Common use of Documents Clause in Contracts

Documents. Company has provided or made available to Parent correct and complete copies of: (i) all documents embodying each Company Benefit Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Plan; (iv) if any Company Benefit Plan is funded, the most recent annual and periodic accounting of Company Benefit Plan assets; (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 Benefit Plan; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material communications to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to Company and its Subsidiaries, taken as a whole; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Plan; and (ix) the three most recent plan years’ discrimination tests for each Company Benefit Plan for which such tests are required.

Documents. The Company has provided or made available to Parent correct and complete copies of: (i) all documents embodying each Company Benefit Employee Plan and each Company Employee Employment Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto, or otherwise), if any, required under ERISA ERISA, the IRC or the Code other applicable law in connection with each Company Benefit Employee Plan; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (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 Benefit Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material written or oral communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiaries, taken as a wholethe Company; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; and (ix) all model COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of: (i) of all documents embodying or relating to each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and thereto, all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, documents and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Planwritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit PlanEmployee Plan or related trust; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (v) 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 Benefit Employee Plan; (vi) all IRS determination, opinion, notification and advisory lettersletters 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; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiaries, taken as a wholethe Company; (viiiix) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; (x) all COBRA forms and related notices; (ixxi) all policies pertaining to fiduciary liability insurance covering the three most recent plan years’ fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available to Parent Parent: (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Plan Employee Plan, International Employee Plan, and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (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 Benefit 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; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to Company and its Subsidiaries, taken as a wholethe Company; (viiiix) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; (x) samples of standard COBRA forms and related 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; (xii) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. Company Saturn has provided or made available to Parent Nova correct and complete copies of: (i) all documents embodying each Company Benefit Saturn Employee Plan and each Company Saturn Employee Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Saturn Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Saturn Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Saturn Employee Plan; (iv) if any Company Benefit the Saturn Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Saturn Employee Plan assets; (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 Benefit Saturn 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; (vii) all communications material communications to any Company Saturn Employee or Company Saturn Employees relating to any Company Benefit Saturn Employee Plan and any proposed Company Benefit Saturn Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiaries, taken as a wholeSaturn; (viii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Benefit Saturn Employee Plan; (ix) all model COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years discrimination tests for each Saturn Employee Plan; and (ixxi) all registration statements, annual reports (Form 11-K and attachments thereto) and prospectuses prepared in connection with each Saturn Employee Plan. Neither Saturn or any Saturn ERISA Affiliate has any plan or commitment to establish any new Saturn Employee Plan or Saturn Employee Agreement, to modify any Saturn Employee Plan or Saturn Employee Agreement (except to the three most recent plan years’ discrimination tests for extent required by law or to conform any such Saturn Employee Plan or Saturn Employee Agreement to the requirements of any applicable law, in each Company Benefit case as previously disclosed to Nova in writing, or as required by this Agreement), or to adopt or enter into any Saturn Employee Plan for which such tests are required.or Saturn Employee Agreement

Documents. Company Seller has provided or made available to Parent Buyer correct and complete copies of: (i) all documents embodying each Company Benefit Plan Employee Plan, International Employee Plan, and each Company Employee Employment Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related contracts, agreements and trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; (iv) if any Company Benefit the Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (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 Benefit 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; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to Company and its Subsidiaries, taken as a wholeSeller; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Seller Employee Plan; (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years discrimination tests for each Employee Plan; and (ixxi) the three most recent plan years’ discrimination tests for all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Benefit Plan for which such tests are requiredEmployee Plan.

Documents. Company The LLC and each of its subsidiaries has provided or made available to Parent Buyer (i) correct and complete copies of: (i) all documents embodying of each Company Benefit Employee Plan, International Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above Contract, including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; , (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iv) if any Company Benefit the Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (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 Benefit 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, (vii) all material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material Liability to Company and its Subsidiariesthe LLC, taken as a whole; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; and , (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law), (x) the three most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan, and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Employee Plan.

Documents. Company has The Sellers have provided or made available to Parent Buyer: (i) correct and complete copies of: (i) of all material documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and written 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 such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan, as applicable; (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (viv) 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 Benefit Employee Plan that is subject to such requirements; (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit PlansEmployee 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 material to the Company and or its Subsidiaries, taken as a wholeSubsidiary; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; (viii) all COBRA forms and related notices; (ix) all policies pertaining to fiduciary liability insurance covering the three most recent plan years’ fiduciaries for each Company Employee Plan; (x) all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe three (3) most recent plan years; (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, as applicable; and (xii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan, as applicable.

Documents. The Company has provided or made available to Parent correct and complete copies of: (i) all documents embodying each Company Benefit Plan Employee Plan, International Employee Plan, and each Company Employee Employment Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (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 Benefit 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; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiaries, taken as a wholethe Company; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; and (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. Company Apex has provided or made available to Parent Cybex: (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Plan Apex Employee Plan, Apex International Employee Plan, and each Company Employee Apex Employment Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Apex Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Apex Employee Plan; (iv) if any Company Benefit the Apex Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Apex Employee Plan assets; (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 Benefit Apex 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; (vii) all communications material communications to any Company Apex Employee or Company Apex Employees relating to any Company Benefit Apex Employee Plan and any proposed Company Benefit Apex Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiaries, taken as a wholeApex; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Apex Employee Plan; and (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredApex Employee Plan, if applicable; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Apex Employee Plan.

Documents. Company Target has provided or made available to Parent Parent: (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Target Employee Plan and each Company Employee Target Employment Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Target Employee Plan; (iii) the three two (2) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Target Employee Plan; (iv) if any Company Benefit the Target Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Target Employee Plan assets; (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 Benefit Target 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; (vii) all communications material communications to any Company Target Employee or Company Target Employees relating to any Company Benefit Target Employee Plan and any proposed Company Benefit Target Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiaries, taken as a wholeTarget; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Target Employee Plan; and (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredTarget Employee Plan, if applicable; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Target Employee Plan.

Documents. The Company has provided or made available to Parent Parent: (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (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 Benefit 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; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiaries, taken as a wholethe Company; (viiiix) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; (x) all COBRA forms and related notices; (ixxi) all policies pertaining to fiduciary liability insurance covering the three most recent plan years’ fiduciaries for each Company Employee Plan; (xii) all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided furnished or made available to Parent correct and complete copies of: (i) all documents embodying each Company Benefit Plan Employee Plan, and each Company Employee Employment Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuationsvaluations and annual and periodic accounting, if any, prepared for each Company Benefit Employee Plan; (iii) the three (3) most recent annual reports (IRS Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; (iv) if any Company Benefit Plan is funded, the most recent annual and periodic accounting of Company Benefit Plan assets; (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 Benefit Employee Plan; (v) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan, if applicable, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material communications documents provided to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiaries, taken as a wholethe Company; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; (viii) all COBRA forms and related notices (or such forms and notices as required under comparable law); (ix) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan, where applicable; (x) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts and group annuity contracts; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. Company Occam has provided or made available to Parent ANI correct and complete copies of: (i) all documents embodying each Company Benefit Plan Occam Employee Plan, and each Company Employee Occam Employment Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Planplan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Occam Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Occam Employee Plan; (iv) if any Company Benefit the Occam Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Occam Employee Plan assets; (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 Benefit Occam 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; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Occam Employee Plan and any proposed Company Benefit Occam Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiaries, taken as a wholeOccam; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Occam Employee Plan; (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years discrimination tests for each Occam Employee Plan; and (ixxi) the three most recent plan years’ discrimination tests for all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Benefit Plan for which such tests are requiredOccam Employee Plan.

Documents. Company has provided or made available to Parent Parent: (i) correct and complete copies of: (i) of all material documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including Agreement, including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, which would result in each casea material liability to Company or to any ERISA Affiliate, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to Company and its SubsidiariesCompany, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating Governmental Entity concerning any audit or examination by such Governmental Entity of any Company Employee Plan which would result in material liability to Company or to any Company Benefit Plan; and ERISA Affiliate, (ixviii) the three most recent plan years’ all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe three (3) most recently completed plan years, (ix) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan, if applicable, (x) all registration statements, annual reports on Form 11-K and attachments thereto, and (xi) all prospectuses prepared or used during calendar year 2003 in connection with each Company Employee Plan.

