Common use of Documents Clause in Contracts

Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement including all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed with respect to each Company Employee Plan, (iii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plan, 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 the Company or any of its Subsidiaries, (vii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viii) all COBRA forms and related notices, (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 attachments thereto) and prospectuses, if any, prepared in connection with each 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. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying each the Company Employee Plan and each Employee Employment Agreement including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) 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; (ii) the most recent annual actuarial valuations, if any, prepared for each 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, filed required under ERISA or the Code in connection with respect to each the Company Employee Plan, ; (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of the Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each the Company Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, ; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all communications material during the last year to any Employee or Employees relating to any the Company Employee Plan and any proposed the Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, Company; (viiviii) all material correspondence to or from any governmental agency relating to any the Company Employee Plan, ; (viiiix) all COBRA forms and related notices, notices (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, or such forms and notices as required under comparable law); (x) any the three (3) most recent plan years discrimination tests for each the Company Employee Plan for the three most recent plan years, Plan; and (xi) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying each Company Employee Plan and each Employee Employment Agreement including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) 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; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, ; (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, ; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, Company; (viiviii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, ; (viiiix) all COBRA forms and related notices, notices (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, or such forms and notices as required under comparable law); (x) any the three (3) most recent plan years discrimination tests for each Company Employee Plan for the three most recent plan years, Plan; and (xi) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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. The Company and each of its Subsidiaries ERISA Affiliate has provided or made available to Parent (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement including including, without limitation, all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, (ii) the three most recent annual reports (Form Series 5500 and all schedules schedules, audit reports and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, (iii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plan, 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 the Company or any of its Subsidiaries, (vii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viii) all model COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) any discrimination all nondiscrimination tests and related reports and summaries for each Company Employee Plan for the three most recent plan years, (xi) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each Company Employee Plan, (xii) all HIPAA Privacy Notices privacy notices and all Business Associate Agreements, as currently in use or effect, business associate agreements to the extent required under HIPAA and HIPAA, (xiii) all form notices to Medicare-eligible participants under Part D of the most recent Medicare Prescription Drug, Improvement and Modernization Act of 2003 (“Medicare Part D”), and (xiv) all IRS determination or opinion letterletters, if anyas applicable, issued with respect to each Company Employee Plan.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent Parent: (i) correct accurate and complete copies of all documents embodying each United States Company Employee Plan and each United States Employee Agreement Agreement, including all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, ; (ii) the most recent annual actuarial valuations, if any, prepared for each 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, filed required under ERISA or the Code in connection with respect to each United States Company Employee Plan, ; (iiiiv) if the for each United States Company Employee Plan that is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) each summary of material modifications thereto, if any, required under ERISA with respect to each United States Company Employee Plan; (vi) the most recent IRS determination, opinion, notification and advisory letters with respect to each United States Company Employee Plan, and all applications and correspondence to or from the IRS or the DOL with respect to any such letter; (vvii) all material written agreements and contracts Contracts relating to each United States Company Employee Plan, including administrative service agreements agreements, group annuity contracts and group insurance contracts, ; (viviii) all communications material during the last year to any Employee or Employees relating to any United States Company Employee Plan and or any proposed United States Company Employee Plan, 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 the Company or any of its Subsidiaries, the Acquired Corporations; (viiix) all material correspondence to or from any governmental agency Governmental Body relating to any United States Company Employee Plan; (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, ); (viii) all COBRA forms and related notices, (ixxi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, ; (xxii) any the three most recent plan years discrimination tests for each Company Employee Plan for the three most recent plan years, Plan; and (xixiii) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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. The Company and each of its Subsidiaries Seller has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying each Company Seller Employee Plan and each Employee Employment Agreement including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) 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; (ii) the most recent annual actuarial valuations, if any, prepared for each Seller Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Seller Employee Plan, ; (iiiiv) if the Company Seller Employee Plan is funded, the most recent annual and periodic accounting of Company Seller Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Seller Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, ; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all written communications material during the last year to any Employee or Employees relating to any Company Seller Employee Plan and any proposed Company Seller Employee PlanPlans, 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 the Company or any of its Subsidiaries, Seller; (viiviii) all material correspondence to or from any governmental agency relating to any Company Seller Employee Plan, ; (viiiix) all COBRA forms and related notices, notices (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, or such forms and notices as required under comparable law); (x) any the three (3) most recent plan years discrimination tests for each Company Seller Employee Plan for the three most recent plan years, Plan; and (xi) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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 Seller Employee Plan.

Documents. The Company and each of its Subsidiaries has provided Companies have provided, or made available have caused to Parent be provided, to Purchaser: (i) correct current, accurate and complete copies of all material documents embodying or relating to each Company Employee Benefit Plan and each written Employee Agreement Agreement, including all amendments thereto (thereto, written interpretations thereof, side letters of understanding and trust or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, funding agreements with respect thereto; (ii) the three two (2) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA in connection with respect to each Company Employee Plan, Benefit Plan or related trust; (iii) if the Company 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 Company Employee Plan assets, Section 401(a) of the Code; (iv) the most recent summary plan description together with the summary(ies) most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Benefit Plan, ; (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all communications material during the last year to any Employee or Employees relating to any each Company Employee Benefit Plan and any proposed Company Employee Plansince January 1, in each case, relating 2003; (vi) a schedule of all Employees who have been granted options to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result purchase capital stock in any material liability of the Companies or Seller, 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 Company or any of its Subsidiaries, date hereof; and (vii) current, accurate and complete copies of all material correspondence special written agreements entered into on or after July 8, 2005 relating to, among other subjects, severance or retention payments pursuant to which (1) severance payments are to be made to Employees whose employment with any of the Companies is terminated within six months after the Closing Date or from any governmental agency relating (2) retention payments are to any Company Employee Plan, (viii) all COBRA forms and related notices, (ix) all policies pertaining be made 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 attachments thereto) and prospectuses, if any, prepared in connection with each 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 PlanEmployees.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying each Company Employee Plan, International Employee Plan and each Employee Agreement including including, without limitation, all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, ; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, ; (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, ; (vvi) all material written IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or DOL with respect to any such application or letter; (vii) all agreements and contracts relating to each Company Employee Plan, including International Employee Plan and Employee Agreement, including, but not limited to, administrative service agreements agreements, group annuity contracts and group insurance contracts, if any; (viviii) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, Company; (viiix) all material correspondence to or from any governmental agency relating to any Company Employee Plan, ; (viiix) all COBRA forms and related notices, notices (ixor 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, ; (xxii) any discrimination tests for each Company Employee Plan for the three (3) most recent plan years, ; and (xixiii) the most recent all registration statements, annual reports (Form 1110-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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. The Company and each of its Subsidiaries Talarian has provided or made available to Parent --------- TIBCO: (i) correct and complete copies of all material documents embodying to each Company Talarian Employee Plan and each Employee Agreement including all amendments thereto (or and written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Talarian Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Talarian Employee Plan, Plan or related trust; (iiiiv) if the Company Talarian Employee Plan is funded, the most recent annual and periodic accounting of Company Talarian Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Talarian Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Talarian Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Talarian Employee Plan; (vvii) all material written agreements and contracts relating to each Company Talarian Employee Plan, including including, but not limited to, administrative service agreements agreements, group annuity contracts and group insurance contracts, ; (viviii) all communications material during the last year to any Employee or Employees relating to any Company Talarian Employee Plan and any proposed Company Talarian Employee PlanPlans, 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 the Company or any of its Subsidiaries, (vii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viii) all COBRA forms Talarian; and related notices, (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 statements and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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 Talarian Employee Plan.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying each Company Employee Plan and each Employee Employment Agreement including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) 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 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 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, filed required under ERISA, the Code or other applicable Legal Requirement in connection with respect to each Company Employee Plan, (iii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, ; (v) all IRS determination, opinion, notification and advisory letters, and all material written agreements applications and contracts relating correspondence to each Company Employee Plan, including administrative service agreements and group insurance contracts, or from the IRS or the DOL with respect to any such application or letter; (vi) all material communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, Company; (vii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, ; (viii) all COBRA forms and related notices, notices (or such forms and notices as required under comparable Legal Requirements); (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, three (x3) any most recent plan years discrimination tests for each Company Employee Plan for the three most recent plan years, Plan; and (xix) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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. The Company and each of its Subsidiaries Healthvision has provided or has made available to Parent Neoforma: (i) correct and complete copies of all documents embodying each Company Healthvision Employee Plan and each Employee Agreement including all amendments thereto (or and written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Healthvision Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Healthvision Employee Plan, Plan or related trust; (iiiiv) if the Company Healthvision Employee Plan is funded, the most recent annual and periodic accounting of Company Healthvision Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Healthvision Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Healthvision Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Healthvision Employee Plan; (vvii) all material written agreements and contracts relating to each Company Healthvision Employee Plan, including including, but not limited to, administrative service agreements agreements, group annuity contracts and group insurance contracts, ; (viviii) all communications material during the last year to any Employee or Employees relating to any Company Healthvision Employee Plan and any proposed Company Healthvision Employee PlanPlans, 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 the Company or any of its Subsidiaries, Healthvision; (vii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viiiix) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, ; and (x) any discrimination tests for each Company Employee Plan for the three most recent plan years, (xi) the most recent all registration statements, annual reports (Form 11-K statements and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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 Healthvision Employee Plan.

Documents. The Company and each of its Subsidiaries has provided or made available delivered to Parent (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement Plan, including all amendments thereto thereto; (or written descriptions of any unwritten ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plans or Employee Agreements) and all related trust documents, Plan; (iiiii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or the Code, or any similar Laws of other jurisdictions applicable to the Company in connection with respect to each Company Employee Plan, Plan or related trust; (iiiiv) if the any Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings from the IRS or any similar Governmental Entity having jurisdiction over the Company relating to 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, United States Department of Labor (“DOL” or any other Governmental Entity with respect to any Company Employee Plan, (vvii) all material written agreements and contracts relating to each Company Employee Plan, including fidelity or ERISA bonds, administrative service agreements agreements, group annuity contracts and group insurance contracts, ; (viviii) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, and which are not reflected in the current summary plan description and plan document; (viiix) all material correspondence to or from any governmental agency forms and notices relating to any Company Employee Plan, the provision of post-employment continuation of health coverage; (viii) all COBRA forms and related notices, (ixx) all policies pertaining to fiduciary liability insurance covering the fiduciaries for of each Company Employee Plan; (xi) all discrimination and qualification tests, (x) any discrimination tests if any, for each Company Employee Plan for the three most recent plan years, year; and (xixii) the most recent all registration 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, if any, prospectuses prepared in connection with each 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. The Company and each of its Subsidiaries STB has provided or made available to Parent 3Dfx (i) correct and complete copies of all documents embodying or relating to each Company STB Employee Plan and each STB Employee Agreement including all amendments thereto (or and written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each STB Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and ad all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company STB Employee Plan, Plan or related trust; (iiiiv) if the Company STB Employee Plan is funded, the most recent annual and periodic period accounting of Company STB Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company STB Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, ; (vi) all IRS determination letters and rulings relating to STB Employee Plans and copies of all applications and correspondence to or from the IRS or the Department of Labor ("DOL") with respect to any STB Employee Plan; (vii) all communications material during the last year to any STB Employee or STB Employees relating to any Company STB Employee Plan and any proposed Company STB Employee PlanPlans, 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 the Company or any of its Subsidiaries, (vii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, STB; and (viii) all COBRA forms registration statements and related notices, (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 attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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 STB Employee Plan.

Documents. The Company and each of its Subsidiaries 3Dfx has provided or made available to Parent STB (i) correct and complete copies of all documents embodying or relating to each Company 3Dfx Employee Plan and each 3Dfx Employee Agreement including all amendments thereto (or and written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documentsinterpretations thereof, (ii) the most recent annual actuarial valuations, if any, prepared for each 3Dfx Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company 3Dfx Employee Plan, Plan or related trust; (iiiiv) if the Company any 3Dfx Employee Plan is funded, the most recent annual and periodic accounting of Company 3Dfx Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company 3Dfx Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, ; (vi) all IRS determination letters and rulings relating to 3Dfx Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any 3Dfx Employee Plan; (vii) all communications material during the last year to any 3Dfx Employee or 3Dfx Employees relating to any Company 3Dfx Employee Plan and any proposed Company 3Dfx Employee PlanPlans, 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 the Company or any of its Subsidiaries, (vii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, 3Dfx; and (viii) all COBRA forms registration statements and related notices, (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 attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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 3Dfx Employee Plan.

