) all amendments thereto and written interpretations thereof)all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from between the Company and the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xxiii) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent The Company and each of its Subsidiaries has provided or has made available to Company: Parent (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such including and each Employee Agreement including, without limitation, all amendments thereto and written interpretations thereof); all related trust documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trust; Plan, (iviii) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (viiv) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parent; the Company or any of its Subsidiaries, (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan, (viii) all COBRA forms and related notices; and , (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years, (xi) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan, and (xii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.

Documents. Parent The Company has provided or has made available to Company: Parent (i) correct and complete copies of all documents embodying or relating to each Parent Company Employee Plan (substituting for such and each Employee Agreement including all amendments thereto and written interpretations thereof); (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trust; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, determination letters and rulings relating to Parent Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL Department of Labor ("DOL") with respect to any Parent Company Employee Plan; (vii) all material written agreements and contracts relating to each Parent Company Employee Plan, including, including but not limited to, administrative administration service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parent; (ix) all COBRA forms and related noticesthe Company; and (xix) all registration statements and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent The Company has provided or has made available to CompanyParent: (i) correct and complete copies of (i) all documents embodying each Parent Company Employee Plan Plan, International Employee Plan, and each Employee Agreement including (substituting for such including without limitation) all amendments thereto and written interpretations thereof)all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required filed under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all material applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xxiii) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent The Company and each Affiliate has provided or has made available to Company: Parent (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such including and each Employee Agreement including, without limitation, all amendments thereto and written interpretations thereof); all related trust documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; , (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trust; Plan, (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; , (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (vii) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parent; the Company, (viii) all correspondence to or from any governmental agency relating to any Company Employee Plan, (ix) all COBRA forms and related notices; notices (or such forms and notices as required under comparable law), (x) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (xi) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years, (xii) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan, (xiii) all “HIPAA Privacy Notices” and all “Business Associate Agreements” to the extent required under HIPAA and (xiv) all IRS determination opinion, notifications and advisory letters issued with respect to each Company Employee Plan and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter.

Documents. Parent The Company has provided or has made available to Company: Buyer, in each case, to the extent applicable, (i) current, correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such including all amendments thereto and written interpretations thereofall related trust documents (or a summary of any oral Company Employee Plan); , (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trust; Plan, (iviii) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (vii) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viiiv) all communications material to any Parent Employee employee or Parent Employees employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parent; the Company, (vii) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all material correspondence to or from any Governmental Authority relating to any Company Employee Plan, (viii) all model Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") forms and related notices, (ix) all COBRA forms and related notices; and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all discrimination tests for each applicable Company Employee Plan for the three most recent plan years, (xi) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan, to the extent applicable, (xii) all HIPAA privacy notices and all business associate agreements to the extent required under HIPAA, (xiii) the most recent Internal Revenue Service ("IRS") determination or opinion letter issued with respect to each Company Employee Plan and (xiv) all rulings or notices issued by a governmental agency with respect to each Company Employee Plan.

Documents. Parent AccelPath has provided or has made available to CompanyTechnest correct and complete copies of: (i) correct and complete copies of all documents embodying each Parent AccelPath Employee Plan Plan, and each AccelPath Employment Agreement including (substituting for such including without limitation) all amendments thereto and written interpretations thereof)all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent AccelPath Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent AccelPath Employee Plan or related trustPlan; (iv) if the Parent AccelPath Employee Plan is funded, the most recent annual and periodic accounting of Parent AccelPath Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent AccelPath Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent AccelPath Employee Plan and any proposed Parent AccelPath Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to ParentAccelPath; (viii) all correspondence to or from any governmental agency relating to any AccelPath Employee Plan; (ix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years discrimination tests for each AccelPath Employee Plan; and (xxi) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent AccelPath Employee Plan.