Documents. Company has provided or made available to Parent or will provide Parent before the Effective Time, correct and complete copies of: (i) all documents embodying each Company Benefit Plan Employee Plan, International Employee Plan, and each Company Employee Employment Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; (iv) if any Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (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 Benefit Employee Plan; (vi) all IRS determination, opinion, notification and advisory determination or opinion letters; (vii) all currently applicable material communications material to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to Company and its Subsidiaries, taken as a wholeEmployee Plan; (viii) all currently applicable material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; and (ix) all current model COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available to Parent correct and complete copies of: (i) all material documents embodying each Company Benefit Employee Plan and each Company Employee Employment Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuationsvaluations and annual and periodic accounting, if any, prepared for each Company Benefit Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; (iv) if any Company Benefit Plan is funded, the most recent annual and periodic accounting of Company Benefit Plan assets; (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 Benefit Employee Plan; (v) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan, if applicable, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material Liability to the Company; (vii) all correspondence to or from any Governmental Entity relating to any Company and its Subsidiaries, taken as a wholeEmployee Plan; (viii) all material correspondence to COBRA forms and related notices (or from any governmental agency relating to any Company Benefit Plansuch forms and notices as required under comparable law); and (ix) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan, where applicable; (x) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts and group annuity contracts; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto, if applicable to be filed) and prospectuses prepared in connection with each Company Employee Plan, as applicable.

Documents. Company has provided or made available to Parent correct and complete copies of: (i) all documents embodying each Company Benefit Plan Employee Plan, other than legally-mandated plans, programs and arrangements and each Company Employee Employment Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan or any International Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; (iv) if any Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (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 Benefit 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; (vii) all written communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiaries, taken as a wholeCompany; (viii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Benefit Employee Plan; and (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years’ ' discrimination tests for each Company Benefit Plan for Employee Plan; (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan; (xii) any licenses or permits held by Company which such tests are requiredenable it to employ foreign employees or employees from "territories" currently administered by Israel; and (xiii) any pamphlet, booklet or other employee manual distributed to employees of Company which discuss Company Employee Plans.

Documents. Company has provided or made available to Parent correct and complete copies of: (i) all material documents embodying each Company Benefit Employee Plan, International Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iii) the three two (2) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; (iv) if any Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (v) 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 Benefit Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all agreements and contracts relating to each Company Employee Plan, International Employee Plan and Employee Agreement, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts, if any; (viii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiaries, taken as a wholeCompany; (viiiix) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; (x) all material COBRA forms and related notices (ixor such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the three most recent plan years’ fiduciaries for each Company Employee Plan; (xii) discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe three (3) most recent plan years; and (xiii) all registration statements, annual reports (Form 10-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available to Parent Acquiror true, correct and complete copies of: copies, as applicable, of (i) all documents embodying each Company Benefit Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above Plan including all amendments thereto and all related trust documentsdocuments (and descriptions of the material terms of any such plan that is not in writing), administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code to be filed in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of such Company Benefit Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect (v) all material written agreements and contracts relating to each Company Benefit Employee Plan; , including administrative service agreements and group or other insurance and stop-loss contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material communications to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit PlansEmployee 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 liability material Liability to the Company, (vii) all correspondences and notifications to or from any Governmental Entity relating to any Company and its SubsidiariesEmployee Plan, taken as a whole; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Plan; COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Employee Plan for the three most recent plan years’ discrimination tests for , (xi) the most recent Internal Revenue Service (or any other applicable Tax Authority) determination or opinion letter issued with respect to each Company Benefit Employee Plan, if applicable, and (xii) the material terms and conditions of employment applicable to each Employee at the date of the Agreement Date. To the knowledge of the Company, there is no fact, condition, or circumstance since the date the documents were provided in accordance with this subsection (b) above, which would affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan for which such tests are requiredor to provide increased or improved benefits thereunder or accelerate vesting, payment or funding thereunder.

Documents. Company Liquid has provided or made available to Parent Alliance correct and complete copies of: (i) all documents embodying each Company Benefit Liquid Employee Plan and each Company Employee Liquid Employment Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Planplan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Liquid Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Liquid Employee Plan; (iv) if any Company Benefit the Liquid Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Liquid Employee Plan assets; (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 Benefit Liquid 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; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Liquid Employee Plan and any proposed Company Benefit Liquid Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiaries, taken as a wholethe Liquid; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Liquid Employee Plan; (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years discrimination tests for each Liquid Employee Plan; and (ixxi) the three most recent plan years’ discrimination tests for all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Benefit Plan for which such tests are requiredLiquid Employee Plan.

Documents. The Company and each of the Subsidiaries has provided or made available to Parent Made Available (i) correct and complete copies of: (i) of all material documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all material amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group or other insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit PlansEmployee Plan, in each case, relating to any material amendments, terminations, establishments, increases or decreases in compensation benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to the Company and its Subsidiariesor any Subsidiary, taken as a whole; (viiivii) all material correspondence and/or notifications to or from any governmental agency or administrative service relating to any Company Benefit Employee Plan; and , (viii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (ix) all discrimination tests for each Company Employee Plan for the three most recent plan years’ discrimination tests for , and (xii) the most recent IRS determination, opinion, notification or advisory letters issued with respect to each Company Benefit Employee Plan. To the Knowledge of the Company, there is no fact, condition, or circumstance since the date the documents were provided in accordance with this paragraph (b), which would materially affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or Employee Agreement or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. To the Knowledge of the Company or any Subsidiary, no verbal promises or representations have been made to any Employees to increase their compensation or to continue their employment for which such tests are requiredany specific duration.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) the most recent summary plan description together with the summary(iessummary(is) of material modifications thereto, if any, required under ERISA with respect to each Company Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to Company and its Subsidiariesthe Company, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the three most recent plan years’ fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe most recent plan year, and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of: (i) of all documents embodying or relating to each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Planwritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit PlanEmployee Plan or related trust; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) any applicable summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Benefit Employee Plan; (vi) all IRS determination, opinion, notification and advisory lettersletters 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; (vii) all material written agreements and contracts relating to each Company Employee Plan or its related trust; (viii) all communications material to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit PlansEmployee Plans or any Employee's participation thereunder, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to the Company and its Subsidiaries, taken as a whole; (viii) all material correspondence to or from any governmental agency relating to any the Company Benefit Employee Plan; and (ix) the three most recent COBRA forms and related notices; (x) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xi) 401(k) discrimination tests, if any, for each Company Employee Plan for the most recent plan years’ discrimination tests for year; and (xii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prepared in connection with each Company Benefit Plan for which such tests are requiredEmployee Plan.