Documents. The Company and each has provided, or will provide as soon as practicable following the execution of its Subsidiaries has provided or made available this Agreement, to Parent Parent: (i) correct and complete copies of all documents embodying to each Company Employee Plan and each Employee Agreement including all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, thereto; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, Plan or related trust; (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to 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 Company Employee Plan; (vvii) all material written agreements and contracts relating to each Company Employee Plan, including including, but not limited to, administrative service agreements agreements, group annuity contracts and group insurance contracts, ; (viviii) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, (vii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viii) all COBRA forms Company; and related notices, (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 statements and all attachments thereto) and prospectuses, if any, current prospectuses prepared in connection with each 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. The Company and each of its Subsidiaries Neoforma has provided or has made available to Parent Healthvision: (i) correct and complete copies of all documents embodying each Company Neoforma Employee Plan and each Employee Agreement (substituting for such including all amendments thereto (or and written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, interpretations thereof); (ii) the most recent annual actuarial valuations, if any, prepared for each Neoforma Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Neoforma Employee Plan, Plan or related trust; (iiiiv) if the Company Neoforma Employee Plan is funded, the most recent annual and periodic accounting of Company Neoforma Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Neoforma Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Neoforma Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Neoforma Employee Plan; (vvii) all material written agreements and contracts relating to each Company Neoforma Employee Plan, including including, but not limited to, administrative service agreements agreements, group annuity contracts and group insurance contracts, ; (viviii) all communications material during the last year to any Neoforma Employee or Neoforma Employees relating to any Company Neoforma Employee Plan and any proposed Company Neoforma Employee PlanPlans, 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 the Company or any of its Subsidiaries, Neoforma; (vii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viiiix) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, ; and (x) any discrimination tests for each Company Employee Plan for the three most recent plan years, (xi) the most recent all registration statements, annual reports (Form 11-K statements and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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 Neoforma Employee Plan.

Documents. The Company and each of its Subsidiaries Parent has provided or has made available to Parent VHA: (i) correct and complete copies of all documents embodying each Company Parent Employee Plan and each Employee Agreement (including all amendments thereto (or and written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, 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, filed required under ERISA or the Code in connection with respect to each Company Parent Employee Plan, Plan or related trust; (iiiiv) if the Company Parent Employee Plan is funded, the most recent annual and periodic accounting of Company Parent Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company 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; (vvii) all material written agreements and contracts relating to each Company Parent Employee Plan, including including, but not limited to, administrative service agreements agreements, group annuity contracts and group insurance contracts, ; (viviii) all communications material during the last year to any Parent Employee or Parent Employees relating to any Company Parent Employee Plan and any proposed Company Parent Employee PlanPlans, 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 the Company or any of its Subsidiaries, Parent; (vii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viiiix) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, ; and (x) any discrimination tests for each Company Employee Plan for the three most recent plan years, (xi) the most recent all registration statements, annual reports (Form 11-K statements and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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 Parent Employee Plan.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan Plan, International Employee Plan, and each Employee Agreement including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, ; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, ; (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination or opinion letters, any notification or advisory letters, and all correspondence to or from the IRS or the DOL with respect to any pending application or letter; (vvii) all material written agreements and contracts relating to each Company Employee Plan, including including, but not limited to, administrative service agreements agreements, group annuity contracts and group insurance contracts, ; (viviii) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, Company; (viiix) all material correspondence to or from any governmental agency relating to any Company Employee Plan, Plan (viiiother than correspondence of the types described in (vi) above); (x) all COBRA forms and related notices, notices (ixor 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, ; (xxii) any the most recent plan year discrimination tests for each Company Employee Plan for the three most recent plan years, Plan; and (xixiii) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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. The Company and each of its Subsidiaries has provided or made available to Parent (i) Parent: correct and complete copies of (i) all documents embodying each Company Employee Plan Plan, International Employee Plan, and each Employee Agreement including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, ; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed under ERISA or the Code in connection with respect to each Company Employee Plan, ; (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, ; (vvi) all IRS determination, opinion, notification and advisory letters, and all material applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all written agreements and contracts Contract relating to each Company Employee Plan, including including, but not limited to, administrative service agreements agreements, group annuity Contracts and group insurance contracts, Contracts; (viviii) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, Company; (viiix) all material correspondence to or from any governmental agency relating to any Company Employee Plan, ; (viiix) all COBRA forms and related notices, notices (ixor 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, ; (xxii) any the three (3) most recent plan years discrimination tests for each Company Employee Plan for the three most recent plan years, Plan; and (xixiii) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of all documents embodying each Company Employee Plan (including each International Employee Plan, if any) and each Employee Agreement including including, without limitation, all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, ; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, ; (iii) if the a Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (iv) the most recent summary plan description together with the summary(ies) any summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, ; (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, ; (vi) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plan, 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 the Company or any of its Subsidiaries, Company; (vii) 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, ; (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, ; (x) any discrimination tests all nondiscrimination test reports and summaries for each Company Employee Plan for the three most recent plan years, ; (xi) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each Company Employee Plan, ; (xii) all HIPAA Privacy Notices Notices, notices of creditable coverage, and all Business Associate Agreements, as currently in use or effect, Agreements to the extent required under HIPAA HIPAA; and (xiii) the most recent all IRS determination or opinion letterletter issued, if any, 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.

Documents. The Company and each of its Subsidiaries ERISA Affiliate has provided or made available to Parent Purchaser (i) correct and complete copies of all documents embodying each Company Employee Plan and each material Employee Agreement Agreement, including all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, if any, (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, (iii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (v) all material written agreements and contracts Contracts relating to each Company Employee Plan, including trust agreements, administrative service agreements and group insurance contractsContracts, (vi) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plan, 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 the Company or any of its SubsidiariesCompany, (vii) all material correspondence correspondence, if any, to or from any governmental agency relating to any Company Employee Plan, (viii) all forms of COBRA forms notices and related noticesoutsourcing Contracts, (ix) all policies policies, if any, pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) any all discrimination tests tests, if any, for each Company Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years, and (xi) the most recent registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prepared in connection with each 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, letter issued with respect to each Company Employee PlanPlan intended to be qualified under Section 401(a) of the Code.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement including including, without limitation, all amendments thereto (or and written descriptions of any unwritten Company Employee Plans or Employee Agreements) interpretations thereof and all related trust documents, ; (ii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, ; (iii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (iv) the most recent summary plan description together with the summary(ies) summaries of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, ; (v) all material written agreements and contracts relating to each Company Employee Plan, including including, without limitation, administrative service agreements and group insurance contracts, ; (vi) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plan, 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 the Company or any of its Subsidiaries, ; (vii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, ; (viii) all COBRA forms and related notices, ; (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, ; (x) any all discrimination tests for each Company Employee Plan for the three (3) most recent plan years, ; (xi) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each Company Employee Plan, ; and (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, letter issued with respect to each Company Employee Plan.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement including including, without limitation, all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, service agreements, investment and funding policies or guidelines, and administrative or investment committee charters, (ii) the three most recent annual reports (Form Series 5500 and all audit reports, schedules and financial statements attached thereto), if any, filed required under ERISA or the Code or by any other applicable Law in connection with respect to each Company Employee Plan, (iii) if the Company Employee Plan is funded, the three most recent annual and periodic accounting accountings of Company Employee Plan assetsassets and the most recent actuarial valuations, (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA or by any other applicable Law with respect to each Company Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service and vendor agreements and group insurance contracts, as well as any stop-loss, excess or similar policy pertaining to a Welfare Plan, (vi) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan Plan, Employee Agreement and any proposed Company Employee PlanPlan and any proposed Employee Agreement, 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 the Company or any of its SubsidiariesCompany, (vii) all material correspondence to or from any governmental agency relating to any Company Employee PlanPlan or Employee Agreement, (viii) all COBRA forms nondiscrimination tests, reports and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) any discrimination tests summaries 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 attachments thereto) and prospectuses, if any, prepared in connection with each Company Employee Plan, (xii) all HIPAA Privacy Notices and all Business Associate Agreements, as currently in use IRS (or effect, to the extent required under HIPAA and (xiiiany other applicable Tax Authority) the most recent IRS determination or opinion letter, if any, letters issued with respect to each Company Employee Plan, if applicable. All forms, reports or returns required to be filed with the DOL, IRS or any other Governmental Authority with respect to any Company Employee Plan have been timely and properly filed.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement including all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documentsdocuments (provided that for Employee Agreements that are standard form agreements, the form, rather than each individual agreement, has been provided, with the exception that any Employee Agreement that deviates materially from the form will be separately provided), (ii) the three most recent annual reports report (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, (iii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all material communications material during within the last year past three (3) years to any Employee or Employees relating to any Company Employee Plan and or any proposed Company Employee Plan, in each case, including communications 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 the Company or any of its Subsidiaries, (vii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Employee PlanPlan within the past three (3) years, (viii) all forms of COBRA forms notices and related noticesoutsourcing contracts, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) any all discrimination tests for each Company Employee Plan for the three most recent plan years, (xi) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each Company Employee PlanPlan within the past three (3) years, (xii) all forms of HIPAA Privacy Notices and all forms of Business Associate Agreements, as currently in use or effect, Agreements to the extent required under HIPAA and (xiii) the most recent IRS determination or opinion letter, if any, letter issued with respect to each Company Employee Plan.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent Buyer: (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement including all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, (iii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (v) all material written agreements and contracts Contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) each affirmative action plan, if applicable, (vii) all communications material during the last year to any Employee employee or Employees employees relating to any Company Employee Plan and any proposed Company Employee Plan, 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 the Company or any of its SubsidiariesCompany, (viiviii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan, (viiiix) all model COBRA forms and related notices, (ixx) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (xxi) any all discrimination tests for each Company Employee Plan for the three most recent plan years, (xixii) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each Company Employee Plan, (xiixiii) all HIPAA Privacy Notices privacy notices and all Business Associate Agreements, as currently in use or effect, business associate agreements to the extent required under HIPAA and (xiiixiv) the most recent IRS determination or opinion letter, if any, letter issued with respect to each Company Employee Plan.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying each Company Employee Plan, International Employee Plan and each Employee Employment Agreement including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) 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; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, ; (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, ; (vi) 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; (vii) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan, any International Employee Plan and any proposed Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, subsidiaries; (viiviii) all material correspondence to or from any governmental agency relating to any Company Employee Plan or International Employee Plan, ; (viiiix) samples of all COBRA forms and related notices, notices (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, or such forms and notices as required under comparable law); (x) any where applicable, the three (3) most recent plan years discrimination tests for each Company Employee Plan for the three most recent plan years, Plan; and (xi) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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. The Company and each of its Subsidiaries has provided or made available to Parent Purchaser (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including all amendments thereto and written interpretations thereof; (or written descriptions of any unwritten ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plans or Employee Agreements) and all related trust documents, Plan; (iiiii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, Plan or related trust that is sponsored by the Company and the most recent such report for all other Company Employee Plans; (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, ; (vi) all IRS determination, opinion, and advisory letters relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS or the Department of Labor ("DOL") with respect to any Company Employee Plan; (vii) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans in either case that is an employee pension benefit plan within the meaning of Section 3(2) of ERISA, 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 the Company or any of its Subsidiaries, (vii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, Company; (viii) all COBRA forms registration statements and related notices, prospectuses prepared in connection with each Company Employee Plan; 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 attachments thereto) and prospectuses, if any, prepared in connection with each 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 Planyear.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of the following items, all of which are listed in Section 2.20(c) of the Company Schedule: (i) all documents embodying each Company Employee Plan and each Employee Agreement including Agreement, and all amendments thereto (or and written descriptions of any unwritten Company Employee Plans or Employee Agreements) interpretations thereof 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 Company Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, Plan or related trust; (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) summaries of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, ; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS or the Department of Labor (“DOL”) with respect to any Company Employee Plan; (vii) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, the Surviving Corporation; (viiviii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan, ; (viiiix) all the most recent 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, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries if any, 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 attachments thereto) and prospectuses, if any, prepared in connection with each 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. The Company and each of its Subsidiaries has provided or made available to Parent Purchaser (i) correct and complete copies of all current documents embodying each Company Employee Plan and each Employee Agreement including all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, (ii) the three most recent annual reports report (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, (iii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, (iv) the most recent summary plan description together with the summary(ies) of material Material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (viv) all material Material written agreements and contracts Contracts relating to each Company Employee Plan, including administrative service agreements Contracts and group insurance contractsContracts, (viv) all communications material during the last year Material to any Employee employee or Employees employees relating to any Company Employee Plan and any proposed Company Employee Plan, 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 the Company or any of its SubsidiariesAcquired Companies, (viivi) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan, (viiivii) all COBRA model Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) forms and related notices, (ixviii) all policies pertaining to fiduciary liability insurance maintained by the Acquired Companies covering the fiduciaries for each Company Employee Plan, (xix) with respect to any Company Employee Plan intended to be tax-qualified pursuant to Section 401(a) of the Code, all discrimination tests for each Company Employee Plan for the three (3) most recent plan years, (xix) the most recent registration statements, annual reports (Form 11-K HIPAA privacy notices and all attachments thereto) and prospectuses, if any, prepared in connection with each Company Employee Plan, (xii) all HIPAA Privacy Notices and all Business Associate Agreements, as currently in use or effect, business associate Contracts to the extent required under HIPAA and HIPAA, (xiiixi) with respect to any Company Employee Plan intended to be tax-qualified pursuant to Section 401(a) of the Code, the most recent IRS determination or opinion letter, if any, letter issued with respect to such Company Employee Plan and (xii) all rulings or notices issued by a Governmental Entity with respect to each Company Employee Plan.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement including 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 (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and thereto, all related trust documents, and the most recent summary plan description together with the summary(ies) of material modifications thereto, if any (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, (iii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (v) all material written agreements and contracts Contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (v) 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 during the last year to any Employee employee or Employees employees relating to any Company Employee Plan and any proposed Company Employee Plan, 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 the Company or any of its SubsidiariesCompany, (vii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan, (viii) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) any all discrimination tests for each Company Employee Plan for the three most recent plan years, and (xi) the most recent registration statementsIRS determination, annual reports (Form 11-K opinion, notification and all attachments thereto) and prospectuses, if any, prepared in connection with each 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, advisor letters issued with respect to each 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. The Company and each of its Subsidiaries has provided or made available to Parent Parent: (i) correct accurate and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement including all amendments thereto and written interpretations thereof; (or written descriptions of any unwritten ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plans or Employee Agreements) and all related trust documents, Plan; (iiiii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, Plan or related trust; (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Company Employee Plan; (vvii) all material written agreements and contracts relating to each Company Employee Plan, including including, but not limited to, administrative service agreements agreements, group annuity contracts and group insurance contracts, ; (viviii) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, Company; (vii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viiiix) all COBRA forms and related notices, (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 all registration statements, annual reports (Form 11-K statements and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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 (xiiixi) 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 most recent 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 determination or opinion letter, if any, issued 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. The Company and each of its Subsidiaries HBF has provided or or, except in the case of clause (i) below, made available through Novacare to Parent Purchaser: (i) correct and complete copies of all documents embodying relating to each Company HBF Employee Plan and each Employee Agreement including all amendments thereto (or and written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each HBF Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company HBF Employee Plan, Plan or related trust; (iiiiv) if the Company HBF Employee Plan is funded, the most recent annual and periodic accounting of Company HBF Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company HBF Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to HBF Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any HBF Employee Plan; (vvii) all material written agreements and contracts relating to each Company HBF Employee Plan, including including, but not limited to, administrative service agreements agreements, group annuity contracts and group insurance contracts, ; (viviii) all communications material during the last year to any Employee or Employees relating to any Company HBF Employee Plan and any proposed Company HBF Employee PlanPlans, 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 the Company or any of its Subsidiaries, HBF; (vii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viiiix) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, ; and (x) any discrimination tests for each Company Employee Plan for the three most recent plan years, (xi) the most recent all registration statements, annual reports (Form 11-K statements and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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 HBF Employee Plan.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of all nonprivileged documents embodying or materially affecting the interpretation or application of each Company Employee Plan and each Company Employee Agreement including all amendments thereto (or written descriptions thereto, and, to the Knowledge of any unwritten Company Employee Plans or Employee Agreements) and all related trust documentsthe Company, there are no privileged documents pertaining to such matters; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Defined Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, Plan or related trust; (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan, (v) all Plan which has a material written agreements and contracts relating to each adverse effect on such Company Employee Plan, including administrative service agreements and group insurance contracts, ; (vi) the most recent IRS determination, opinion, notification or advisory letters as applicable, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS or the Department of Labor ("DOL") with respect to any Company Employee Plan; (vii) all communications material during the last year to any Company Employee or Company Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, (vii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, Company; and (viii) all COBRA forms registration statements and related notices, (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 attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each Company Employee Plan, (xii) all HIPAA Privacy Notices and all Business Associate Agreements, as currently in use or effect, to Plan not otherwise publicly available on the extent required under HIPAA and (xiii) the most recent IRS determination or opinion letter, if any, issued with respect to each Company Employee PlanSEC website.