Documents. The Company has delivered to Parent has provided or has made available to Companya complete and --------- accurate copy of the following: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such including and Company Employment Agreement, including, without limitation, all amendments thereto and written interpretations thereof)all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan and Company Employment Agreement; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all the most recent IRS determination, opinion, notification and advisory lettersdetermination letter, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Company Employee or Parent Company Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company; (viii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; (ix) all current model COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xxi) all registration statements statements, annual reports (Form 11K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent Company and each of its subsidiaries has provided or has made available to CompanyAcquiror correct and complete copies of: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan and each Employee Agreement with employees or directors who have been employed or provided services within the past two years (substituting for whether or not such employees or directors are currently providing services), or independent contractors currently providing services to Company or any ERISA Affiliate, including (without limitation) all amendments thereto and written interpretations thereof)all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to ParentCompany; (viii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (ix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law) currently used by Company and its subsidiaries; (x) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xxi) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent The Company has provided or has made available to CompanyParent: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan Plan, International Employee Plan, and each Employee Agreement including (substituting for such including without limitation) all amendments thereto and written interpretations thereof)all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required filed under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xxiii) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent The Company has provided or has made available to Company▇▇▇▇▇▇ correct and --------- complete copies of: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan Plan, International Employee Plan, and each Employment Agreement including (substituting for such including without limitation) all amendments thereto and written interpretations thereof)all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company; (viii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (ix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xxi) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent has provided or The Seller has made available to Company: (i) correct the Buyer true and complete copies of all current position descriptions, and all material documents embodying in connection with each Parent Employee Benefit Plan in which Employees of any of the Companies participate, including (substituting for such including where applicable): (i) all Employee Benefit Plans as in effect on the date hereof, together with all amendments thereto and thereto, including, in the case of any Employee Benefit Plan not set forth in writing, a written interpretations description thereof); (ii) the most recent annual actuarial valuationsall current summary plan descriptions, if anysummaries of material modifications, prepared for each Parent Employee Planand material communications; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Employee Plan or related trust; (iv) if the Parent Employee Plan is funded, the most recent annual and periodic accounting of Parent Employee Plan assets; (v) the most recent summary plan description together with the summary of material modifications thereto, if any, required under ERISA IRS determination letter obtained with respect to each Parent Employee PlanBenefit Plan intended to be qualified under Section 401(a) of the Code or exempt under Section 501(a) of the Code; and (viiv) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Planall Assumed Benefit Plans and Arrangements, to the extent applicable, (A) all current trust agreements, declarations of trust and other documents establishing other funding arrangements (and all amendments thereto and the latest financial statements thereof); (viiB) the annual report on IRS Form 5500 series for each of the last three years for each Assumed Benefit Plan and Arrangement required to file such form; (C) the most recently prepared financial statements for each Assumed Benefit Plan and Arrangement for which such statements are required; (D) all material written minutes with respect to the meetings of each Assumed Benefit Plan and Arrangement's administrative committee and/or plan administrator; and (E) all contracts and agreements and contracts relating to each Parent Employee PlanAssumed Benefit Plan and Arrangement, including, but not limited to, administrative including service provider agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Employee Plan , annuity contracts, investment management agreements, subscription agreements, participation agreements, recordkeeping agreements and any proposed Parent Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parent; (ix) all COBRA forms and related notices; and (x) all registration statements and prospectuses prepared in connection with each Parent Employee Plancollective bargaining agreements.

Documents. Parent The Company has provided or has made available delivered to CompanyAcquiror correct and complete copies of: (i) correct and complete copies of all documents embodying or governing each Parent Company Employee Plan and International Employee Plan, including (substituting for such including without limitation) all amendments thereto and written interpretations thereof)all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan and International Employee Plan; (ii) in relation to each unfunded International Employee Plan, a description and a schedule of the liabilities under that International Employee Plan; (iii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan, and each International Employee Plan (and if there is no such actuarial valuation, a description and a schedule of the funding position of the relevant Company Employee Plan or International Employee Plan); (iiiiv) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (ivv) if the Parent any Company Employee Plan is funded, the most recent annual and periodic accounting financial statements of Parent the Company Employee Plan assetsPlan; (vvi) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vivii) all the most recent IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL if any, with respect to any Parent Company Employee Plan; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all written communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any material amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company; (ix) all COBRA forms and related noticesmaterial correspondence to the Company from any governmental agency or from the Company to any governmental agency relating to any Company Employee Plan; (x) the three most recent plan years discrimination tests for each Company Employee Plan subject to non-discrimination testing under the Code; and (xxi) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent has Sellers have provided (or has made available will provide no later than immediately following execution of this Agreement) to CompanyBuyer correct and complete copies of: (i) correct and complete copies of all documents embodying each Parent Seller Employee Plan and each Employment Agreement including (substituting for such including without limitation) all amendments thereto and written interpretations thereof)all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Seller Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Seller Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Seller Employee Plan or related trustPlan; (iv) if the Parent a Seller Employee Plan is funded, the most recent annual and periodic accounting of Parent such Seller Employee Plan assets; (v) the most recent summary plan description together with the summary summaries of material modifications thereto, if any, required under ERISA with respect to each Parent Seller Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Seller Employee Plan and any proposed Parent Seller Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to ParentSeller; (viii) all correspondence to or from any governmental agency relating to any Seller Employee Plan; (ix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years discrimination tests for each Seller Employee Plan; and (xxi) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Seller Employee Plan.