Documents. The Company has provided or made available to Parent correct (upon request) a complete and complete copies accurate copy of: (i) all documents embodying each Company Benefit Plan and setting forth the terms of each Company Employee Plan, International Employee Plan, and each Employment Agreement required to be disclosed pursuant to Section 2.12(b) above including (including, without limitation, all amendments thereto and all related trust documents), administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iii) the three two (2) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of the Company Benefit Employee Plan assets; (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 Benefit Employee Plan; (vi) all IRS determination, opinion, notification and advisory lettersletters received by the Company and relating to the Company Employee Plans, 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 by the Company material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiaries, taken as a wholethe Company; (viii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Benefit Employee Plan; and (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law) with respect to current or former employees eligible for COBRA benefits as of the three date hereof; (x) the two (2) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. Company has provided or made available to Parent Parent: (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Plan Employee Plan, International Employee Plan, and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (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 Benefit 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; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiaries, taken as a wholeCompany; (viiiix) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; (x) all COBRA forms and related 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; (xii) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available to Parent the Buyer correct and complete copies of: (i) all documents embodying each Company Benefit Employee Plan and each Company Employee Employment Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Employee Plan; (ii) all Employment Agreements, current contracts of employment or material particulars of the terms of employment (including, without prejudice to the generality of the foregoing, severance, consulting, relocation, repatriation, and expatriation arrangements) for Senior Employees; (iii) a current template or sample of a contract of employment or the material particulars of the terms and conditions of employment (including, without prejudice to the generality of the foregoing, severance, consulting, relocation, repatriation, and expatriation arrangements) for each grade or level of Company Employee; (iv) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iiiv) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit U.S. Employee Plan; (ivvi) if any Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of that Company Benefit Employee Plan assets; (vvii) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect thereto and in the case of International Employee Plans the most recent participant booklets and all material announcements to each Company Benefit Planemployees and participants; (viviii) for U.S. Employee Plans the most recent IRS determination letter, and for International Employee Plans evidence of plan approval; (ix) all IRS determination, opinion, notification and advisory letters; (vii) all material written communications relating to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit Plans, Employee Plans in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to the Company and or any of its Subsidiaries, taken as a wholeAffiliates; (viiix) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Benefit Employee Plan; and (ixxi) for U.S. Employee Plans the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan Employee Plan; and (xii) all registration statements, annual reports (for which such tests are requiredU.S. Employee Plans, Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. Company ANI has provided or made available to Parent Occam correct and complete copies of: (i) all documents embodying each Company Benefit ANI Employee Plan and each Company Employee ANI Employment Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Planplan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit ANI Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit ANI Employee Plan; (iv) if any Company Benefit the ANI Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit ANI Employee Plan assets; (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 Benefit ANI 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; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit ANI Employee Plan and any proposed Company Benefit ANI Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiaries, taken as a wholethe ANI; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit ANI Employee Plan; (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years discrimination tests for each ANI Employee Plan; and (ixxi) the three most recent plan years’ discrimination tests for all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Benefit Plan for which such tests are requiredANI Employee Plan.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit 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; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiariesthe Company, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; and , (viii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (ix) the three most recent plan years’ all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe most recent plan year, and (x) the most recent IRS determination or opinion 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: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit 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; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit PlansEmployee 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 liability material to the Company and or any of its Subsidiaries, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) forms of COBRA notices and related outsourcing contracts, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Employee Plan for the three most recent plan years’ discrimination tests for , (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Benefit Plan for which such tests are requiredEmployee Plan, (xii) forms of HIPAA Privacy Notices and forms of Business Associate Agreements to the extent required under HIPAA and (xiii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.

Documents. The Company has provided or made available furnished to Parent correct and complete copies of: (i) all documents embodying each Company Benefit Plan Employee Plan, International Employee Plan, and each Company Employee Employment Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuationsvaluations and annual and periodic accounting, if any, prepared for each Company Benefit Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; (iv) if any Company Benefit Plan is funded, the most recent annual and periodic accounting of Company Benefit Plan assets; (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 Benefit Employee Plan; (v) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan, if applicable, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiaries, taken as a wholethe Company; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; (viii) all COBRA forms and related notices (or such forms and notices as required under comparable law); (ix) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan, where applicable; (x) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts and group annuity contracts; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. Company Target has provided or made available to Parent Acquiror (i) current, correct and complete copies of: (i) of all documents embodying each Company Benefit Target Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documentsdocuments (or a summary of any oral Target Employee Plan), administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Target Employee Plan; , (iviii) if any Company Benefit the Target Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Target Employee Plan assets; , (viv) 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 Benefit Target Employee Plan; , (v) all material written agreements and contracts relating to each Target Employee Plan, including administrative service agreements and group insurance contracts, (vi) all IRS determinationeach affirmative action plan, opinionif applicable, notification and advisory letters; (vii) all communications material communications to any Company Employee employee or Company Employees employees relating to any Company Benefit Target Employee Plan and any proposed Company Benefit PlansTarget 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 liability material to Company and Target or any of its Subsidiaries, taken as a whole; (viii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Benefit Target Employee Plan; and , (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Target Employee Plan, (x) all discrimination tests for each Target Employee Plan for the three most recent plan years’ discrimination tests for , (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Benefit Target Employee Plan, to the extent applicable, (xii) all Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) privacy notices and all business associate agreements to the extent required under HIPAA, (xiii) the most recent IRS determination or opinion letter issued with respect to each Target Employee Plan for which such tests are requiredand (ivx) all rulings or notices issued by a Governmental Entity with respect to each Target Employee Plan.

Documents. The Company and each of the Subsidiaries has provided or made available to Parent Made Available (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documentsdocuments and all related management, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including existing administrative service agreements and group or other insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material communications to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit Plans, correspondence and/or notifications in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration the three year period preceding the date of payments or vesting schedules or other events which would result in any liability material to Company and its Subsidiaries, taken as a whole; (viii) all material correspondence this Agreement to or from any governmental agency or administrative service relating to any Company Benefit Employee Plan; and , (ixvii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (viii) all discrimination tests for each Company Employee Plan for the three most recent plan years’ discrimination tests for , and (ix) the most recent IRS or equivalent non-U.S. Tax authority determination, opinion, notification or advisory letters issued with respect to each Company Benefit Employee Plan. To the Knowledge of the Company, there is no fact, condition, or circumstance since the date the documents were provided in accordance with this paragraph (b), which would materially affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or Employee Agreement or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. To the Knowledge of the Company, no verbal promises or representations have been made to any Employees to materially increase their compensation or to continue their employment for which such tests are requiredany specific duration.

Documents. The Company has provided or made available to Parent correct and complete copies of: (i) all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iii) the three (3) most recent annual reports report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) summary or summaries of material modifications thereto, if any, required under ERISA with respect to each Company Benefit Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material communications written materials provided to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which that would result in any liability to the Company or any ERISA Affiliate under any Company Employee Plan; (vii) all IRS determination, opinion, notification and advisory letters, and all applications and material correspondence to Company and its Subsidiaries, taken as a wholeor from the IRS or the DOL with respect to any such application or letter; (viii) all material correspondence to or from any governmental agency in the last three (3) years relating to any Company Benefit Employee Plan; and (ix) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Employee Plan for which such tests are test is required; (x) all COBRA forms and related invoices; and (xi) all employee manuals and handbooks, policy statements, and other material relating to the employment of the current and former Employees.

Documents. The Company has provided or made available to Parent correct and complete copies of: (i) all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (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 Benefit 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; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiaries, taken as a wholethe Company; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; and (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available and each of its Subsidiaries have Made Available to Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit 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; (vii) all communications material communications to any Employee/Service Provider or Employees/Service Providers relating to any Company Employee Plan or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit PlansEmployee 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 could result in any liability material to the Company and or any of its Subsidiaries, taken as a whole; (viiivii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Benefit Employee Plan; , (viii) forms of COBRA notices and related outsourcing contracts, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Employee Plan for the three most recent plan years’ discrimination tests for , (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Benefit Plan for which such tests are requiredEmployee Plan, (xii) forms of HIPAA Privacy Notices and forms of Business Associate Agreements to the extent required under HIPAA and (xiii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.

Documents. The Company and each of the Subsidiaries has provided or made available to Parent Made Available (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documentsdocuments and all related management, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including existing administrative service agreements and group or other insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material written communications by an officer of the Company to any Company Employee or Company Employees relating to any material Company Benefit Employee Plan and any proposed material Company Benefit PlansEmployee Plan, in each case, relating to resulting in any material amendments, terminations, establishments, material increases or decreases in compensation benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to the Company and its Subsidiariesor any Subsidiary, taken as a whole; (viiivii) all material correspondence and/or notifications to or from any governmental agency or administrative service relating to any Company Benefit Employee Plan; and , (viii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (ix) all discrimination tests for each Company Employee Plan for the three most recent plan years’ discrimination tests for , and (x) the most recent IRS or equivalent non-U.S. Tax authority determination, opinion, notification or advisory letters issued with respect to each Company Benefit Employee Plan. To the Knowledge of the Company, there is no fact, condition, or circumstance since the date the documents were provided in accordance with this paragraph (b), which would materially affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or Employee Agreement or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. To the Knowledge of the Company or any Subsidiary, no verbal promises or representations have been made to any Employees to materially increase their compensation or to continue their employment for which such tests are requiredany specific duration.