Documents. The Company and each of its Subsidiaries LTX-Credence has provided or made available to Parent (i) Verigy correct and complete copies of of: (i) all documents embodying each Company Employee LTX-Credence Benefit Plan and each LTX-Credence Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) 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 such LTX-Credence Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each LTX-Credence Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee LTX-Credence Benefit Plan, ; (iiiiv) if the Company Employee any LTX-Credence Benefit Plan is funded, the most recent annual and periodic accounting of Company Employee LTX-Credence Benefit Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee LTX-Credence Benefit Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, ; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material communications material during the last year from LTX-Credence or its ERISA Affiliates to any LTX-Credence Employee or LTX-Credence Employees relating to any Company Employee LTX-Credence Benefit Plan and any proposed Company Employee PlanLTX-Credence Benefit 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 liability material liability to the Company or any of LTX-Credence and its Subsidiaries, taken as a whole; (viiviii) all material correspondence to or from any governmental agency relating to any Company Employee LTX-Credence Benefit Plan, (viii) all COBRA forms ; and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, three (x3) any most recent plan years’ discrimination tests for each Company Employee LTX-Credence Benefit Plan for the three most recent plan years, (xi) the most recent registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prepared in connection with each 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 Planwhich such tests are required.

Documents. The Company and each of its Subsidiaries ERISA Affiliates has provided or made available Made Available, to Parent the extent applicable: (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement including all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with each Company Employee Plan, except with respect to each any PEO Company Employee Plan, (iii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, (iv) the most recent summary plan description together with the summary(ies) of material all modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all material communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plan, 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 the Company or any of its Subsidiariesschedules, (vii) all material non-routine correspondence to or from any governmental agency relating to any Company Employee Plan, (viii) all model COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) any all discrimination tests for each Company Employee Plan for the three most recent plan years, and (xi) the most recent registration statementsIRS determination, annual reports (Form 11-K and all attachments thereto) and prospectusesopinion, if any, prepared in connection with each Company Employee Plan, (xii) all HIPAA Privacy Notices and all Business Associate Agreements, as currently in use notification or effect, to the extent required under HIPAA and (xiii) the most recent IRS determination or opinion letter, if any, advisory letters issued with respect to each Company Employee Plan. No promises or commitments have been made to amend any Company Employee Plan except to the extent required by applicable Laws or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. No verbal promises or representations have been made by authorized representatives of the Company to any Employees to increase their compensation following the Agreement Date or to continue their employment for any specific duration.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of all documents embodying or, if no plan documents exist, each Company Employee Plan and each Employee Agreement including all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code or by any other applicable Law in connection with respect to each Company Employee Plan, (iii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA or by any other applicable Law with respect to each Company Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) each affirmative action plan, if applicable, (vii) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plan, 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 the Company or any of its Subsidiaries, (viiviii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viiiix) all model COBRA forms and related model notices, (ixx) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (xxi) any all 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 attachments thereto) and prospectuses, if any, prepared in connection with each 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 (or any other applicable tax authority) determination or opinion letter, if any, letter issued with respect to each Company Employee PlanPlan and (xiii) true, correct and complete copies of all election statements under Section 83(b) of the Code that are in the possession of the Company or subject to its control with respect to any unvested Company Common Stock or other property issued by the Company.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent Acquiror true, correct and complete copies, as applicable, of (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement including all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documentsdocuments (and descriptions of the material terms of any such plan that is not in writing), (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required to be filed in connection with respect to each Company Employee Plan, (iii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of such Company Employee Plan assets, (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all material communications material during the last year to any current Company Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plan, 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 the Company or any of its SubsidiariesCompany Subsidiary, (vii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan other than routine correspondence in the normal course of operations of such Company Employee Plan, (viii) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (xix) any all discrimination tests for each Company Employee Plan for the three most recent plan years, and (xix) the most recent registration statements, annual reports Internal [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Revenue Service (Form 11-K and all attachments theretoor any other applicable Tax Authority) and prospectuses, if any, prepared in connection with each 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, letter issued with respect to each Company Employee Plan, if applicable.

Documents. The Company and each of its Subsidiaries has provided or previously made available to Parent Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement Plan, including all amendments thereto and written interpretations thereof; (or written descriptions of any unwritten ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plans or Employee Agreements) and all related trust documents, Plan; (iiiii) the three most recent annual reports (Form including Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code, or any similar Laws of other jurisdictions applicable to the Company or its Subsidiaries, in connection with respect to each Company Employee Plan, Plan or related trust; (iiiiv) if the any Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan; (vi) all determination, opinion, notification and advisory letters and rulings from the IRS or any similar Governmental Entity having jurisdiction over the Company or its Subsidiaries relating to Company Employee Plans and copies of any correspondence regarding actual or potential audits or investigations to or from the IRS, DOL or any other Governmental Entity with respect to any Company Employee Plan; (vvii) all material written agreements and contracts relating to each Company Employee Plan, including fidelity or ERISA bonds, administrative service agreements agreements, group annuity contracts and group insurance contracts, ; (viviii) all material communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, and which are not reflected in the current summary plan description and plan document; (viiix) all material correspondence to or from any governmental agency forms and notices relating to any Company Employee Plan, the provision of post-employment continuation of health coverage; (viii) all COBRA forms and related notices, (ixx) all policies pertaining to fiduciary liability insurance covering the fiduciaries for of each Company Employee Plan; and (xi) all discrimination and qualification tests, (x) any discrimination tests if any, 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 attachments thereto) and prospectuses, if any, prepared in connection with each 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 Planyear.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent Parent: (i) correct i)correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents; (ii)the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iiiii)the three (3) the three most recent annual reports (Form Series 5500 Series5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, ; (iii) if iv)if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (iv) the v)the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vvii) all material written agreements and contracts relating to each Company Employee Plan, including including, but not limited to, administrative service agreements agreements, group annuity contracts and group insurance contracts, ; (vi) all viii)all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans 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 the Company or any of its Subsidiaries, schedules; (viiix) all material correspondence to or from any governmental agency Governmental Body relating to any Company Employee Plan, ; (viiix) all COBRA forms and related notices, ; (ixxi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, ; (xxii) any all discrimination tests for each Company Employee Plan for the three most recent plan years, year; and (xixiii) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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. The Company and each of its Subsidiaries has provided or made available to Parent Made Available (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement including all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documentsdocuments and all related management and/or monitoring and/or information documents and/or records required by Legal Requirements, (ii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, (iii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (v) all material written agreements and contracts currently in force relating to each Company Employee Plan, including administrative service agreements and group or other insurance contracts, (vi) all communications material during within the last year past three (3) years to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plan, 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 the Company or any of its SubsidiariesCompany, (vii) all material correspondence and/or notifications within the past three (3) years to or from any governmental agency or administrative service relating to any Company Employee Plan, (viii) all current model COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) any all discrimination tests for each Company Employee Plan for the three (3) most recent plan years, (xi) the most recent registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prepared in connection with each Company Employee Plan, (xii) all HIPAA Privacy Notices and all Business Associate Agreements, as currently in use or effect, Agreements to the extent required under HIPAA and (xiiixii) the most recent IRS determination determination, opinion, notification or opinion letter, if any, advisory letters issued with respect to each Company Employee PlanPlan that is a tax-qualified retirement plan. To the Company's Knowledge, 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.