Documents. Parent The Company has provided or has made available to Company: Parent, (i) correct and complete copies of all documents embodying each Parent Employee Plan (substituting for such and each Employee Agreement including all amendments thereto all related trust documents and written interpretations thereof)copies of all forms of agreement and enrollment used therewith; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Employee Plan or related trust; (iv) the most recent summary plan description together with the most recent summary of material modifications, if any, required under ERISA with respect to each Employee Plan; (v) all IRS determination letters and rulings relating to Employee Plans and copies of all applications and correspondence to or from the IRS, the Department of Labor ("DOL") or any other governmental agency, with respect to any Employee Plan; (vi) if the Parent Employee Plan is funded, the most recent annual and periodic accounting of Parent Employee Plan assets; (v) the most recent summary plan description together with the summary of material modifications thereto, if any, required under ERISA with respect to each Parent Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, including but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Employee Plan and any proposed Parent Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parent; the Company and (ix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); and (x) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xi) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xii) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent Company has provided or has made available to CompanyParent: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such and each Employee Agreement including all amendments thereto and written interpretations thereof); (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three most recent annual reports report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trust; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the summary of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Company Employee Plan; (vii) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to ParentCompany; (ix) all COBRA forms and related notices; and (x) all registration statements and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent The Company has provided or has made available to Company: Made Available (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such and each Employee Agreement including all amendments thereto and written interpretations thereof); all related trust documents and all related management and/or monitoring and/or information documents and/or records required by applicable Legal Requirements, (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Plan; (iii) the three two most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trust; Plan, (iviii) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (viiv) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group or other insurance contracts; , (viiivi) all communications material correspondence and/or notifications to or from any Parent Employee or Parent Employees governmental agency relating to any Parent Company Employee Plan, and (vii) the most recent IRS determination, opinion, notification or advisory letters issued with respect to each Company Employee Plan. There is no fact, condition, or circumstance since the date the documents were Made Available in accordance with this paragraph (b), which would materially affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan and any proposed Parent or Employee Plans, in each case, relating Agreement or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. No verbal promises or representations have been made to any amendments, terminations, establishments, increases Employees to increase their compensation or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in to continue their employment for any material liability to Parent; (ix) all COBRA forms and related notices; and (x) all registration statements and prospectuses prepared in connection with each Parent Employee Planspecific duration.

Documents. The Company has delivered to Parent has provided or has made available to Companya complete and accurate copy of the following: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such including and Company Employment Agreement, including, without limitation, all amendments thereto and written interpretations thereof)all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan and Company Employment Agreement; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all the most recent IRS determination, opinion, notification and advisory lettersdetermination letter, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Company Employee or Parent Company Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company; (viii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; (ix) all current model COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xxi) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent The Company has provided delivered or has made available to Company: the Parent (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such Plan, including all amendments thereto and written interpretations thereof)thereto; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code Code, or any similar Laws of other jurisdictions applicable to the Company, in connection with each Parent Company Employee Plan or related trust; (iv) if the Parent any Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, letters and rulings from the IRS or any similar Governmental Entity having jurisdiction over the Company relating to Parent Company Employee Plans and copies of all applications and any correspondence regarding actual or potential audits or investigations) to or from the IRS IRS, DOL or the DOL any other Governmental Entity with respect to any Parent Company Employee Plan; (vii) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited toincluding fidelity or ERISA bonds, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, case relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability Liability to Parentthe Company and which are not reflected in the current summary plan description and plan document; (ix) all COBRA material forms and related noticesnotices relating to the provision of post-employment continuation of health coverage; and (x) all registration statements and prospectuses prepared in connection with policies pertaining to fiduciary Liability insurance covering the fiduciaries of each Parent Company Employee Plan; and (xi) all discrimination and qualification tests, if any, for each Company Employee Plan for the most recent plan year.