Documents. Company has provided or made available to Parent Parent: (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Planthereto; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit PlanEmployee Plan or related trust; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (v) 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 Benefit 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 filings required under the Code or ERISA or any examination or submission under IRS Revenue Procedure 98-22 with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiaries, taken as a wholeCompany; (viiiix) all material correspondence to or from any governmental agency relating to any Company Benefit PlanCOBRA forms and related notices currently in use; and (ixx) the three most recent plan years’ discrimination tests for all registration statements and prospectuses prepared in connection with each Company Benefit Plan for which such tests are requiredEmployee Plan.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of: (i) of all documents embodying each material Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiariesthe Company, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all model COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the three most recent plan years’ fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe most recent plan year, and (xi) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.

Documents. The Company has provided or made available to Parent Buyer (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to the Company and its Subsidiariesor any ERISA Affiliate, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all standard COBRA forms and related notices (or such forms and notices as required under comparable law), (ix) all policies of the three most recent plan years’ Company pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe most recent plan year, and (xi) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.

Documents. Company has provided or made available to Parent Parent: (i) correct and complete copies of: (i) of all documents embodying to each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Planwritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit PlanEmployee Plan or related trust; (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (viv) 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 Benefit Employee Plan; (viv) 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; (vi) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiaries, taken as a wholeCompany; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Planstandard COBRA forms and related notices; and (ix) the three most recent plan years’ discrimination tests for all registration statements and prospectuses prepared in connection with each Company Benefit Plan for which such tests are requiredEmployee Plan.

Documents. The Company has previously provided or made available to Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Plan and or relating to each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above Plan, including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Planwritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit PlanEmployee Plan or related trust; (iv) if any Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (v) 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 Benefit Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters; letters and rulings 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, DOL or any other Governmental Entity with respect to any Company Employee Plan, (vii) all material written agreements and contracts relating to each Company Employee Plan, including fidelity or ERISA bonds, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, case relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to the Company and its Subsidiaries, taken as a wholewhich are not reflected in the current summary plan description and plan document; (viiiix) all material correspondence to or from any governmental agency forms and notices relating to any the provision of post-employment continuation of health coverage; (x) all policies pertaining to fiduciary liability insurance covering the fiduciaries of each Company Benefit Employee Plan; (xi) all discrimination and qualification tests, if any, for each Company Employee Plan for the most recent plan year; and (ixxii) the three most recent plan years’ discrimination tests for all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Benefit Plan for which such tests are requiredEmployee Plan.

Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit 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; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit PlansEmployee 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 liability material to the Company and or any of its Subsidiaries, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit 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) all discrimination tests for each Company Employee Plan for the three most recent plan years’ discrimination tests for , (xi) all registration statements, annual reports and prospectuses prepared in connection with each Company Benefit Plan for which such tests are requiredEmployee Plan, (xii) all HIPAA Privacy Notices and all Business Associate Agreements to the extent required under HIPAA and (xiii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code or by any other applicable law in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of such Company Benefit Employee Plan assets; , (viv) 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 Benefit 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; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit PlansEmployee 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 liability material Liability to Company and its Subsidiariesthe Company, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan other than routine correspondence in the normal course of operations of such Company Employee Plan; , (viii) model COBRA forms and related notices, (ix) policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Employee Plan for the three most recent plan years’ discrimination tests for , (xi) the most recent IRS (or any other applicable tax authority) determination or opinion letter issued with respect to each Company Benefit Employee Plan for which such tests are requiredand (xii) each affirmative action plan, if applicable.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit Employee Plan; , (v) all written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification communications (or such forms and advisory letters; (viinotices as required under comparable law) all material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which have not been adopted and likely would result in any material liability material to Company and its Subsidiariesthe Company, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all COBRA forms and related notices (or such forms and notices as required under comparable law), (ix) the three most recent plan years’ all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe three (3) most recent plan years, (x) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan, (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of each Company Employee Plan, and (xii) the most recent actuarial valuations, if any, prepared for each Company Employee Plan.

Documents. Company Target and each of its subsidiaries has provided or made available to Parent Acquiror: (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Target Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Target Employee Plan; , (iviii) if any Company Benefit the Target Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Target Employee Plan assets; , (viv) 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 Benefit Target Employee Plan; , (v) all material written agreements and contracts relating to each Target Employee Plan, including administrative service agreements and group insurance contracts, (vi) all IRS determinationeach affirmative action plan, opinionif applicable, notification and advisory letters; (vii) all material communications to any Company Employee employee or Company Employees employees relating to any Company Benefit Target Employee Plan and any proposed Company Benefit PlansTarget 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 liability material to Company and its Subsidiaries, taken as a whole; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Target Employee Plan; and , (ix) all model Consolidated Omnibus Budge Reconciliation Act of 1985, as amended ("COBRA") forms and related notices, (x) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Target Employee Plan, (xi) all applicable discrimination tests for each Target Employee Plan for the three most recent plan years’ discrimination tests for , (xii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prepared in connection with each Company Benefit Plan for which such tests are requiredTarget Employee Plan, (xiii) all Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA") privacy notices and all business associate agreements to the extent required under HIPAA and (xiv) the most recent Internal Revenue Service ("IRS") determination or opinion letter issued with respect to each Target Employee Plan.

Documents. Company Target has provided or made available to Parent Acquiror (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Target Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documentsdocuments (or a summary of any oral Target Employee Plan), administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Target Employee Plan; , (iviii) if any Company Benefit the Target Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Target Employee Plan assets; , (viv) 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 Benefit Target Employee Plan; , (v) all material written agreements and contracts relating to each Target Employee Plan, including administrative service agreements and group insurance contracts, (vi) all IRS determinationeach affirmative action plan, opinionif applicable, notification and advisory letters; (vii) all communications material communications to any Company Employee employee or Company Employees employees relating to any Company Benefit Target Employee Plan and any proposed Company Benefit PlansTarget 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 liability material to Company and its Target or any of the Target Subsidiaries, taken as a whole; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Target Employee Plan; and , (ix) all model Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) forms and related notices, (x) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Target Employee Plan, (xi) all discrimination tests for each Target Employee Plan for the three most recent plan years’ discrimination tests , (xii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Target Employee Plan, to the extent applicable, (xiii) all Health Insurance Portability and Accountability Act of 1996, as amended and the Health Information Technology for Economic and Clinical Health (“HITECH”) provisions of the American Recovery and Investment Act of 2009, (collectively “HIPAA”) privacy notices and all business associate agreements to the extent required under HIPAA, (xiv) the most recent IRS determination or opinion letter issued with respect to each Company Benefit Target Employee Plan for which such tests are requiredand (xv) all rulings or notices issued by a governmental agency with respect to each Target Employee Plan.

Documents. The Company has provided or made available to Parent correct and complete copies of: (or, if a plan is not written, a written description) of all Company Employee Plans and amendments thereto and forms of award agreements supplementing the content of Company Employee Plans in each case that are in effect as of the date hereof, and, to the extent applicable to the payment of a benefit or compensation, (i) all documents embodying each Company Benefit Plan related trust agreements, funding arrangements, insurance Contracts and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documentsnow in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for determination letter received regarding the tax-qualified status of each Company Benefit Plan; Employee Plan and the application for any pending determination letter request, (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with for each Company Benefit Employee Plan; , (iv) if any Company Benefit Plan is funded, the Form 5500 Annual Returns/Reports for the most recent annual and periodic accounting of three (3) plan years for each Company Benefit Plan assets; Employee Plan, (v) the most recent current summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to for each Company Benefit Employee Plan; , (vi) for the preceding three (3) plan years, all IRS determinationactuarial valuation reports related to any Company Employee Plans, opinion, notification and advisory letters; (vii) all annual reports or returns, audited or unaudited financial statements, actuarial valuations, summary annual reports and summary plan descriptions issued with respect to the Company Employee Plans are correct and accurate in all material communications respects as of the dates thereof, and there have been no amendments filed to any Company Employee of such reports, returns, statements, valuations or Company Employees relating descriptions or required to any Company Benefit Plan make the information therein correct and any proposed Company Benefit Plans, accurate in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to Company and its Subsidiaries, taken as a whole; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Plan; and (ix) the three most recent plan years’ discrimination tests for each Company Benefit Plan for which such tests are requiredrespects.