Documents. The Company and each of its Subsidiaries Anergen has provided or made available to Parent Corixa: (i) correct and complete copies of all documents embodying to each Company Anergen Employee Plan and each forms of Employee Agreement Agreements, including all amendments thereto (or and written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documentsinterpretations thereof, (ii) the most recent annual actuarial valuations, if any, prepared for each Anergen Employee Plan, (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Anergen Employee PlanPlan or related trust, (iiiiv) if the Company Anergen Employee Plan is funded, the most recent annual and periodic accounting of Company Anergen Employee Plan assets, (ivv) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Anergen Employee Plan, (vvi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Anergen Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Anergen Employee Plan, (vii) all material written agreements and contracts relating to each Company Anergen Employee Plan, including including, but not limited to, administrative service agreements agreements, group annuity contracts and group insurance contracts, (viviii) all communications material during the last year to any Employee or Employees relating to any Company Anergen Employee Plan and any proposed Company Anergen Employee PlanPlans, 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 the Company or any of its SubsidiariesAnergen, (vii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viiiix) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, notices and (x) any discrimination tests for each Company Employee Plan for the three most recent plan years, (xi) the most recent all registration statements, annual reports (Form 11-K statements and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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 Anergen Employee Plan.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent Made Available (i) correct and complete and up-to-date copies of all documents embodying each Company Employee Plan and each Employee Agreement including all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documentsthereto, (ii) all summary descriptions of the three most recent annual reports Company Employee Plans provided to past or present participants therein, (Form Series 5500 and iii) all schedules and financial statements attached thereto), if any, filed contracts relating to Company Employee Plans with respect to which the Company may have any liability, including all funding agreements, insurance contracts, investment management contracts, subscription and participation agreements, record keeping agreements and other services agreements; (iv) as applicable, the two most recent actuarial reports and the financial statements for each Company Employee Plan, (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting evidence of any registration in respect of Company Employee Plan assets, (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee PlanPlans, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plan, 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 the Company or any of its Subsidiaries, and (viivi) all material correspondence to or from any governmental agency relating to any Company Employee Plan. To the Knowledge of the Company, (viiithere is no fact, condition or circumstance since the date of the documents provided in accordance with this Section 2.23(c) all COBRA forms which would materially affect the information contained therein and, in particular, and related noticeswithout limiting the generality of the foregoing, (ix) all policies pertaining no promises or commitments have been made to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) amend any discrimination tests for each Company Employee Plan for or to provide increased benefits thereunder to any of the three most recent plan yearsEmployees, (xi) the most recent registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prepared in connection with each Company Employee Plan, (xii) all HIPAA Privacy Notices and all Business Associate Agreements, except 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 Planby applicable legislation.

Documents. The Company and each of its Subsidiaries ERISA Affiliates has provided or made available to Parent Made Available (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement including all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, (iii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plan, 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 Liability to the Company or any of its SubsidiariesSubsidiary, (vii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viii) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (xix) any all 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 attachments thereto) and prospectuses, if any, prepared in connection with each 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 (xiiix) the most recent IRS determination determination, opinion, notification or opinion letter, if any, advisory letters issued with respect to each 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 (c) above, 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 to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. 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. The U.S. Administrative Agent (on behalf of itself and the Lenders) shall have received on or before the Closing Date all of the following: (i) this Agreement, the Notes, the Company Pledge Agreement, the Foreign Pledge Agreements, the Company Guaranty, the Domestic Subsidiary Guaranty, the Foreign Subsidiary Guaranties and all other agreements, documents and instruments described in the List of Closing Documents attached hereto and made a part hereof as Exhibit D, each duly executed where appropriate and in form and substance satisfactory to the Lenders and in sufficient copies for each of the Lenders; without limiting the foregoing, the Company hereby directs (A) each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement including all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documentsspecial counsel, (iix) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, (y) Kronish, Lieb, Weiner & ▇▇▇▇▇▇▇, and (z) Wendel, Rosen, Black & ▇▇▇▇ and (B) each of the three most recent annual reports (Form Series 5500 foreign counsel to the Borrowers listed in such List of Closing Documents to prepare and all schedules deliver to the Administrative Agent, the Syndication Agent, the Lenders and financial statements attached thereto)the Issuing Banks, if any, filed the opinions referred to in such List of Closing Documents with respect to each such counsel; (ii) a pro forma estimated balance sheet of the Acquired Businesses and the Company Employee Planand its Subsidiaries as of September 29, 1995, as referred to in Section 6.01(g) giving effect to the Acquisition and the transactions contemplated thereby and hereby; (iii) if audited financial statements of the Company Employee Plan is funded, the most recent annual and periodic accounting certain of Company Employee Plan assets, its Subsidiaries for Fiscal Year 1994; (iv) audited financial statements of the most recent summary plan description together with Acquired Businesses for Fiscal Year 1994, and unaudited financial statements of the summary(ies) Acquired Businesses prepared by management of material modifications theretothe Acquired Businesses for the period of Fiscal Year 1995 ending on September 29, if any, required under ERISA with respect to each Company Employee Plan, 1995; (v) all material written agreements forecasts giving effect to the Acquisition and contracts relating to the other transactions contemplated thereby and hereby prepared by management of the Company displaying (A) on a quarterly basis, anticipated balance sheets as at the end of each Company Employee Planof the four quarterly periods in 1996 and the related statements of income and cash flow for each such period and (B) on an annual basis, including administrative service agreements balance sheets as of December 31, 1997 and group insurance contractsDecember 31, 1998, and the related projected statements of income and cash flow for each such period; and (vi) all communications material during such additional documentation as the last year to any Employee or Employees relating to any Company Employee Plan Administrative Agent and any proposed Company Employee Plan, 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 the Company or any of its Subsidiaries, (vii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viii) all COBRA forms and related notices, (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 attachments thereto) and prospectuses, if any, prepared in connection with each 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 PlanLenders may reasonably request.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan Plan, International Employee Plan, and each Employee Agreement including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, ; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, ; (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vvii) all material written agreements and contracts relating to each Company Employee Plan, including including, but not limited to, administrative service agreements agreements, group annuity contracts and group insurance contracts, ; (viviii) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, Company; (viiix) all material correspondence to or from any governmental agency relating to any Company Employee Plan, ; (viiix) all COBRA forms and related notices, notices (ixor 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, ; (xxii) any the three (3) most recent plan years discrimination tests for each Company Employee Plan for the three most recent plan years, Plan; and (xixiii) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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. The Company and each of its Subsidiaries has provided or made available to Parent Acquiror (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement including including, without limitation, all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan, (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (vvi) all material written agreements and contracts relating to each Company Employee Plan, including including, without limitation, administrative service agreements and group insurance contracts, (vivii) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plan, 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 the Company or any of its SubsidiariesERISA Affiliate, (viiviii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viiiix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law), (ixx) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (xxi) any all discrimination tests for each Company Employee Plan for the three (3) most recent plan years, (xixii) the most recent all registration statements, annual reports (Form 11-11 K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each Company Employee Plan, (xiixiii) all “HIPAA Privacy Notices Notices” and all “Business Associate Agreements, as currently in use or effect, ” to the extent required under HIPAA and (xiiixiv) the most recent all IRS determination or opinion letteropinion, if any, notifications and advisory letters issued with respect to each Company Employee PlanPlan and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter.

Documents. The Prior to the Closing, the Company and each of its Subsidiaries has will have provided or made available to --------- Parent (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement Agreement, including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, (ii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, (iii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (v) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vi) all material written agreements and contracts relating to each Company Employee Plan, including without limitation administrative service agreements and group insurance contracts, (vivii) all communications by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company or any of its SubsidiariesCompany, (viiviii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viiiix) all COBRA forms and related notices, (ixx) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (xxi) any the three (3) most recent Plan years discrimination tests for each Company Employee Plan for the three most recent plan yearsPlan, and (xixii) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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. The Company and each of its Subsidiaries Technest has provided or made available to Parent (i) AccelPath correct and complete copies of of: (i) all documents embodying each Company Technest Employee Plan and each Employee Technest Employment Agreement including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) 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; (ii) the most recent annual actuarial valuations, if any, prepared for each Technest Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Technest Employee Plan, ; (iiiiv) if the Company Technest Employee Plan is funded, the most recent annual and periodic accounting of Company Technest Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Technest Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, ; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all communications material during the last year to any Employee or Employees relating to any Company Technest Employee Plan and any proposed Company Technest Employee PlanPlans, 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 the Company or any of its Subsidiaries, Technest; (viiviii) all material correspondence to or from any governmental agency relating to any Company Technest Employee Plan, ; (viiiix) all COBRA forms and related notices, notices (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, or such forms and notices as required under comparable law); (x) any the three (3) most recent plan years discrimination tests for each Company Technest Employee Plan for the three most recent plan years, Plan; and (xi) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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 Technest Employee Plan.