Documents. Parent The Company has provided or has previously made available to CompanyParent in the Data Room: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such Plan, including all amendments thereto and written interpretations thereof); (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three most recent annual reports (Form including Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code Code, or any similar Laws of other jurisdictions applicable to the Company or a Subsidiary, in connection with each Parent Company Employee Plan or related trust; (iv) if the Parent any Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, letters and rulings from the IRS or any similar Governmental Entity having jurisdiction over the Company or any Subsidiary relating to Parent Company Employee Plans and copies of all applications and any correspondence regarding actual or potential audits or investigations to or from the IRS IRS, DOL or the DOL any other Governmental Entity with respect to any Parent Company Employee Plan; (vii) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited toincluding fidelity or ERISA bonds, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all material communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, case relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company and which are not reflected in the current summary plan description and plan document; (ix) all COBRA material forms and related noticesnotices relating to the provision of post-employment continuation of health coverage; and (x) all registration statements and prospectuses prepared in connection with policies pertaining to fiduciary liability insurance covering the fiduciaries of each Parent Company Employee Plan; and (xi) all discrimination and qualification tests, if any, for each Company Employee Plan for the most recent plan year.

Documents. Parent has provided or The Company has made available to Company: Parent (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such and each Employee Agreement, including all amendments thereto amendments, summary plan descriptions, and written interpretations thereof); trust documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent for any Company Employee Plan or related trust; Plan, (iviii) if the Parent any Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Employee Plan assets; (v) the most recent summary plan description together with the summary of material modifications thereto, if any, required under ERISA with respect to each Parent such Company Employee Plan; ’s assets, (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (viiiv) all material written agreements and contracts Contracts relating to each Parent Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts trust agreements and group insurance contracts; , (viiiv) all material communications material to any Parent Employee or Parent Employees relating to any Parent established or proposed Company Employee Plan and any proposed Parent Employee Plans, in each case, relating that relates to any material amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which that would result in any Liability to the Company or any of its Subsidiaries or ERISA Affiliates, (vi) all material correspondence to or from any Governmental Entity relating to any Company Employee Plan, (vii) all policies pertaining to fiduciary liability to Parent; insurance covering the fiduciaries for each Company Employee Plan, (viii) discrimination test results for each Company Employee Plan for the three (3) most recent plan years, (ix) all COBRA forms and related notices; the most recent IRS determination letter (or opinion letter in the case of a prototype plan) issued with respect to each Company Employee Plan, and (x) visa and work permit information with respect to current Company Personnel. With respect to any International Plan, the Company has made available to Parent correct and complete copies of, to the extent applicable, (i) copies of such International Plan, including all registration statements amendments, supplements and prospectuses prepared in connection modifications to such International Plan, (ii) the most recent annual report or similar compliance documents required to be filed with each Parent Employee any Governmental Entity with respect to such International Plan, and (iii) any document with respect to such International Plan comparable to the IRS determination letter referenced above.

Documents. Parent The Company has provided or has made available Made Available, with respect to Companyeach Company Employee Plan, as applicable: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such in effect as of the date hereof or under which the Company or any of its Subsidiaries has any liability or obligation, including all amendments thereto and written interpretations thereof)all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Employee Plan or related trustCode; (iv) if the Parent Employee Plan is funded, the most recent annual and periodic accounting of Parent Employee Plan assets; (viii) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (iv) all non-routine correspondence and/or notifications to or from any governmental agency in the last three (3) years; (v) the most recent written agreements and Contracts relating to each Company Employee Plan, including administrative service agreements and group or other insurance Contracts; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from material communications within the IRS or the DOL with respect three most recent plan years to any Parent Employee Plan; (viiEmployee(s) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in compensation benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company or any of its Subsidiaries; (vii) all policies currently in effect pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (viii) all discrimination tests for each Company Employee Plan for the three most recent plan years; (ix) all COBRA forms privacy notices under HIPAA currently in effect and related noticesall Business Associate Agreements to the extent required under HIPAA; and (x) all registration statements and prospectuses prepared the most recent IRS determination, opinion, or advisory letters. To the Knowledge of the Company, there is no fact, condition, or circumstance since the date the documents were provided in connection accordance with each Parent Employee Planthis Section 2.15(b), which would affect the information contained therein.