Documents. The Company has provided or made available to Parent correct and complete copies of: for review (to the extent applicable) (i) all documents embodying the current plan document for each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, and with respect to any Company Employee Plan that has been merged into another Company Employee Plan, the plan documents in effect immediately prior to the merger of such Company Benefit Plan; plan, (ii) the most recent annual actuarial valuations, if any, prepared valuations and/or audited statement of assets and liabilities for each Company Benefit Employee Plan; , (iii) the three (3) most recent annual reports reports, returns, securities registration statements (Form Series 5500 and all schedules and financial statements attached thereto)other than those available on ▇▇▇▇▇) or other filings, if any, required to be filed with any Governmental Entity under ERISA or the Code any applicable Legal Requirement in connection with each Company Benefit Employee Plan; , (iv) if any Company Benefit Plan is funded, the most recent annual and periodic accounting of Company Benefit Plan assets; (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 Benefit Plan; (vi) all IRS determination, opinion, notification and advisory lettersletters with respect to Company Employee Plans intended to be qualified under Section 401(a) of the Code, (v) all material written correspondence by the Company to, or received by the Company from, any Governmental Entity relating to any Company Employee Plan, (vi) all discrimination tests for each Company Employee Plan, if applicable, for the most recent three (3) plan years; (vii) all model COBRA (as defined below) forms and related notices; (viii) all material communications from the Company to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit Plans, in each case, during the last three (3) years 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 to Company and its Subsidiaries, taken as a whole; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Plan; and (ix) the three most recent plan years’ discrimination tests for each Company Benefit Plan for which such tests are required.schedules

Documents. Company has The Acquired Companies have provided or made available to Parent correct and complete copies of: (i) all documents embodying each Company Benefit Employee Plan and and, as of the date of this Agreement, each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including in each case all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (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 Benefit 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; (vii) all written communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiaries, taken as a wholethe Company; (viii) all material correspondence to or from any governmental agency Governmental Body relating to any Company Benefit Employee Plan; and (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available to Parent Parent, (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and copies of all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, forms of agreement and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Planenrollment used therewith; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit PlanEmployee Plan or related trust; (iv) the most recent summary plan description together with the most recent summary of material modifications, if any, required under ERISA with respect to each Employee Plan; (v) the two most recent IRS determination letters and rulings relating to Employee Plans and copies of all applications and correspondence to or from the IRS or the Department of Labor ("DOL") delivered or received within the five (5) year period preceding the Closing Date with respect to any Company Benefit Employee Plan; (vi) if the Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (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 Benefit Plan; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material agreements and contracts relating to each Employee Plan, including but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; and (viii) all communications material to any Company Employee or Company Employees Employees, which have been communicated or proposed within the three (3) year period preceding the Closing Date, relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to the Company and or any of its Subsidiaries, taken as a whole; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Plan; and (ix) the three most recent plan years’ discrimination tests for each Company Benefit Plan for which such tests are requiredAffiliates.

Documents. The Company has provided or made available to Parent correct and complete copies of: (i) correct and --------- complete copies of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications to any employee or employees relating to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to Company and its Subsidiariesthe Company, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the three most recent plan years’ fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe three (3) most recent plan years, (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, and (xii) the most recent IRS determination or opinion letter, if any, issued with respect to each Company Employee Plan.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiariesthe Company, taken as a whole; (viiivii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Benefit Plan; Employee Plan within the past six (6) years, (viii) all model COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the three most recent plan years’ fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe three (3) most recent plan years, and (xi) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code or by any other applicable law in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of such Company Benefit Employee Plan assets; , (viv) 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 Benefit 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; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit PlansEmployee 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 liability material Liability to Company and its Subsidiariesthe Company, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan other than routine correspondence in the normal course of operations of such Company Employee Plan; , (viii) model COBRA forms and related notices, (ix) policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Employee Plan for the three most recent plan years’ discrimination tests for , (xi) the most recent IRS (or any other applicable tax authority) determination or opinion letter issued with respect to each Company Benefit Employee Plan for which such tests are requiredthat is intended to be tax qualified and (xii) each affirmative action plan, if applicable.

Documents. The Company has provided or made available (prior to the Closing Date) to Parent correct and complete copies of: of the following items, all of which are listed in Section 2.20(c) of the Disclosure Letter: (i) all documents embodying or relating to each Company Benefit Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above Agreement, including all amendments thereto and written interpretations thereof and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, contracts and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; ; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; ; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Plan; Plan or related trust; (iv) if any a Company Benefit Plan is funded, the most recent annual and periodic accounting of such Company Benefit Plan assets; ; (v) 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 Benefit Plan; ; (vi) all current IRS determination, opinion, notification and advisory letters; letters and rulings relating to each Company Plan and copies of all pending applications and related correspondence to or from the IRS or the Department of Labor (“DOL”) with respect to any Company Plan; (vii) all communications that are currently in effect that are material communications to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiaries, taken as a whole; the Company; (viii) all material correspondence within the five years prior to the date of this Agreement to or from any governmental agency Governmental Entity relating to any Company Benefit Plan other than matters related to Section 2.20(c)(vi); (ix) all current COBRA forms and related notices (or such forms and notices as required under comparable law); and (x) the three (3) most recent plan years discrimination tests, if any, for each Company Plan; and (ixxi) the three most recent plan years’ discrimination tests for all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prepared in connection with each Company Benefit Plan for which such tests are requiredPlan.

Documents. The Company has provided or made available to Parent (to the extent requested by Parent or its legal counsel) correct and complete copies of: (i) all documents embodying each Company Benefit Employee Plan and each Company Employee Employment Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and and, to the extent applicable, all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; two (iii2) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material communications relating to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit PlansEmployee 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 liability material to Company and its Subsidiariesthe Company, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , except that with respect to IRS determination, opinion, notification and advisory letters, only the most recent such letter has been made available, (viii) samples of all COBRA forms and related notices (or such forms and notices as required under comparable law), (ix) all policies pertaining to fiduciary liability insurance covering the three fiduciaries for each Company Employee Plan, (x) the two (2) most recent plan years’ years discrimination tests for each Company Benefit Plan Employee Plan, to the extent applicable and to the extent not shown on any Form 5500 provided to Parent, and (xi) the most recent annual actuarial valuations, if any, prepared for which such tests are requiredeach Company Employee Plan.

Documents. The Company has provided or made available to Parent Parent, (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, documents and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plancopies of all forms of agreement and enrollment used therewith; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit PlanEmployee Plan or related trust; (iv) the most recent summary plan description together with the most recent summary of material modifications, if any, required under ERISA with respect to each Employee Plan; (v) all IRS determination letters and rulings relating to Employee Plans and copies of all applications and correspondence to or from the IRS, the Department of Labor ("DOL") or any Company Benefit other governmental agency, with respect to any Employee Plan; (vi) if the Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (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 Benefit Plan; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material agreements and contracts relating to each Employee Plan, including but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit PlansEmployee 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 liability material to the Company and its Subsidiaries, taken as a whole; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Plan; and (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law); (x) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xi) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan; and (xii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available delivered to Parent correct a complete and complete copies ofaccurate copy of the following: (i) all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including Employment Agreement, including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, contracts and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit PlanEmployee Plan and Company Employment Agreement; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; (iv) if any Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (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 Benefit Employee Plan; (vi) the most recent IRS determination letter, and all applications and correspondence to or from the IRS determination, opinion, notification and advisory lettersor the DOL with respect to any such application or letter; (vii) all written communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiaries, taken as a wholethe Company; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; and (ix) all current model COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available Delivered to Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code or by any other applicable law in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of such Company Benefit Employee Plan assets; , (viv) 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 Benefit 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; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit PlansEmployee 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 liability material Liability to Company and its Subsidiariesthe Company, taken as a whole; (viiivii) all material correspondence to or from any governmental agency applicable Governmental Entity relating to any Company Benefit Employee Plan other than routine correspondence in the normal course of operations of such Company Employee Plan; , (viii) model COBRA forms and related notices, (ix) policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Employee Plan for the three most recent plan years’ discrimination tests for , and (xi) the most recent IRS (or any other applicable tax authority) determination or opinion letter issued with respect to each Company Benefit Plan for which such tests are requiredEmployee Plan.