Documents. The Company and each of its Subsidiaries Seller has provided or made available to Parent (i) and Buyer correct and complete copies of of: (i) all material documents embodying each Company Employee Plan and each Employee Agreement Contract including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) 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 Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, ; (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, ; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the Department of Labor with respect to any such application or letter; (vii) all material communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company Seller or any of its Subsidiaries, ERISA Affiliate; (viiviii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, ; (viiiix) all COBRA forms and related notices, notices (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, or such forms and notices as required under comparable law); (x) any the three (3) most recent plan years discrimination tests for each Company Employee Plan for the three most recent plan years, Plan; and (xi) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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. The Company and each of its Subsidiaries has Affiliate have provided or made available to Parent (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement (other than Excluded Temporary Agreements) including all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan, (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (vvi) all material currently effective written agreements and contracts Contracts relating to each Company Employee PlanPlan in effect as of the date hereof, including administrative service agreements and group insurance contracts, (vivii) all material communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plan, in each casecase in the Company’s possession and, 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 the Company or any of its SubsidiariesCompany, (viiviii) other than correspondence provided routinely with respect to such Company Employee Plans, all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viiiix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law), (ixx) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (xxi) any all 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 attachments thereto) and prospectuses, if any, prepared in connection with each Company Employee Plan, (xii) all “HIPAA Privacy Notices Notices” and all “Business Associate Agreements, as currently in use or effect, ” to the extent required under HIPAA in effect as of the date hereof and (xiii) the most recent all IRS determination or opinion letteropinion, if any, notifications and advisory letters issued with respect to each Company Employee PlanPlan and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent Parent: (i) correct and complete --------- copies of all documents embodying each Company Employee Plan and each Employee Agreement including including, without limitation, all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, ; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, ; (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vvii) all material written agreements and contracts relating to each Company Employee Plan, including including, but not limited to, administrative service agreements agreements, group annuity contracts and group insurance contracts, ; (viviii) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, Company; (viiix) all material correspondence to or from any governmental agency relating to any Company Employee Plan, ; (viiix) all COBRA forms and related notices, ; (ixxi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, ; (xxii) any all discrimination tests for each Company Employee Plan for the three most recent plan years, year; and (xixiii) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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. The Company and each of its Subsidiaries Ridge has provided or made available to Parent Adaptec: (i) correct and complete copies of all documents embodying each Company Ridge Employee Plan and each Employee Agreement including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, ; (ii) the most recent annual actuarial valuations, if any, prepared for each Ridge Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Ridge Employee Plan, ; (iiiiv) if the Company any Ridge Employee Plan is funded, the most recent annual and periodic accounting of Company such Ridge Employee Plan Plan's assets, ; (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Ridge Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vvii) all material written agreements and contracts relating to each Company Ridge Employee Plan, including including, but not limited to, administrative service agreements agreements, group annuity contracts and group insurance contracts, ; (viviii) all communications material during the last year to any Employee or Employees relating to any Company Ridge Employee Plan and any proposed Company Ridge Employee PlanPlans, 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 the Company or any of its Subsidiaries, Ridge; (viiix) all material correspondence to or from any governmental agency relating to any Company Ridge Employee Plan, ; (viiix) all COBRA forms and related notices, ; (ixxi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Ridge Employee Plan, ; (xxii) any all discrimination tests for each Company Ridge Employee Plan for the three most recent plan years, year; and (xixiii) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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 Ridge Employee Plan.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct In relation to Drawings to be made on the Yell Completion Date: (A) the Yell Structure Document accurately records the structure of the Group as it will be immediately following the Yell Completion and complete copies includes details of all documents embodying Holding Companies of the Parent and of any minority shareholdings in any member of the Group held by any person who is not a member of the Group and details of all companies, joint ventures and partnerships in which any member of the Group has an interest or participation; (B) each Company Employee Plan of the companies identified in the Yell Structure Document as a “Dormant” company is a Dormant Company; (C) the Yell Acquisition Documents as furnished to the Facility Agent contain all the material terms of the Yell Acquisition; (D) the Investor Documents and the Subordination Agreement as furnished to the Facility Agent contain all the material terms of the agreements between the Vendor Noteholder (in relation to the Vendor Loan Note only), the holders of the Initial Subordinated Loan Stock and their respective Affiliates (in relation to the Initial Subordinated Loan Stock only), Topco, each member of the Group, the partners in Topco, the arrangements between the Investors and the general partner of Topco and the conditions relating to the exercise by such general partner of its rights and duties as general partner on such date; and (E) the Bridge Facility Finance Documents contain all material terms of the agreements between the Bridge Facility Finance Parties, the Issuer and each Employee Agreement including all amendments thereto (or written descriptions other member of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, the Group. (ii) In relation to the three most recent annual reports Drawing of the Tranche D Term Facility to be made on the ▇▇▇▇▇▇ Completion Date: (Form Series 5500 A) the ▇▇▇▇▇▇ Structure Document accurately records the structure of the Group as it will be immediately following the ▇▇▇▇▇▇ Completion and includes details of all schedules Holding Companies of the Parent and financial statements attached theretoof any minority shareholdings in any member of the Group held by any person who is not a member of the Group and details of all companies, joint ventures and partnerships in which any member of the Group has an interest or participation; (B) each of the companies identified in the ▇▇▇▇▇▇ Structure Document as a “Dormant” company is a Dormant Company; (C) the ▇▇▇▇▇▇ Acquisition Documents as furnished to the Facility Agent contain all the material terms of the ▇▇▇▇▇▇ Acquisition; (D) the Investor Documents and the Subordination Agreement as furnished to the Facility Agent contain all the material terms of the agreements between the Vendor Noteholder (in relation to the Vendor Loan Note only), the holders of the Subordinated Loan Stock and their respective Affiliates (in relation to the Subordinated Loan Stock only), Topco, each member of the Group, the partners in Topco, the arrangements between the Investors and the general partner of Topco and the conditions relating to the exercise by such general partner of its rights and duties as general partner on such date; (E) the Bridge Notes Finance Documents (if any) contain all material terms of the agreements between the Bridge Notes Finance Parties, filed with respect to the Issuer and each Company Employee Plan, other member of the Group. (iii) if The High Yield Notes Finance Documents contain all material terms of the Company Employee Plan is fundedagreements between the High Yield Noteholders, the most recent annual High Yield Notes Trustee, the Issuer and periodic accounting each other member of Company Employee Plan assets, (iv) the most recent summary plan description together with Group and the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (v) Discount High Yield Notes Finance Documents contain all material written terms of the agreements between the Discount High Yield Noteholders, the Discount High Yield Notes Trustee, the Issuer and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all communications material during other member of the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plan, 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 the Company or any of its Subsidiaries, (vii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viii) all COBRA forms and related notices, (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 attachments thereto) and prospectuses, if any, prepared in connection with each 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 PlanGroup.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent Parent: (i) correct and complete copies of all documents embodying to each Company Employee Plan and each Employee Agreement including 31 (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and thereto, all related trust documents, documents and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, Plan or related trust; (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan or related trust; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Company Employee Plan, ; (vvii) all material written agreements and contracts relating to each Company Employee Plan, including including, but not limited to, administrative service agreements agreements, group annuity contracts and group insurance contracts, ; (viviii) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, Company; (viiix) all material correspondence to or from any governmental agency relating to any Company Employee Plan, ; (viiix) all COBRA forms and related notices, ; (ixxi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, ; (xxii) any all discrimination tests for each Company Employee Plan for the three most recent plan years, year; and (xixiii) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and --------- complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including all amendments thereto and written interpretations thereof; (or written descriptions of any unwritten ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plans or Employee Agreements) and all related trust documents, Plan; (iiiii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, Plan or related trust; (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (vvii) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, ; (viviii) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, Company; (viiix) all material correspondence to or from any governmental agency relating to any Company Employee Plan, ; (viiix) all COBRA forms and related notices, ; (ixxi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests, (x) any discrimination tests if any, for each Company Employee Plan for the three most recent plan years, year; and (xixiii) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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. The Company and each of its Subsidiaries Cybex has provided or made available to Parent Apex: (i) correct and complete copies of all documents embodying each Company Cybex Employee Plan Plan, Cybex International Employee Plan, and each Employee Cybex Employment Agreement including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) 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; (ii) the three most recent annual actuarial valuations, if any, prepared for each Cybex Employee Plan; (iii) the two (2) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Cybex Employee Plan, ; (iiiiv) if the Company Cybex Employee Plan is funded, the most recent annual and periodic accounting of Company Cybex Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Cybex Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, ; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all communications material during the last year to any Cybex Employee or Cybex Employees relating to any Company Cybex Employee Plan and any proposed Company Cybex Employee PlanPlans, 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 the Company or any of its Subsidiaries, Cybex; (viiviii) all material correspondence to or from any governmental agency relating to any Company Cybex Employee Plan, ; (viiiix) all COBRA forms and related notices, notices (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, or such forms and notices as required under comparable law); (x) any the three (3) most recent plan years discrimination tests for each Company Cybex Employee Plan for the three most recent plan yearsPlan, if applicable; and (xi) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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 Cybex Employee Plan.

Documents. Section 2.10(a) of the Company Disclosure Letter sets forth a list of the following: (i) the Company Benefit Plans (as defined in 2.10(b) below); (ii) all severance and employment agreements of the Company with directors or executive officers; (iii) all material severance programs and policies of each of the Company and its Subsidiaries; (iv) all plans or agreements of the Company and its Subsidiaries relating to any of its current or former employees, consultants or directors (each, an “Employee”) pursuant to which benefits would vest or an amount would become payable or the terms of which would otherwise be altered, in any case, by virtue of the transactions contemplated hereby, (iv) each document embodying each Retirement Plan of the Company (a “Company Retirement Plan”); (iv) the Company Purchase Plan; and (v) each stock option plan, stock award plan, stock appreciation right plan, phantom stock plan, stock option, other equity or equity-based compensation plan, equity or other equity based award to any Person (whether payable in cash, shares or otherwise) (to the extent not issued pursuant to any of the foregoing plans) or other plan or Contract of any nature with any Person (whether or not an Employee) pursuant to which any stock, option, warrant or other right to purchase or acquire capital stock of the Company or right to payment based on the value of Company capital stock has been granted or otherwise issued, but, in any case excluding the Company Purchase Plan (such plans, collectively, “Stock Option Plans” and the Company Purchase Plan and the Stock Option Plans of the Company collectively, “Company Stock Option Plans”). The Company and each of its Subsidiaries has provided delivered or made available to Parent (ifor review the documents representing each of the items listed on Section 2.10(a) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement including all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed with respect to each Company Employee Plan, (iii) if the Company Employee Plan is fundedDisclosure Letter and any related tax returns, governmental correspondence, contracts or agreements, insurance policies, discrimination testing, prospectuses, determination, opinion or advisory letters from the most recent annual Internal Revenue Service and periodic accounting of Company Employee Plan assets, (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plan, 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 the Company or any of its Subsidiaries, (vii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viii) all COBRA forms and related notices, (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 attachments thereto) and prospectuses, if any, prepared in connection with each 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 Plandescriptions.

Documents. The Company and each ONElist has provided, or will provide within three (3) days following the execution of its Subsidiaries has provided or made available this Agreement, to Parent eGroups (i) correct and complete copies of all documents embodying or materially affecting the interpretation or application of each Company ONElist Employee Plan and each ONElist Employee Agreement including all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, thereto; (ii) the most recent annual actuarial valuations, if any, prepared for each ONElist Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company ONElist Employee Plan, Plan or related trust; (iiiiv) if the Company ONElist Employee Plan is funded, the most recent annual and periodic accounting of Company ONElist Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company ONElist Employee Plan which has a material adverse effect on such ONElist Employee Plan; (vi) the most recent IRS determination, opinion, notification or advisory letters as applicable, and rulings relating to ONElist Employee Plans and copies of all applications and correspondence to or from the IRS or the Department of Labor (v"DOL") with respect to any ONElist Employee Plan or ONElist Employee Agreement; (vii) all material written agreements and contracts relating to each Company ONElist Employee PlanPlan and ONElist Employee Agreement, including including, but not limited to, trust agreements, administrative service agreements agreements, group annuity contracts and group insurance contracts, ; (viviii) all communications material during the last year distributed to any ONElist Employee or ONElist Employees relating to any Company ONElist Employee Plan or ONElist Employee Agreement and any proposed Company ONElist Employee PlanPlan or ONElist Employee Agreement, 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 the Company or any of its Subsidiaries, (vii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viii) all COBRA forms ONElist; and related notices, (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 statements and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each Company ONElist Employee Plan, (xii) all HIPAA Privacy Notices and all Business Associate Agreements, as currently in use or effect, to Plan not otherwise publicly available on the extent required under HIPAA and (xiii) the most recent IRS determination or opinion letter, if any, issued with respect to each Company Employee PlanSEC website.