Documents. Parent The Company has provided or has made available to CompanyParent: (i) correct and --------- complete copies of all documents embodying each Parent Company Employee Plan and each Employee Agreement including (substituting for such including without limitation) all amendments thereto and written interpretations thereof)all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xxiii) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent The Company has provided or has made available to Company: Purchaser (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such and each Employee Agreement including all amendments thereto and written interpretations thereof); all related trust documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trust; Plan, (iviii) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (viiv) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any material amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parent; the Company, (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan, (viii) all COBRA forms and related notices; and , (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years, (xi) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan, and (xii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.

Documents. Prior to the Closing, the Company will have provided to --------- Parent has provided or has made available to Company: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan and each Employee Agreement, including (substituting for such including without limitation) all amendments thereto and written interpretations thereof); all related trust documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trust; Plan, (iviii) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; , (viv) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (viivi) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, including without limitation administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivii) all communications by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parent; the Company, (viii) all correspondence to or from any governmental agency relating to any Company Employee Plan, (ix) all COBRA forms and related notices; and , (x) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (xi) the three (3) most recent Plan years discrimination tests for each Company Employee Plan, and (xii) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent has provided or The Company has made available to CompanyParent: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such and each Employee Agreement including all amendments thereto and written interpretations thereof); (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trust; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the summary of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all the most recent IRS determination, opinion, notification and advisory lettersdetermination or opinion letter, and all rulings relating to Parent Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee PlanPlans; (vii) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parent; (ix) all COBRA forms and related noticesCompany; and (xix) all registration statements and prospectuses prepared in connection with each Parent Company Employee Plan. Additionally, the Company has provided information with respect to the Outsourced Plans to the extent reasonably practicable, including but not limited to, a copy of each Outsourced Plan.

Documents. Parent The Company has provided or has made available to Company: Parent (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such including each International Employee Plan, if any) and each Employee Agreement including, without limitation, all amendments thereto and written interpretations thereof)all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iviii) if the Parent a Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (viv) the most recent summary plan description together with the any summary of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (viiv) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; (viiivi) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company; (ixvii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; (viii) the form of all COBRA forms and related notices; and (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (x) all nondiscrimination test reports and summaries, if any are required, for each Company Employee Plan for the three most recent plan years; (xi) all registration statements statements, annual reports and prospectuses prepared in connection with each Parent Company Employee Plan; (xii) all HIPAA Privacy Notices, the form of notices of creditable coverage, and all Business Associate Agreements to the extent required under HIPAA; and (xiii) all IRS determination or opinion letter issued, and all applications and correspondence with the IRS and/or the DOL with respect to such application or letter with respect to each Company Employee Plan that is intended to be a tax-qualified plan.

Documents. Parent The Company and each of its Subsidiaries has provided or has made available to Company: Parent (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such including and each Employee Agreement including, without limitation, all amendments thereto and written interpretations thereof); all related trust documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trust; Plan, (iviii) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (viiv) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all material communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any material amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parent; the Company or any of its Subsidiaries, (vii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viii) a model COBRA form and related notices, (ix) all COBRA forms and related notices; and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years, (xi) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan, and (xii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.

Documents. Parent The Company has provided or has made available to Company: Parent through the Effective Time (i) correct and complete copies of all documents embodying or relating to each Parent Company Employee Plan (substituting for such and each Employee Agreement including all amendments thereto and written interpretations thereof); (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trust; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, determination letters and rulings relating to Parent Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL Department of Labor ("DOL") with respect to any Parent Company Employee Plan; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company; (viii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan; (ix) all material written agreements contacts relating Company Employee Plan, including without limitation, administrative service agreements and group insurance contracts; (x) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xi) all COBRA forms and related notices; and (xxii) all registration statements and prospectuses prepared in connection with policies pertaining to fiduciary liability insurance covering the fiduciaries for each Parent Company Employee Plan.