Documents. The Company has provided delivered or made available to the Parent (i) correct and complete copies of: (i) all documents embodying each Company Benefit Plan and of each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above Plan, including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Planthereto; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code Code, or any similar Laws of other jurisdictions applicable to the Company, in connection with each Company Benefit PlanEmployee Plan or related trust; (iv) if any Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (v) 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 Benefit Employee Plan; (vi) all IRS determination, opinion, notification and advisory lettersletters and rulings from the IRS or any similar Governmental Entity having jurisdiction over the Company relating to Company Employee Plans and copies 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; (vii) all material written agreements and contracts relating to each Company Employee Plan, including fidelity or ERISA bonds, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, case relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material Liability to the Company and its Subsidiaries, taken as a wholewhich are not reflected in the current summary plan description and plan document; (viiiix) all material correspondence to or from any governmental agency forms and notices relating to any the provision of post-employment continuation of health coverage; (x) all policies pertaining to fiduciary Liability insurance covering the fiduciaries of each Company Benefit Employee Plan; and (ixxi) all discrimination and qualification tests, if any, for each Company Employee Plan for the three most recent plan years’ discrimination tests for each Company Benefit Plan for which such tests are requiredyear.

Documents. The Company has provided or made available to Parent Made Available (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documentsdocuments and all related management and/or monitoring and/or information documents and/or records required by Legal Requirements, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit Employee Plan; , (v) all 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 IRS determination, opinion, notification and advisory letters; communications within the past three (vii3) all material communications years to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit PlansEmployee 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 liability material to Company and its Subsidiariesthe Company, taken as a whole; (viiivii) 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 Benefit Employee Plan; , (viii) all current model COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the three most recent plan years’ fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Benefit Employee Plan for the three (3) most recent plan years, and (xi) the most recent IRS determination, opinion, notification or advisory letters issued with respect to each Company Employee Plan that is a tax-qualified retirement plan. There is no fact, condition, or circumstance since the date the documents were provided in accordance with this paragraph (b), which such tests are requiredwould 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. 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 Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit 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; (vii) all material communications material to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit PlansEmployee Plan, in each case, relating to any material amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to the Company and or any of its Subsidiaries, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan other than correspondence that is not reasonably likely to result in a material liability to the Company or any of its Subsidiaries, (viii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; and , (ix) all discrimination tests performed to demonstrate compliance with requirements of the Code for each Company Employee Plan for the three most recent plan years’ discrimination tests for , (x) all prospectuses prepared in connection with each Company Benefit Employee Plan for which such tests are requiredand (xi) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of: (i) of all material documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit Employee Plan; , (v) all material written agreements and material written contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications to any current employee or current employees relating to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material Liability to Company and its Subsidiariesthe Company, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all model COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the three most recent plan years’ fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe three (3) most recent plan years, and (xi) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.

Documents. The Company has provided or made available to Parent Acquiror (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documentsdocuments (or a summary of any oral Company Employee Plan), administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of the Company Benefit Employee Plan assets; , (viv) 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 Benefit 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 determinationeach affirmative action plan, opinionif applicable, notification and advisory letters; (vii) all communications material communications to any employee or employees relating to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit PlansEmployee 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 liability material to the Company and its Subsidiariesor any Company Subsidiary, taken as a whole; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; and , (ix) all model Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) forms and related notices, (x) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (xi) all discrimination tests for each Company Employee Plan for the three most recent plan years’ discrimination tests for , (xii) all registration statements, annual reports and prospectuses prepared in connection with each Company Benefit Employee Plan, to the extent applicable, (xiii) all Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) privacy notices and all business associate agreements to the extent required under HIPAA, (xiv) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan for which such tests are required.and (xv) all rulings or notices issued by a governmental agency with respect to each Company Employee Plan. (c)

Documents. The Company has provided or made available to Parent correct and complete copies of: (i) correct and --------- complete copies of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all written communications material communications to any employee or employees relating to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to Company and its Subsidiariesthe Company, taken as a whole; (viiivii) all material correspondence of the Company to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all written COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the three most recent plan years’ fiduciaries for each Company Employee Plan, (x) if any all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe most recent plan years, and (xi) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.

Documents. The Company has provided or made available to Parent correct and complete copies of: (i) all documents embodying each Company Benefit Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above Plan, including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit PlanEmployee Plan and a written description of any unwritten Company Employee Plans; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) summary or summaries of material modifications thereto, if any, required under ERISA with respect to each Company Benefit Employee Plan; (vi) all the most recent IRS determination, opinionadvisory, notification and advisory or opinion letters; (vii) all material communications to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to Company and its Subsidiaries, taken as a whole; (viii) all non-routine material correspondence to or from any governmental agency in the last three (3) years relating to any Company Benefit Employee Plan; and (ixviii) except as set forth in Section 3.12(b) of the Company Disclosure Letter, the three (3) most recent plan years’ discrimination tests for each Company Benefit Employee Plan for which such tests are test is required. Each Company Employee Plan has expressly reserved to the Company or ERISA Affiliate the right to amend, modify, or terminate each Company Employee Plan, or any portion of any Company Employee Plan, without Liability to the Company or ERISA Affiliate.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to Company and its Subsidiariesthe Company, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all COBRA forms and related notices used by the Company (or such forms and notices as required under comparable law), (ix) all policies pertaining to fiduciary liability insurance covering the three most recent plan years’ fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Benefit Employee Plan for the most recent plan year for which such tests are requiredhave been required to be performed, and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available and each of its Subsidiaries have delivered to Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit 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; (vii) all communications material communications to any Employee/Service Provider or Employees/Service Providers relating to any Company Employee Plan or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit PlansEmployee 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 could result in any liability material to the Company and or any of its Subsidiaries, taken as a whole; (viiivii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Benefit Employee Plan; , (viii) forms of COBRA notices and related outsourcing contracts, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Employee Plan for the three most recent plan years’ discrimination tests for , (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Benefit Plan for which such tests are requiredEmployee Plan, (xii) forms of HIPAA Privacy Notices and forms of Business Associate Agreements to the extent required under HIPAA and (xiii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.

Documents. The Company has provided or made available to Parent Made Available (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documentsdocuments and all related management, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including existing administrative service agreements and group or other insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; correspondence and/or notifications in the three (vii3) all material communications to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration year period preceding the date of payments or vesting schedules or other events which would result in any liability material to Company and its Subsidiaries, taken as a whole; (viii) all material correspondence this Agreement to or from any governmental agency or administrative service relating to any Company Benefit Employee Plan; and , (ixvii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (viii) all discrimination tests for each Company Employee Plan for the three most recent plan years’ discrimination tests for , and (ix) the most recent IRS or equivalent non-U.S. Tax authority determination, opinion, notification or advisory letters issued with respect to each Company Benefit 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 (d), which would materially affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or Employee Agreement or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. To the Knowledge of the Company, no verbal promises or representations have been made to any Employees to materially increase their compensation or to continue their employment for which such tests are requiredany specific duration.

Documents. The Company has provided or made available to Parent (i) correct --------- and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit PlansEmployee 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 material to Company and its Subsidiariesthe Company, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the three most recent plan years’ fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe most recently completed plan year, and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code or by any other applicable law in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of such Company Benefit Employee Plan assets; , (viv) 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 Benefit 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 determinationeach affirmative action plan, opinionif applicable, notification and advisory letters; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit PlansEmployee 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 liability material Liability to Company and its Subsidiariesthe Company, taken as a whole; (viii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Benefit Employee Plan other than routine correspondence in the normal course of operations of such Company Employee Plan; and , (ix) model COBRA forms and related notices, (x) policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (xi) all discrimination tests for each Company Employee Plan for the three most recent plan years’ discrimination tests for , and (xii) the most recent IRS (or any other applicable tax authority) determination or opinion letter issued with respect to each Company Benefit Plan for which such tests are requiredEmployee Plan.