Documents. The Company and each of its Subsidiaries Transferor has provided or made available to Parent (i) Transferee correct and complete copies of of: (i) all documents embodying each Company Employee Plan and each Employee Agreement Contract including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) 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 Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, ; (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, ; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the Department of Labor with respect to any such application or letter; (vii) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company Transferor or any of its Subsidiaries, ERISA Affiliate; (viiviii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, ; (viiiix) all COBRA forms and related notices, notices (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, or such forms and notices as required under comparable law); (x) any the three (3) most recent plan years discrimination tests for each Company Employee Plan for the three most recent plan years, Plan; and (xi) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying each the Company Employee Plan and each Employee Employment Agreement including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) 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; (ii) the most recent annual actuarial valuations, if any, prepared for each 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, filed required under ERISA or the Code in connection with respect to each the Company Employee Plan, ; (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of the Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each the Company Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, ; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all communications material during the last year to any Employee or Employees relating to any the Company Employee Plan and any proposed the Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, Company; (viiviii) all material correspondence to or from any governmental agency relating to any the Company Employee Plan, ; (viiiix) all COBRA forms and related notices, notices (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, or such forms and notices as required under comparable law); (x) any the three (3) most recent plan years discrimination tests for each the Company Employee Plan for the three most recent plan years, Plan; and (xi) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct Holdco accurate and complete copies of (i) all documents embodying each Company Employee Plan and each Employee Agreement Employment Agreement, including all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, insurance contracts or other funding instruments as in effect immediately prior to the Effective Date; (ii) the most recent annual actuarial valuations and annual and periodic accounting, if any, prepared for each Employee Plan; (iii) the three most recent annual reports (Form 5500 Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, (iii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (iv) the most recent summary plan description together with the summary(ies) any summary of material modifications thereto, if any, thereto required under ERISA with respect to each Company Employee Plan, ; (v) the most recent IRS determination or opinion letter issued with respect to each Pension Plan, if applicable, and all applications and correspondence of the Company (or any other Employee Plan administrator or fiduciary) to or from the IRS or the DOL with respect to any such letter or application therefor; (vi) all material written agreements and contracts relating to each communications by the Company (or any other Employee Plan, including administrative service agreements and group insurance contracts, (viPlan administrator or fiduciary) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plan, 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 the Company or any of its Subsidiaries, Company; (vii) all material correspondence of the Company (or any other Employee Plan administrator or fiduciary) to or from any governmental agency Governmental Entity and relating to any Company Employee Plan, ; (viii) all COBRA forms notices and related notices, HIPAA privacy notices (or such notices as required under comparable law) given within the past three years; (ix) all policies pertaining the testing reports relating to fiduciary liability insurance covering coverage, nondiscrimination or similar requirements of the fiduciaries for each Company Employee Plan, (x) any discrimination tests for each Company Employee Plan Code for the three most recent plan years, (xi) the most recent registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prepared in connection with years for each Company Employee Plan, where applicable; and (xiix) all HIPAA Privacy Notices material written agreements and all Business Associate Agreements, as currently contracts now in use or effect, to the extent required under HIPAA effect and (xiii) the most recent IRS determination or opinion letter, if any, issued with respect relating to each Company Employee Plan, including administrative service agreements, group insurance contracts and group annuity contracts.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent or its counsel: (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, ; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, ; (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vvii) all material written agreements and contracts relating to each Company Employee Plan, including including, but not limited to, administrative service agreements agreements, group annuity contracts and group insurance contracts, ; (viviii) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, Company; (viiix) all material correspondence to or from any governmental agency relating to any Company Employee Plan, ; (viiix) all COBRA forms and related notices, ; (ixxi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, ; (xxii) any all discrimination tests for each Company Employee Plan for the three most recent plan years, year; and (xixiii) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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. The Company and each of its Subsidiaries has Affiliate have provided or made available to Parent (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement (other than Excluded Temporary Agreements) including all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan, (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (vvi) all material currently effective written agreements and contracts Contracts relating to each Company Employee PlanPlan in effect as of the date hereof, including administrative service agreements and group insurance contracts, (vivii) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plan, in each casecase in the Company’s possession and, 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 the Company or any of its SubsidiariesCompany, (viiviii) other than correspondence provided routinely with respect to such Plans, all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viiiix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law), (ixx) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (xxi) any all discrimination tests for each Company Employee Plan for the three most recent plan years, (xixii) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each Company Employee Plan, (xiixiii) all “HIPAA Privacy Notices Notices” and all “Business Associate Agreements, as currently in use or effect, ” to the extent required under HIPAA in effect as of the date hereof and (xiiixiv) the most recent all IRS determination or opinion letteropinion, if any, notifications and advisory letters issued with respect to each Company Employee PlanPlan and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent correct and --------- complete copies of: (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Employment Agreement including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) 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; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, ; (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, ; (vi) 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; (vii) all material communications material during the last year relating to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, subsidiaries; (viiviii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, ; (viiiix) all COBRA forms and related notices, notices (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, or such forms and notices as required under comparable law); (x) any the three (3) most recent plan years discrimination tests for each Company Employee Plan for the three most recent plan years, Plan; and (xi) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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. The Company and each of its Subsidiaries Target has provided or made available delivered to Parent Acquiror (i) correct and complete copies of all documents embodying each Company Target Employee Plan and each Employee Agreement including all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Target Employee Plan, (iii) if the Company Target Employee Plan is funded, the most recent annual and periodic accounting of Company Target Employee Plan assets, (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Target Employee Plan, (v) all material written agreements and contracts relating to each Company Target Employee Plan, including administrative service agreements and group insurance contracts, (vi) each affirmative action plan, if applicable, (vii) all written material communications material during the last year to any Employee employee or Employees employees relating to any Company Target Employee Plan and any proposed Company Target Employee Plan, 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 the Company Target or any of its Subsidiaries, (viiviii) all material correspondence to or from any governmental agency relating to any Company Target Employee Plan, (viiiix) all model COBRA forms and related notices, (ixx) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Target Employee Plan, (xxi) any all discrimination tests for each Company Target Employee Plan for the three most recent plan years, (xixii) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each Company Target Employee Plan, (xiixiii) all HIPAA Privacy Notices privacy notices and all Business Associate Agreements, as currently in use or effect, business associate agreements to the extent required under HIPAA and (xiiixiv) the most recent IRS determination or opinion letter, if any, letter issued with respect to each Company Target Employee Plan.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent Parent: (i) correct accurate and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement including all amendments thereto thereto; (or written descriptions of any unwritten ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plans or Employee Agreements) and all related trust documents, Plan; (iiiii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, Plan or related trust; (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Company Employee Plan delivered or received during the previous three (v3) calendar years; (vii) all material written agreements and contracts relating to each Company Employee Plan, including including, but not limited to, administrative service agreements agreements, group annuity contracts and group insurance contracts, ; (viviii) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, Company; (vii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viiiix) all COBRA forms and related notices, (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 all registration statements, annual reports (Form 11-K statements and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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 (xiiixi) a list of all employees, officers and consultants of the most recent IRS determination or opinion letter, if any, issued with respect to Company reflecting each Company Employee Plansuch person's current title and/or job description and compensation.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent Purchaser (i) correct and complete copies of all material documents embodying each Company Employee Plan (including each International Employee Plan, if any) and each Employee Agreement including including, without limitation, all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, ; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, ; (iii) if the a Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (iv) the most recent summary plan description together with the summary(ies) any summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, ; (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, ; (vi) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plan, 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 the Company or any of its Subsidiaries, Company; (vii) 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, ; (ix) if applicable, all policies pertaining to fiduciary liability insurance covering the fiduciaries fiduciaries, if any, for each Company Employee Plan, ; (x) any discrimination tests all nondiscrimination test reports and summaries for each Company Employee Plan for the three most recent completed plan years, ; (xi) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each Company Employee Plan, ; (xii) all HIPAA Privacy Notices Notices, notices of creditable coverage, and all Business Associate Agreements, as currently in use or effect, Agreements to the extent required under HIPAA HIPAA; and (xiii) the most recent all IRS determination or opinion letterletter issued, if any, issued and all applications and correspondence between the Company and the IRS and/or the DOL with respect to such application or letter with respect to each Company Employee Plan.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent Parent: (i) correct accurate and complete copies of all documents embodying each currently effective Company Employee Plan and each currently effective Employee Agreement including all amendments thereto and written interpretations thereof; (or written descriptions of any unwritten ii) the most recent annual actuarial valuations, if any, prepared for each currently effective Company Employee Plans or Employee Agreements) and all related trust documents, Plan; (iiiii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each currently effective Company Employee Plan, Plan or related trust; (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each currently effective Company Employee Plan; (vi) all of the most recent IRS determination, opinion, notification and advisory letters, and rulings relating to currently effective Company Employee Plans and copies of all applications and material correspondence to or from the IRS or the DOL with respect to any currently effective Company Employee Plan; (vvii) all material written agreements and contracts relating to each currently effective Company Employee Plan, including including, but not limited to, administrative service agreements agreements, group annuity contracts and group insurance contracts, ; (viviii) all material communications material during the last year to any Employee or Employees relating to any currently effective Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, Company; (vii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viiiix) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering notices for the fiduciaries for each Company Employee Plan, persons currently on COBRA; (x) any discrimination tests for each Company Employee Plan for the three most recent plan years, (xi) all of the most recent registration statements, annual reports (Form 11-K statements and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each currently effective 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 (xiiixi) a list of all employees, officers and consultants of the most recent IRS determination or opinion letter, if any, issued with respect to Company reflecting each Company Employee Plansuch person's current title and/or job description and compensation.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement Benefit Plan, including (without limitation) all amendments thereto (or written descriptions of any unwritten to each such Company Employee Plans or Employee Agreements) Benefit Plan, and all related material written agreements and contracts relating to each such Company Benefit Plan (including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts, trust documentsagreements, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Benefit Plan); (ii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Benefit Plan, ; (iii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (iv) all Internal Revenue Service (the “IRS”) determination, opinion, notification and/or advisory letters; (v) all material written agreements and contracts correspondence to or from any governmental agency relating to any Company Benefit Plan; (vi) all forms and notices pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); (vii) all discrimination tests for each Company Benefit Plan for the most recent three (3) plan years; (viii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (ix) if the Company Employee Plan is funded, including administrative service agreements the most recent annual and group insurance contracts, periodic accounting of plan assets; (vix) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules schedules, or other events which would result in any material liability to the Company or any of its Subsidiaries, (vii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viii) all COBRA forms Affiliate; and related notices, (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 all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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 any Company Employee Plan.

Documents. The Company and each of its Subsidiaries ERISA Affiliate has provided or made available to Parent (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement including including, without limitation, all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, (ii) the three most recent annual reports (Form Series 5500 and all schedules schedules, audit reports and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, (iii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plan, 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 the Company or any of and its Subsidiaries, taken as a whole, (vii) all material correspondence to or from any governmental agency within the last six years relating to any Company Employee Plan, (viii) all model COBRA forms and related noticesnotices utilized within the last eighteen months, (ix) all current policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) any discrimination all nondiscrimination tests and related reports and summaries for each Company Employee Plan for the three most recent plan years, (xi) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each Company Employee Plan, and (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 current IRS determination or opinion letterletters, if anyas applicable, issued with respect to each Company Employee Plan.

Documents. The Company and each of its Subsidiaries ERISA Affiliate has provided or made available to Parent (i) correct and complete copies of all documents embodying each material Company Employee Plan and each Employee Agreement including including, without limitation, all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and thereto, all related trust documents, and the most recent summary plan description together with the summary(ies) of material modifications thereto, if any (ii) the three most recent annual reports (Form Series 5500 and all audit reports, schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, (iii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (v) all material written agreements and contracts Contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (v) each affirmative action plan, if applicable, (vi) all communications material during the last year to any Employee employee or Employees employees relating to any Company Employee Plan and any proposed Company Employee Plan, 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 the Company or any of its SubsidiariesCompany, (vii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan, (viii) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) any discrimination tests all nondiscrimination tests, reports and summaries for each Company Employee Plan for the three most recent plan years, and (xi) the most recent registration statementsall IRS determination, annual reports (Form 11-K opinion, notification and all attachments thereto) and prospectuses, if any, prepared in connection with each 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, advisor letters issued with respect to each Company Employee Plan, if applicable.

Documents. The Company and each of its Subsidiaries To the extent such item pertains to Alliance, Alliance has provided or made available to Parent (i) Liquid correct and complete copies of of: (i) all documents embodying each Company Alliance Employee Plan Plan, and each Employee Alliance Employment Agreement including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) 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; (ii) the most recent annual actuarial valuations, if any, prepared for each Alliance Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Alliance Employee Plan, ; (iiiiv) if the Company Alliance Employee Plan is funded, the most recent annual and periodic accounting of Company Alliance Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Alliance Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, ; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all communications material during the last year to any Employee or Employees relating to any Company Alliance Employee Plan and any proposed Company Alliance Employee PlanPlans, 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 the Company or any of its Subsidiaries, Alliance; (viiviii) all material correspondence to or from any governmental agency relating to any Company Alliance Employee Plan, ; (viiiix) all COBRA forms and related notices, notices (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, or such forms and notices as required under comparable law); (x) any the three (3) most recent plan years discrimination tests for each Company Alliance Employee Plan for the three most recent plan years, Plan; and (xi) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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 Alliance Employee Plan.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or governing each Company Employee Plan and each International Employee Agreement Plan, including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) 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 and (ii) in relation to each unfunded International Employee Plan, details of the liabilities under that International Employee Plan; (iii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan, and each International Employee Plan (and if there is no such actuarial valuation, details of the funding position of the relevant Company Employee Plan or International Employee Plan), (iv) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, ; (iiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (ivvi) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, ; (vvii) all material written agreements IRS determination, opinion, notification and contracts relating advisory letters, and all applications and correspondence to each Company Employee Plan, including administrative service agreements and group insurance contracts, or from the IRS or the DOL with respect to any such application or letter; (viviii) all written communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, Company; (viiix) all material correspondence to or from any governmental agency relating to any Company Employee Plan, ; (viiix) all COBRA forms and related notices, notices (ixor 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, three (x3) any most recent plan years discrimination tests for each Company Employee Plan for the three most recent plan years, subject to non-discrimination testing; (xixii) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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 Plan and (xiii) the most recent IRS determination or opinion letter, if any, issued with respect in relation to each Company unfunded International Employee Plan, details of how the liabilities under the International Employee Plan are accounted for, including details of how any provisions in respect of those liabilities has been calculated.

Documents. The Company and each of its Subsidiaries ERISA Affiliates has provided or made available to Parent Made Available (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement including including, without limitation, all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, (ii) the three most recent annual reports (Form Series 5500 and all schedules and schedules, audit reports or financial statements attached related thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, (iii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including all administrative service agreements and group insurance contracts, (vi) all material communications material during the last year to any Employee or Employees during the last three (3) years relating to any Company Employee Plan and any proposed Company Employee Plan, 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 a material liability to the Company or any of its SubsidiariesSubsidiary that is not reflected in the Financials, (vii) all material correspondence to or from any governmental agency during the last three (3) years relating to any Company Employee Plan, (viii) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (xix) any discrimination tests all nondiscrimination test reports and summaries for each Company Employee Plan for the three most recent plan years, (xix) the most recent if applicable, all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each Company Employee Plan, (xii) all HIPAA Privacy Notices and all Business Associate Agreementsif applicable, as currently in use or effect, to the extent required under HIPAA and (xiiixi) the most recent IRS determination determination, opinion and/or advisory letter issued and all applications and correspondence with the IRS and DOL with respect to such application or opinion letter, if any, issued letter with respect to each Company Employee PlanPlan that is intended to be qualified under Section 401(a) of the Code. The Company shall use its commercial best efforts to make available to Acquiror the Company Employee Plan documents set forth on Section 3.16(b) of the Disclosure Schedule no later than ten (10) Business Days prior to Closing.