Documents. Parent The Company has provided or has made available to Company: Parent (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such including and each Employee Agreement in each case with respect to which the Company or any of its ERISA Affiliates has or may have any liability or obligation including, as applicable, all amendments thereto thereto, all related trust documents, and written interpretations thereof); (ii) the most recent annual actuarial valuationssummary plan description together with the summary(ies) of material modifications thereto, if any, prepared for each Parent Employee Plan; any (iiiii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trust; Plan, (iviii) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; , (v) the most recent summary plan description together with the summary of material modifications thereto, if any, required under ERISA with respect to each Parent Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (viiiv) all material written agreements and contracts Contracts relating to each Parent Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiiv) each affirmative action plan, if applicable, (vi) all communications written communications, if in writing, or a description of such communications, of not in writing, material to any Parent Employee employee or Parent Employees employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which that would result in any material liability to Parent; the Company, (ixvii) all correspondence to or from any Governmental Entity relating to any Company Employee Plan, (viii) all COBRA forms and related notices; and , (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all registration statements discrimination tests for each Company Employee Plan for the three most recent plan years, and prospectuses prepared in connection (xi) the most recent IRS determination, opinion, notification and advisor letters issued with respect to each Parent Company Employee Plan, if applicable. The Company has provided or made available to Parent correct and complete copies of all sub-plans, annexes or other documents regarding options plans intended to qualify with Section 102 of the ITA, together with applications to the ITA and agreements with the Section 102 Trustee.

Documents. Parent The Company has provided or has made available to Company: Parent (i) correct --------- and complete copies of all documents embodying each Parent Employee Plan (substituting for such and each Employee Agreement including all amendments thereto and thereto, written interpretations thereof)thereof and copies of all forms of agreement and enrollment used therewith; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Employee Plan or related trust; (iv) if the Parent Employee Plan is funded, the most recent annual and periodic accounting of Parent Employee Plan assets; (v) the most recent summary plan description together with the most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Parent Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, determination letters and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL Department of Labor ("DOL") with respect to any Parent Employee Plan; (vii) --- all material written agreements and contracts relating to each Parent Employee Plan, including, including but not limited to, administrative administration service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Employee Plan and any proposed Parent Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parent; (ix) all COBRA forms and related noticesthe Company; and (xix) all registration statements and prospectuses prepared in connection with each Parent Employee Plan.

Documents. Parent Company has provided or has made available to CompanyParent: (i) correct accurate and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such and each Employee Agreement including all amendments thereto and written interpretations thereof); (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trust; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the summary of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Company Employee Plan; (vii) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to ParentCompany; (ix) all COBRA forms and related notices; and (x) all registration statements and prospectuses prepared in connection with each Parent Company Employee Plan; and (xi) a list of all employees, officers and consultants of Company reflecting each such person's current title and/or job description and compensation. (i) Company has performed in all material respects all obligations required to be performed by 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/or Employee Agreement, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Plan; (iii) 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; (iv) there are no actions, suits or claims pending, or, to the knowledge of 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; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued either before or after the Effective Time in accordance with its terms, without liability to Parent, Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of Company, threatened by the IRS or DOL with respect to any Company Employee Plan; (vii) neither Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet and no further contributions will be due or will have accrued thereunder as of the Closing Date; (ix) to Company's knowledge, all individuals who, pursuant to the terms of any Employee Plan or Employee Agreement, are entitled to participate in any such Employee Plan or Employee Agreement are currently participating in such Employee Plan or Employee Agreement, or have been given the opportunity to do so and have declined; (x) there has been no amendment to, written interpretation or authorized announcement (whether or not written) by Company relating to, or change in employee participation or coverage under, any Employee Plan or Employee Agreement that would increase materially the expense of maintaining such Employee Plan or Employee Agreement above the level of the expense incurred in respect thereof during the calendar year 1999.

Documents. Parent The Company has provided or has made available to CompanyParent correct and complete copies of: (i) correct and complete copies of all documents embodying each Parent Company Employee Plan Plan, International Employee Plan, and each Employee Agreement including (substituting for such including without limitation) all amendments thereto and written interpretations thereof)all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company; (viii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (ix) all model COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xxi) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent has provided or The Company has made available to Company: Parent (i) correct and complete copies of all documents embodying each Parent Company Employee Plan (substituting for such and each Employee Agreement including all amendments thereto and written interpretations thereof); all related trust documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code or by any other applicable law in connection with each Parent Company Employee Plan or related trust; Plan, (iviii) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent such Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA or by any other applicable law with respect to each Parent Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (viiv) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee PlansPlan, in each case, relating to any amendmentsamendments of a Company Employee Plan, terminationsterminations of a Company Employee Plan, establishmentsestablishments of any new Company Employee Plan, increases or decreases in benefits, benefits under existing Company Employee Plans or acceleration of payments or vesting schedules or other events which would result in any material liability Liability to Parent; the Company, (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan other than routine correspondence in the normal course of operations of such Company Employee Plan, (viii) model COBRA forms and related notices; and , (ix) policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all registration statements discrimination tests for each Company Employee Plan for the three most recent plan years, (xi) the most recent IRS (or any other applicable tax authority) determination or opinion letter issued with respect to each Company Employee Plan and prospectuses prepared in connection with (xii) each Parent Employee Planaffirmative action plan, if applicable.