Documents. The Company has provided or made available to Parent Sybase (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to the Company and or any of its Subsidiariessubsidiaries, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the three most recent plan years’ fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe most recent plan year, and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. Company The Parent has provided or made available Company with access to Parent correct and complete copies ofthe following documents: (i) accurate and complete copies of all documents embodying each Company Benefit Parent Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Planthereto; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit PlanParent Employee Plan or related trust; (iviii) if any Company Benefit the Parent Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Parent Employee Plan assets; (viv) 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 Benefit Parent Employee Plan; (viv) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (vi) all written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (vii) all written communications material communications to any Company Employee or Company Employees relating to any Company Benefit Parent Employee Plan and any proposed Company Benefit Parent Employee Plans, in each case, relating to any material amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiaries, taken as a wholethe Parent; (viii) the form of COBRA notice used by the Parent; (ix) all material correspondence to or from any governmental agency relating to any Company Benefit registration statements and prospectuses prepared in connection with each Parent Employee Plan; and (ixx) a list of all employees, officers and consultants of the three most recent plan years’ discrimination tests for Parent reflecting each Company Benefit Plan for which such tests are requiredperson’s current title and/or job description and compensation.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiariesthe Company, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all model COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the three most recent plan years’ fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Benefit Employee Plan for which such tests are required.the three (3) most recent plan years, and

Documents. The Company has provided or made available to Parent ▇▇▇▇▇▇ correct and --------- complete copies of: (i) all documents embodying each Company Benefit Plan Employee Plan, International Employee Plan, and each Company Employee Employment Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (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 Benefit 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; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiaries, taken as a wholethe Company; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; and (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available to Parent correct and complete copies of: (i) all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (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 Benefit Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material communications to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to Company and its Subsidiaries, taken as a whole; (viii) all material correspondence to or from any governmental agency in the past three years relating to any Company Benefit Employee Plan; and (ixviii) the three most recent plan years’ discrimination tests for each Company Benefit Employee Plan for which the last plan year ending prior to the Closing Date, to the extent applicable; (ix) all prospectuses prepared in connection with each Company Employee Plan; and (x) visa and work permit information with respect to the current Company Employees; provided that the Company may limit any information under this Section 2.12 as required by law, treaty rule or regulation of any Governmental Entity applicable to the Company or its Subsidiaries to restrict or prohibit access to such tests are requiredinformation.

Documents. The Company has provided or made available to Parent correct and complete copies of: (i) all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) summary or summaries of material modifications thereto, if any, required under ERISA with respect to each Company Benefit Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material communications written materials provided to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which that would result in any liability to the Company or any ERISA Affiliate under any Company Employee Plan; (vii) all IRS determination, opinion, notification and advisory letters, and all applications and material correspondence to Company and its Subsidiaries, taken as a wholeor from the IRS or the DOL with respect to any such application or letter; (viii) all material correspondence to or from any governmental agency in the last six (6) years relating to any Company Benefit Employee Plan; and (ix) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Employee Plan for which such tests are test is required; and (x) all COBRA forms and related notices.

Documents. Company Target and each of its subsidiaries has provided or made available to Parent Acquiror (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Target Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Target Employee Plan; , (iviii) if any Company Benefit the Target Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Target Employee Plan assets; , (viv) 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 Benefit Target Employee Plan; , (v) all material written agreements and contracts relating to each Target Employee Plan, including administrative service agreements and group insurance contracts, (vi) all IRS determinationeach affirmative action plan, opinionif applicable, notification and advisory letters; (vii) all communications material communications to any Company Employee employee or Company Employees employees relating to any Company Benefit Target Employee Plan and any proposed Company Benefit PlansTarget 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 liability material to Company and Target or any of its Subsidiariessubsidiaries, taken as a whole; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Target Employee Plan; and , (ix) all model COBRA forms and related notices, (x) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Target Employee Plan, (xi) all discrimination tests for each Target Employee Plan for the three most recent plan years’ discrimination tests for , (xii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Benefit Plan for which such tests are requiredTarget Employee Plan, (xiii) all HIPAA privacy notices and all business associate agreements to the extent required under HIPAA and (xiv) the most recent IRS determination or opinion letter issued with respect to each Target Employee Plan.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiariesthe Company, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all model COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the three most recent plan years’ fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe three (3) most recent plan years, and (xi) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit Employee Plan; , (v) all material written Contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which that would result in any liability material Liability to Company and its Subsidiariesthe Company, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) model COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the three most recent plan years’ fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe three (3) most recent plan years, and (xi) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.

Documents. The Company has provided or made available Parent with access to Parent correct and complete copies ofthe following documents: (i) accurate and complete copies of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Planthereto; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit PlanEmployee Plan or related trust; (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (viv) 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 Benefit Employee Plan; (viv) 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; (vi) all written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (vii) all written communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any material amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiaries, taken as a wholethe Company; (viii) the form of COBRA notice used by the Company; (ix) all material correspondence to or from any governmental agency relating to any registration statements and prospectuses prepared in connection with each Company Benefit Employee Plan; and (ixx) a list of all employees, officers and consultants of the three most recent plan years’ discrimination tests for Company reflecting each Company Benefit Plan for which such tests are requiredperson’s current title and/or job description and compensation.

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

Documents. The Company has previously provided or made available to Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Plan and or relating to each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above Plan, including all amendments thereto and all related trust documentswritten interpretations thereof, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; , (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Plan; Employee Plan or related trust, (iv) if any Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (v) 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 Benefit Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters; 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 Entity with respect to any Company Employee Plan, (vii) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, fidelity or ERISA bonds, administrative service agreements, group annuity contracts and group insurance contracts, (viii) all communications material to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, case relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules schedules, other than individual employee statements of benefits or distribution notices issued in the ordinary course of business, or other events which would result in any material liability material to the Company and its Subsidiarieswhich are not reflected in the current summary plan description and plan document, taken as a whole; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Plan; and (ix) all forms and notices relating to the three provision of post-employment continuation of health coverage, (x) all policies pertaining to fiduciary liability insurance covering the fiduciaries of each Company Employee Plan and (xi) all discrimination and qualification tests, if any, for each Company Employee Plan for the most recent plan years’ discrimination tests for each Company Benefit Plan for which such tests are requiredyear.

Documents. The Company has provided or made available to Parent Made Available (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documentsdocuments and all related management, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including existing administrative service agreements and group or other insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material communications to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit Plans, correspondence and/or notifications in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration the three year period preceding the date of payments or vesting schedules or other events which would result in any liability material to Company and its Subsidiaries, taken as a whole; (viii) all material correspondence this Agreement to or from any governmental agency or administrative service relating to any Company Benefit Employee Plan; and , (ixvii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (viii) all discrimination tests for each Company Employee Plan for the three most recent plan years’ discrimination tests for , and (ix) the most recent IRS or equivalent non-U.S. Tax authority determination, opinion, notification or advisory letters issued with respect to each Company Benefit Employee Plan. To the Knowledge of the Company, no promises or commitments have been made to amend any Company Employee Plan or Employee Agreement or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. To the Knowledge of the Company, no verbal promises or representations have been made to any Employees to materially increase their compensation or to continue their employment for which such tests are requiredany specific duration.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiariesthe Company, taken as a whole; (viiivii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Benefit Plan; Employee Plan within the past six (6) years, (viii) all model COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the three most recent plan years’ fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe three (3) most recent plan years, and (xi) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.