Documents. The Company and each of its Subsidiaries has provided or made available Made Available to Parent (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement including including, without limitation, all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, investment and funding policies or guidelines, and administrative or investment committee charters (ii) correct and complete copies of all service agreements with the Persons listed in Section 4.22(p) of the Disclosure Schedule, (iii) the three most recent annual reports (Form Series 5500 and all audit reports, schedules and financial statements attached thereto), if any, filed required under ERISA or the Code or by any other applicable Law in connection with respect to each Company Employee Plan, (iiiiv) if the Company Employee Plan is funded, the three most recent annual and periodic accounting of Company Employee Plan assetsassets and the most recent actuarial valuations, (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA or by any other applicable Law with respect to each Company Employee Plan, (vvi) all material written agreements and contracts relating to each Company Employee Plan, including administrative service and vendor agreements and group insurance contracts, as well as any stop-loss, excess or similar policy pertaining to a Welfare Plan, (vivii) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plan, 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 the Company or any of its Subsidiaries, (viiviii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viiiix) all COBRA forms and related notices, (ixx) all policies pertaining to fiduciary liability Liability insurance covering the fiduciaries for of each Company Employee PlanPlan and all policies for ERISA bonding, (xxi) any discrimination tests all nondiscrimination tests, reports and summaries 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 attachments thereto) and prospectuses, if any, prepared in connection with each Company Employee Plan, (xii) all HIPAA Privacy Notices and all Business Associate Agreements, as currently in use IRS (or effect, to the extent required under HIPAA and (xiiiany other applicable Tax Authority) the most recent IRS determination or opinion letter, if any, letters issued with respect to each Company Employee Plan, if applicable. All forms, reports or returns required to be filed with the DOL, IRS or any other Governmental Authority with respect to any Company Employee Plan have been timely and properly filed.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement as currently in effect including (without limitation) all material amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, thereto; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, ; (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting accounting, if any, of Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) the most recent IRS determination, opinion, notification and advisory letter, if any, issued by the IRS with respect to any Company Employee Plan intended to be qualified under Section 401(a) of the Code; (vvii) all material written agreements and contracts relating to each Company Employee Plan, including including, but not limited to, administrative service agreements agreements, trust agreements, group annuity contracts and group insurance contracts, ; (viviii) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events occurring since the end of the most recent fiscal year included in the Company Financials which would result in any material liability to the Company or any of its Subsidiaries, Company; (viiix) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan, ; (viiix) samples of all COBRA administration forms and related notices, ; (ixxi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, ; and (xxii) any all 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 attachments thereto) and prospectuses, if any, prepared in connection with each 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 Planyear.

Documents. The Company and each of its Subsidiaries has Acquired Companies have provided or made available to Parent (i) Buyer correct and complete copies of of: (i) all documents embodying each Company Employee Plan and each Employee Agreement including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) 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 Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, ; (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, ; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, Acquired Companies; (viiviii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, ; (viiiix) all COBRA forms and related notices, notices (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, or such forms and notices as required under comparable law); (x) any the three (3) most recent plan years discrimination tests for each Company Employee Plan for the three most recent plan years, Plan; and (xi) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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. The On or before the Closing Date the Company and each of its Subsidiaries has provided shall deliver or made make available to Parent Buyer: (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, ; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, ; (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vvii) all material written agreements and contracts relating to each Company Employee Plan, including including, but not limited to, administrative service agreements agreements, group annuity contracts and group insurance contracts, ; (viviii) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, Company; (viiix) all material correspondence to or from any governmental agency relating to any Company Employee Plan, ; (viiix) all COBRA forms and related notices, ; (ixxi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, ; (xxii) any all discrimination tests for each Company Employee Plan for the three most recent plan years, year; and (xixiii) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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. The Company and each of its Subsidiaries Cybex has provided or made available to Parent Apex: (i) correct and complete copies of all documents embodying each Company Cybex Employee Plan Plan, Cybex International Employee Plan, and each Employee Cybex Employment Agreement including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) 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; (ii) the three most recent annual actuarial valuations, if any, prepared for each Cybex Employee Plan; (iii) the two (2) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Cybex Employee Plan, ; (iiiiv) if the Company Cybex Employee Plan is funded, the most recent annual and periodic accounting of Company Cybex Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Cybex Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, ; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all communications material during the last year to any Cybex Employee or Cybex Employees relating to any Company Cybex Employee Plan and any proposed Company Cybex Employee PlanPlans, 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 the Company or any of its Subsidiaries, Cybex; (viiviii) all material correspondence to or from any governmental agency relating to any Company Cybex Employee Plan, ; (viiiix) all COBRA forms and related notices, notices (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, or such forms and notices as required under comparable law); (x) any the three (3) most recent plan years discrimination tests for each Company Cybex Employee Plan for the three most recent plan yearsPlan, if applicable; and (xi) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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 Cybex Employee Plan.

Documents. The Company and each of its Subsidiaries ERISA Affiliates has provided or made available to Parent Made Available (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement including all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documentsthereto, (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, (iii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group or other insurance contractscontracts related to each Company Employee Plan, (vi) all material communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plan, 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 the Company or any of its Subsidiaries, (vii) all material correspondence and/or notifications to or from any governmental agency Governmental Entity relating to any Company Employee Plan, (viii) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (xix) any all 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 attachments thereto) and prospectuses, if any, prepared in connection with each 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 (xiiix) the most recent IRS determination determination, opinion, notification or opinion letteradvisory letters, if any, issued with respect to each 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 adversely affect the information contained therein and, in particular, and without limiting the generality of the foregoing, except to the extent contemplated by the Mergers and the other Transactions contemplated hereby, 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. No verbal promises or representations have been made to any Employees by the Company or its Subsidiaries to increase their compensation or to continue their employment for any specific duration.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) true, correct and complete copies of of: (i) all documents embodying each Company Employee Plan and each Employee Agreement Agreement, including all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) 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 Company Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, ; (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan Plan’s assets, ; (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, ; (vi) all IRS or equivalent non-U.S. Tax authority determination, opinion, notification and advisory letters currently in effect; (vii) all material communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, and to the extent not set forth in a document provided under clause (viii) above; and (viii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan. In each case, (viiithe Company to provide the foregoing documents pursuant to this Section 3.18(b) all COBRA forms and related notices, (ix) all policies pertaining shall apply as to fiduciary liability insurance covering a former employee or other service provider of 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 attachments thereto) and prospectuses, if any, prepared in connection with each Company Employee Plan, (xii) all HIPAA Privacy Notices and all Business Associate Agreements, as currently in use or effect, its Subsidiaries only to the extent required that the Company or an ERISA Affiliate has or may have any Liability or obligation under HIPAA and (xiii) the most recent IRS determination applicable plan or opinion letter, if any, issued agreement with respect to each Company Employee Plansuch former employee or other service provider.

Documents. The Company and each of its Subsidiaries has provided delivered or made available to Parent (i) with respect to each Employee Benefit Plan and Employee Agreement true, correct and complete copies of (i) all documents embodying each Company such Employee Benefit Plan and each or Employee Agreement (including all amendments thereto (or written descriptions of any unwritten Company thereto) or, if such Employee Plans Benefit Plan or Employee Agreements) and all related trust documentsAgreement is not in writing, a written description of such Employee Benefit Plan or Employee Agreement, (ii) the last three most recent annual reports (Form Series 5500 series and all schedules and financial statements attached thereto), if any, ) filed with respect to each Company such Employee Benefit Plan, ; (iii) if the Company Employee Plan is funded, the most recent annual summary plan description, and periodic accounting all summaries of Company material modifications related thereto, distributed with respect to such Employee Plan assets, Benefit Plan; (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect employee handbook distributed to each Company Employee Plan, Employees; (v) all material written contracts and agreements (and contracts any amendments thereto) relating to each Company such Employee PlanBenefit Plan or Employee Agreement, including administrative service agreements and group including, without limitation, all trust agreements, investment management agreements, annuity contracts, insurance contracts, bonds, indemnification agreements and service provider agreements; (vi) the most recent determination letter issued by the IRS with respect to such Employee Benefit Plan; (vii) the most recent annual actuarial valuation prepared for such Employee Benefit Plan; (viii) all written communications material during the last year to Employees, or to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Planother individuals, 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 the Company extent that the provisions of such Employee Benefit Plan or any of its Subsidiaries, Employee Agreement as described therein differ materially from such provisions as set forth or described in the other information or materials furnished under this subsection (viic); (ix) all material correspondence to or from any governmental agency Governmental Entity relating to any Company such Employee Plan, (viii) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Benefit Plan or Employee Plan, Agreement; (x) any discrimination samples of all administrative forms currently in use with respect to such Employee Benefit Plan, including, without limitation, all COBRA and HIPAA forms and notices; (xi) all coverage, nondiscrimination, top heavy and Code Section 415 tests for each Company performed with respect to such Employee Benefit Plan for the last three most recent plan years, ; and (xi) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each Company such 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 Benefit Plan.

Documents. The Company and each of its Subsidiaries Interwave has provided or made available to Parent (i) Alvarion correct and complete copies of of: (i) all documents embodying each Company Interwave Employee Plan Plan, other than legally-mandated plans, programs and arrangements and each Employee Employment Agreement including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) 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; (ii) the most recent annual actuarial valuations, if any, prepared for each Interwave 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, filed required under ERISA or the Code in connection with respect to each Company Interwave Employee Plan, ; (iiiiv) if the Company Interwave Employee Plan is funded, the most recent annual and periodic accounting of Company Interwave Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Interwave Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, ; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all written communications material during the last year to any Employee or Employees relating to any Company Interwave Employee Plan and any proposed Company Interwave Employee PlanPlans, 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 the Company or any of its Subsidiaries, Interwave; (viiviii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Interwave Employee Plan, ; (viiiix) all COBRA forms and related notices, notices (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, or such forms and notices as required under comparable law); (x) any the three (3) most recent plan years’ discrimination tests for each Company INTERWAVE Employee Plan for the three most recent plan years, Plan; (xi) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each Company Interwave Employee Plan, ; and (xii) all HIPAA Privacy Notices and all Business Associate Agreements, as currently in use any licenses or effect, permits held by Interwave or any of its Subsidiaries which enable it 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 Planemploy foreign employees.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) Buyer correct and complete copies of of: (1) all documents embodying each Company Employee Plan and each Employee Agreement including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) 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 Company Employee Plan; (ii2) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, ; (iii4) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (iv5) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, ; (v6) all material written agreements IRS determination, opinion, notification and contracts relating advisory letters, and all applications and correspondence to each Company Employee Plan, including administrative service agreements and group insurance contracts, or from the IRS or the DOL with respect to any such application or letter; (vi7) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, Company; (vii) 8) all material correspondence to or from any governmental agency relating to any Company Employee Plan, ; (viii9) all COBRA forms and related notices, notices (ixor such forms and notices as required under comparable law); (10) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, three (x3) any most recent plan years discrimination tests for each Company Employee Plan for the three most recent plan years, Plan; and (xi11) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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. The Company and each of its Subsidiaries ERISA Affiliate has provided or made available to Parent (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement including including, without limitation, all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan, (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (vvi) all material written agreements and contracts relating to each Company Employee Plan, including including, without limitation, administrative service agreements and group insurance contracts, (vivii) all material communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plan, 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 the Company or any of its SubsidiariesCompany, (viiviii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viiiix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law), (ixx) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (xxi) any all discrimination tests for each Company Employee Plan for the three (3) most recent plan years, (xixii) the most recent all registration statements, annual reports (Form 11-11 K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each Company Employee Plan, (xiixiii) all “HIPAA Privacy Notices Notices” and all “Business Associate Agreements, as currently in use or effect, ” to the extent required under HIPAA and (xiiixiv) the most recent all IRS determination or opinion letteropinion, if any, notifications and advisory letters issued with respect to each Company Employee PlanPlan and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter.