Documents. Parent has provided or has made available to CompanyUHC: (i) correct and complete copies of all documents embodying each Parent Employee Plan (substituting for such including all amendments thereto and written interpretations thereof); (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Employee Plan or related trust; (iv) if the Parent Employee Plan is funded, the most recent annual and periodic accounting of Parent Employee Plan assets; (v) the most recent summary plan description together with the summary of material modifications thereto, if any, required under ERISA with respect to each Parent Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Employee Plan and any proposed Parent Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parent; (ix) all COBRA forms and related notices; and (x) all registration statements and prospectuses prepared in connection with each Parent Employee Plan.

Documents. Parent The Company has provided or has made available to Company: Parent (i) a true, correct and complete copies copy of all documents embodying each Parent Company Employee Plan (substituting for such including each International Employee Plan, if any) and each Employee Agreement, including all amendments thereto and written interpretations thereof); all related trust documents, that are listed on Section 2.22(c)(i) of the Disclosure Schedule. The furnished documents include: (ii) the most recent annual actuarial valuations, if any, prepared reports for each Parent Employee Plan; (iii) the three most recent annual reports 2009 (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trustPlan; (iviii) if the Parent a Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (viv) the most recent summary plan description together with for the summary of material modifications thereto, if any, required under ERISA 401(k) plan and insurance certificates issued with respect to each Parent Company Employee PlanPlans that are insured; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (viiv) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; (viiivi) all communications written communications, if any, material for 2011 to any Parent Employee or Parent Employees generally relating to any Parent Company Employee Plan and any proposed Parent Company Employee PlansPlan, in each case, any written communications to Employees relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company; (vii) all material correspondence to or from any governmental agency, if any, relating to any Company Employee Plan; (viii) all policies, if any, pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (ix) all COBRA forms nondiscrimination test reports and related noticessummaries for each Company Employee Plan for the 2010 plan year, if any are required; and (x) all registration statements IRS determination or opinion letters issued, if any, and prospectuses prepared in connection all applications and correspondence with the IRS and/or the DOL, if any, with respect to such application or letter with respect to each Parent Company Employee Plan.

Documents. Parent The Company has provided or has made available to Company: Parent (i) correct and --------- complete copies of all documents embodying or relating to each Parent Company Employee Plan (substituting for such and each Employee Agreement including all amendments thereto and written interpretations thereof); (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Company Employee Plan or related trust; (iv) if the Parent Company Employee Plan is funded, the most recent annual and periodic accounting of Parent Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Parent Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, letters and rulings relating to Parent Company Employee Plans and copies of all applications and correspondence to or from the IRS IRS, DOL or the DOL any other governmental agency with respect to any Parent Employee Plan; (vii) all material written agreements and contracts relating to each Parent Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (vii) all material written agreements and contracts relating to each Company Employee Plan; (viii) all communications material to any Parent Employee or Parent Employees relating to any Parent Company Employee Plan and any proposed Parent Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Parentthe Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests, if any, for each Company Employee Plan for the most recent plan year; and (xxiii) all registration statements statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Parent Company Employee Plan.

Documents. Parent Cybex has provided or has made available to CompanyApex: (i) correct and complete copies of all documents embodying each Parent Cybex Employee Plan Plan, Cybex International Employee Plan, and each Cybex Employment Agreement including (substituting for such including without limitation) all amendments thereto and written interpretations thereof)all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Cybex Employee Plan; (iii) the three two (2) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Cybex Employee Plan or related trustPlan; (iv) if the Parent Cybex Employee Plan is funded, the most recent annual and periodic accounting of Parent Cybex Employee Plan assets; (v) the most recent summary plan description together with the summary summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Cybex Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Cybex Employee or Parent Cybex Employees relating to any Parent Cybex Employee Plan and any proposed Parent Cybex Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to ParentCybex; (viii) all correspondence to or from any governmental agency relating to any Cybex Employee Plan; (ix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years discrimination tests for each Cybex Employee Plan, if applicable; and (xxi) all registration statements statements, annual reports (Form 11K and all attachments thereto) and prospectuses prepared in connection with each Parent Cybex Employee Plan.