Documents. The Company and each of its Subsidiaries has provided or previously made available to Parent in the Data Room: (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement Plan, including all amendments thereto and written interpretations thereof; (or written descriptions of any unwritten ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plans or Employee Agreements) and all related trust documents, Plan; (iiiii) the three most recent annual reports (Form including Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code, or any similar Laws of other jurisdictions applicable to the Company or a Subsidiary, in connection with respect to each Company Employee Plan, Plan or related trust; (iiiiv) if the any Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan; (vi) all determination, opinion, notification and advisory letters and rulings from the IRS or any similar Governmental Entity having jurisdiction over the Company or any Subsidiary relating to Company Employee Plans and copies of any correspondence regarding actual or potential audits or investigations to or from the IRS, DOL or any other Governmental Entity with respect to any Company Employee Plan; (vvii) all material written agreements and contracts relating to each Company Employee Plan, including fidelity or ERISA bonds, administrative service agreements agreements, group annuity contracts and group insurance contracts, ; (viviii) all material communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, and which are not reflected in the current summary plan description and plan document; (viiix) all material correspondence to or from any governmental agency forms and notices relating to any Company Employee Plan, the provision of post-employment continuation of health coverage; (viii) all COBRA forms and related notices, (ixx) all policies pertaining to fiduciary liability insurance covering the fiduciaries for of each Company Employee Plan; and (xi) all discrimination and qualification tests, (x) any discrimination tests if any, 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 attachments thereto) and prospectuses, if any, prepared in connection with each 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 Planyear.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement Agreement, including all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) amendments, summary plan descriptions, and all related trust documents, (ii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed with respect to each required under ERISA for any Company Employee Plan, (iii) if the any Company Employee Plan is funded, the most recent annual and periodic accounting of such Company Employee Plan Plan’s assets, (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (v) all material written agreements and contracts Contracts relating to each Company Employee Plan, including administrative service agreements, trust agreements and group insurance contracts, (viv) all material communications material during the last year to any Employee or Employees relating to any established or proposed Company Employee Plan and any proposed Company Employee Plan, 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 material liability Liability to the Company or any of its SubsidiariesSubsidiaries or ERISA Affiliates, (viivi) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan, (viii) all COBRA forms and related notices, (ixvii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (xviii) any discrimination tests test results for each Company Employee Plan for the three (3) most recent plan years, (xi) the most recent registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prepared in connection with each 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 (xiiiix) the most recent IRS determination letter (or opinion letter, if any, 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 amendments, supplements and modifications to such International Plan, (ii) the most recent annual report or similar compliance documents required to be filed with 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. The Company and has Made Available, with respect to each of its Subsidiaries has provided or made available to Parent Company Employee Plan, as applicable: (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement 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 (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, ; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed with respect to each Company Employee Plan, required under ERISA or the Code; (iii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, ; (iv) all non-routine correspondence and/or notifications to or from any governmental agency in the last three (3) years; (v) all material the most recent written agreements and contracts Contracts relating to each Company Employee Plan, including administrative service agreements and group or other insurance contracts, Contracts; (vi) all material communications material during within the last year three most recent plan years to any Employee or Employees Employee(s) relating to any Company Employee Plan and any proposed Company Employee Plan, 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 the Company or any of its Subsidiaries, ; (vii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viii) all COBRA forms and related notices, (ix) all policies currently in effect pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, ; (xviii) any all 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 attachments thereto) and prospectuses, if any, prepared in connection with each Company Employee Plan, (xiiix) all privacy notices under HIPAA Privacy Notices currently in effect and all Business Associate Agreements, as currently in use or effect, Agreements to the extent required under HIPAA HIPAA; and (xiiix) the most recent IRS determination determination, opinion, or opinion letteradvisory letters. To the Knowledge of the Company, if anythere is no fact, issued condition, or circumstance since the date the documents were provided in accordance with respect to each Company Employee Planthis Section 2.15(b), which would affect the information contained therein.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement including all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code or by any other applicable law in connection with respect to each Company Employee Plan, (iii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of such Company Employee Plan assets, (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA or by any other applicable law with respect to each Company Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plan, 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 the Company or any of its SubsidiariesCompany, (vii) all material 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) all model COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) any all discrimination tests for each Company Employee Plan for the three most recent plan years, (xi) the most recent registration statements, annual reports IRS (Form 11-K and all attachments theretoor any other applicable tax authority) and prospectuses, if any, prepared in connection with each 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, letter issued with respect to each Company Employee PlanPlan and (xii) each affirmative action plan, if applicable.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent Buyer (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including including, without limitation, all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and thereto, all related trust documents, documents and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, Plan or related trust; (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (vvii) all material written agreements and contracts relating to each Company Employee Plan, including including, but not limited to, administrative service agreements agreements, ERISA fidelity bonds, group annuity contracts and group insurance contracts, ; (viviii) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, Company; (viiix) all material correspondence to or from any governmental agency relating to any Company Employee Plan, ; (viiix) all COBRA forms and related notices, ; (ixxi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan, ; (xxii) any all discrimination tests for each Company Employee Plan for the three most recent plan years, year; and (xixiii) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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. The Company and each of its Subsidiaries Parent has provided or has made available to Parent Parent: (i) correct and complete copies of all documents embodying each Company Parent Employee Plan and each Employee Agreement (including all amendments thereto (or and written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, 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, filed required under ERISA or the Code in connection with respect to each Company Parent Employee Plan, Plan or related trust; (iiiiv) if the Company Parent Employee Plan is funded, the most recent annual and periodic accounting of Company Parent Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company 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; (vvii) all material written agreements and contracts relating to each Company Parent Employee Plan, including including, but not limited to, administrative service agreements agreements, group annuity contracts and group insurance contracts, ; (viviii) all communications material during the last year to any Parent Employee or Parent Employees relating to any Company Parent Employee Plan and any proposed Company Parent Employee PlanPlans, 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 the Company or any of its Subsidiaries, Parent; (vii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viiiix) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, ; and (x) any discrimination tests for each Company Employee Plan for the three most recent plan years, (xi) the most recent all registration statements, annual reports (Form 11-K statements and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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 Parent Employee Plan.

Documents. The Company and each of its Subsidiaries DSW has provided or made available to Parent FAA: (i) correct and complete copies of all documents embodying each Company DSW Employee Plan and each Employee Agreement including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, ; (ii) the most recent annual actuarial valuations, if any, prepared for each DSW Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company DSW Employee Plan, ; (iiiiv) if the Company any DSW Employee Plan is funded, the most recent annual and periodic accounting of Company such DSW Employee Plan Plan's assets, ; (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company DSW Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vvii) all material written agreements and contracts relating to each Company DSW Employee Plan, including including, but not limited to, administrative service agreements agreements, group annuity contracts and group insurance contracts, ; (viviii) all communications material during the last year to any Employee or Employees relating to any Company DSW Employee Plan and any proposed Company DSW Employee PlanPlans, 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 the Company or any of its Subsidiaries, DSW; (viiix) all material correspondence to or from any governmental agency relating to any Company DSW Employee Plan, ; (viiix) all COBRA forms and related notices; (xi) all notices, certificates and forms required under HIPAA; (ixxii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company DSW Employee Plan, ; (xxiii) any all discrimination tests for each Company DSW Employee Plan for the last three most recent plan years, ; and (xixiv) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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 DSW Employee Plan.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying each Company Employee Plan and each Employee Employment Agreement including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) 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 Company Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Internal Revenue Code in connection with respect each Company Employee Plan; (iv) all written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts; (iiiv) if the Company Employee Plan or International Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (ivvi) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, ; (vvii) all material written agreements IRS determination, opinion, notification and contracts relating advisory letters, and all applications and correspondence to each Company Employee Plan, including administrative service agreements and group insurance contracts, or from the IRS or the DOL with respect to any such application or letter; (viviii) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, Company; (viiix) all material correspondence to or from any governmental agency relating to any Company Employee Plan, ; and (viiix) all COBRA forms and related notices, notices (ixor 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, (x) any discrimination tests for each Company Employee Plan for the three (3) most recent plan years, (xi) the most recent registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prepared in connection with each 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. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying each Company Employee Plan Plan, International Employee Plan, and each Employee Agreement including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) 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; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, ; (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, ; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, Company; (viiviii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, ; (viiiix) all model COBRA forms and related notices, notices (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, or such forms and notices as required under comparable law); (x) any the three (3) most recent plan years discrimination tests for each Company Employee Plan for the three most recent plan years, Plan; and (xi) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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. The Company and each of its Subsidiaries has provided or made available to Parent Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, ; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each - 29 - 35 Company Employee Plan, ; (iiiiv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vvii) all material written agreements and contracts relating to each Company Employee Plan, including including, but not limited to, administrative service agreements agreements, group annuity contracts and group insurance contracts, ; (viviii) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlanPlans, 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 the Company or any of its Subsidiaries, Company; (viiix) all material correspondence to or from any governmental agency relating to any Company Employee Plan, ; (viiix) all COBRA forms and related notices, ; (ixxi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, ; (xxii) any all discrimination tests for each Company Employee Plan for the three most recent plan years, year; and (xixiii) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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. The Company and each of its Subsidiaries Sand has provided or made available to Parent Phoenix: (i) correct and complete copies of all documents embodying each Company Sand Employee Plan and each Sand Employee Agreement including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents, ; (ii) the most recent annual actuarial valuations, if any, prepared for each Sand Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Sand Employee Plan, ; (iiiiv) if the Company Sand Employee Plan is funded, the most recent recently required and completed annual and periodic accounting of Company Sand Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Sand Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vvii) all material written agreements and contracts relating to each Company Sand Employee Plan, including including, but not limited to, administrative service agreements agreements, group annuity contracts and group insurance contracts, ; (viviii) all written communications material during the last year to any Sand Employee or Sand Employees relating to any Company Sand Employee Plan and any proposed Company Sand Employee PlanPlans, 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 the Company or any of its Subsidiaries, Sand; (viiix) all material correspondence to or from any governmental agency relating to any Company Sand Employee Plan, ; (viiix) all COBRA forms and related notices, ; (ixxi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Sand Employee Plan, ; (xxii) any all discrimination tests for each Company Sand Employee Plan for the three most recent plan years, year; and (xixiii) the most recent all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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 Sand Employee Plan.

Documents. The Company and each of its Subsidiaries Parent has provided or made available to Parent Company (i) correct and complete copies of all nonprivileged documents embodying or materially affecting the interpretation or application of each Company Parent Employee Plan and each Parent Employee Agreement including all amendments thereto (or written descriptions thereto, and, to the Knowledge of any unwritten Company Employee Plans or Employee Agreements) and all related trust documentsthe Company, there are no privileged documents pertaining to such matters; (ii) the most recent annual actuarial valuations, if any, prepared for each Parent Defined Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Parent Employee Plan, Plan or related trust; (iiiiv) if the Company Parent Employee Plan is funded, the most recent annual and periodic accounting of Company Parent Employee Plan assets, ; (ivv) the most recent summary plan description together with the summary(ies) most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Parent Employee Plan which has a material adverse effect on such Parent Employee Plan; (vi) the most recent IRS determination, (v) all material written agreements opinion, notification or advisory letters as applicable, and contracts rulings relating to each Company 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, including administrative service agreements and group insurance contracts, ; (vivii) all communications material during the last year to any Parent Employee or Parent Employees relating to any Company Parent Employee Plan and any proposed Company Parent Employee PlanPlans, 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 the Company or any of its Subsidiaries, (vii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, Parent; and (viii) all COBRA forms registration statements and related notices, (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 attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each Company Parent Employee Plan, (xii) all HIPAA Privacy Notices and all Business Associate Agreements, as currently in use or effect, to Plan not otherwise publicly available on the extent required under HIPAA and (xiii) the most recent IRS determination or opinion letter, if any, issued with respect to each Company Employee PlanSEC website.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement including all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust trust, insurance or other funding documents, (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, filed required under ERISA or the Code in connection with respect to each Company Employee Plan, (iii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (v) all material written agreements agreements, elections, directions and contracts relating to each Company Employee Plan, including administrative forms, service agreements and group insurance contracts, (vi) all substantive communications material during the last year to any Employee or Employees relating to any Company Employee Plan and or any proposed Company Employee Plan, in each case, case relating to any material amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules schedules, or other enrollments, elections, or events which would result in any material liability to the Company or any of its Subsidiaries, (vii) all material correspondence to or from any governmental agency relating to any Company Employee PlanPlan other than correspondence that is not reasonably likely to result in a material liability to the Company or any of its Subsidiaries, (viii) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries fiduciaries, and all fidelity bonds required under ERISA, for each Company Employee Plan, (xix) any all discrimination tests performed to demonstrate compliance with requirements of the Code for each Company Employee Plan for the three most recent plan years, (xix) the most recent registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prospectuses prepared in connection with each 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 Plan and (xiiixi) the most recent IRS determination or opinion letter, if any, letter issued with respect to each Company Employee Plan.