Documents. The Company has provided or made available to Parent correct and complete copies ofParent: (i) correct --------- and complete copies of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; (iviii) if any Company Benefit the Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (viv) 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 Benefit Employee Plan; (v) all material written agreements and contracts relating to each Employee Plan, including, but not limited to, administrative service agreements and group insurance contracts; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications to any Company Employee or Company Employees (other than individual benefits Statements) relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to Company and its Subsidiaries, taken as a wholethe Company; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; (viii) all COBRA forms and related notices; (ix) all insurance policies pertaining to fiduciary liability insurance covering the fiduciaries for each Employee Plan; and (ixx) the three most recent plan years’ all discrimination tests for each Company Benefit Employee Plan subject to discrimination testing for which such tests are requiredthe most recent plan year.

Documents. Company has provided or The Shareholders have made available to Parent Buyer (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code or other applicable laws in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA or other applicable laws with respect to each Company Benefit 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; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit PlansEmployee 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 material to Company and its Subsidiariesthe Company, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all COBRA forms and other related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) if applicable, all discrimination tests for each Company Employee Plan for the three most recent plan years’ discrimination tests for , and (xi) all registration statements, annual reports and prospectuses prepared in connection with each Company Benefit Plan for which such tests are requiredEmployee Plan.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; (iviii) if any a Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (viv) 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 Benefit 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; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit PlansEmployee 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 liability material to Company and its Subsidiaries, taken as a wholethe Company; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit 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) all nondiscrimination test reports and summaries for each Company Employee Plan for the three most recent plan years’ discrimination tests for ; (xi) all registration statements, annual reports and prospectuses prepared in connection with each Company Benefit Plan for which such tests are requiredEmployee Plan; and (xii) the most recent IRS determination or opinion letter issued, with respect to each Company Employee Plan.

Documents. The Company has provided or made available to Parent Buyer (i) correct and complete copies of: (i) of all documents embodying or relating to each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Planwritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit PlanEmployee Plan or related trust; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) any applicable summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Benefit Employee Plan; (vi) all IRS determination, opinion, notification and advisory lettersletters 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; (vii) all material written agreements and contracts relating to each Company Employee Plan or its related trust; (viii) all communications material to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit PlansEmployee Plans or any Employee's participation thereunder, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to the Company and its Subsidiaries, taken as a whole; (viii) all material correspondence to or from any governmental agency relating to any the Company Benefit Employee Plan; and (ix) the three most recent COBRA forms and related notices; (x) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xi) 401(k) discrimination tests, if any, for each Company Employee Plan for the most recent plan years’ discrimination tests for year; and (xii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prepared in connection with each Company Benefit Plan for which such tests are requiredEmployee Plan.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of: (i) of all documents embodying each material Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code or by any other applicable Law in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of such Company Benefit Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) each summary of material modifications thereto, if any, required under ERISA or by any other applicable Law with respect to each Company Benefit Employee Plan; , (v) all current 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 {N4442029.10} 255288355 v23 material written communications relating to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material Liability to the Acquired Companies, to the extent not reflected in the documentation constituting such Company and its SubsidiariesEmployee Plan, taken as a whole; (viiivii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Benefit Employee Plan other than routine correspondence in the normal course of operations of such Company Employee Plan; and , (viii) current policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, if any, (ix) all discrimination tests for each Company Employee Plan for the three most recent plan years’ discrimination tests for , and (x) the most recent IRS (or any other applicable tax authority) determination or opinion letter issued with respect to each Company Benefit Employee Plan for which such tests determination letters are requiredcurrently available.

Documents. The Company has provided or made available furnished to Parent Purchaser: (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit 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 determinationcommunications, opinionincluding without limitation any notice required under Section 4980F of the Code and Section 204(h) of ERISA, notification and advisory letters; (vii) all material communications to any employee or employees relating to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit PlansEmployee 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 liability material to the Company and its Subsidiariesor any ERISA Affiliate, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit 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) all discrimination tests for each Company Employee Plan for the three most recent plan years’ discrimination tests for , (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Benefit Plan for which such tests are requiredEmployee Plan, (xii) all HIPAA policies and procedures, privacy notices and business associate agreements to the extent required under HIPAA and (xiv) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.

Documents. The Company has provided or made available to Parent KLA-Tencor correct and complete copies of: (iA) all documents agreements or other contracts embodying each Company Benefit Plan Employee Plan, International Employee Plan, and each Company Employee Employment Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (iiB) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iiiC) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; (ivD) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (vE) 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 Benefit Employee Plan; (viF) 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; (viiG) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiaries, taken as a wholethe Company; (viiiH) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; (I) copies of all material COBRA forms and related notices (ixor such forms and notices as required under comparable law) specifically addressed to the Company Employee Plan; (J) the three most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan; and (K) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available to Parent correct and complete copies of: (i) all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required filed under ERISA or the Code in connection with each Company Benefit Employee Plan; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (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 Benefit 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; (vii) all written Contracts relating to each Company Employee Plan, including administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to Company and its Subsidiaries, taken as a wholethe Company; (viiiix) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; (x) all COBRA forms and related notices (or such forms and notices as required under comparable Law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; and (ixxii) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan, if any.

Documents. The Company has provided or made available Parent with access to Parent correct and complete copies ofthe following documents: (i) accurate and complete copies of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Planthereto; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit PlanEmployee Plan or related trust; (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (viv) 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 Benefit Employee Plan; (viv) 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; (vi) all written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (vii) all written communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any material amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to Company and its Subsidiaries, taken as a wholethe Company; (viii) the form of COBRA notice used by the Company; (ix) all material correspondence to or from any governmental agency relating to any registration statements and prospectuses prepared in connection with each Company Benefit Employee Plan; and (ixx) a list of all employees, officers and consultants of the three most recent plan years’ discrimination tests for Company reflecting each Company Benefit Plan for which such tests are requiredperson's current title and/or job description and compensation.

Documents. The Company has provided or made available to Parent or its representatives (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and thereto, all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, documents and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuationssummary plan description together with the summary(ies) of material modifications thereto, if any, prepared for each Company Benefit Plan; (iiiii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (iv) all material written agreements and Contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (v) the most recent summary plan description together with the summary(ies) of material modifications theretoeach affirmative action plan, if anyapplicable, required under ERISA with respect to each Company Benefit Plan; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material communications to any Company Current Employee or Company Employees relating to any Company Benefit Employee Plan or Employment Agreement and any proposed Company Benefit PlansEmployee Plan or Employment Agreement, 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 that would result in any material liability material to Company and its Subsidiariesthe Company, taken as a whole; (viiivii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Benefit Employee Plan; , if any, (viii) all COBRA forms and related notices, if any, (ix) all discrimination tests for each Company Employee Plan for the three most recent plan years’ discrimination tests for , and (x) all HIPAA Privacy Notices and all Business Associate Agreements to the extent required under HIPAA and (xiii) the most recent IRS determination or opinion letter issued with respect to each Company Benefit Plan for which such tests are requiredEmployee Plan, if applicable.

Documents. The Company has provided or made available to Parent correct and complete copies of: (i) correct and --------- complete copies of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above Agreement, including without limitation all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including without limitation administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to Company and its Subsidiariesthe Company, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the three most recent plan years’ fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe most recent plan year, and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

Documents. The Company has provided or made available to Parent Buyer, in each case as applicable, (i) true, correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above Agreement, including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or ERISA, the Code or by any other applicable Law in connection with each Company Benefit Employee Plan; , (iviii) if any for each Company Benefit Employee Plan that is fundeda funded plan, the most recent annual and periodic accounting of such Company Benefit Employee Plan assets; , (viv) 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 Benefit Employee Plan; , (v) all current, material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, other funding vehicles and similar agreements, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material communications relating to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit PlansEmployee 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 liability material Liability to Company and its Subsidiariesthe Group Companies, taken as a whole; (viiivii) all material filings and correspondence to or from any governmental agency Governmental Entity relating to any Company Benefit Employee Plan other than routine correspondence or filings in the normal course of operations of such Company Employee Plan; and , (viii) current policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, if any, (ix) all discrimination tests for each Company Employee Plan for the three most recent plan years’ discrimination tests for , and (x) the most recent IRS (or any other applicable Taxing Authority) determination or opinion letter issued with respect to each Company Benefit Employee Plan for which such tests determination letters are requiredcurrently available.

Documents. The Company has provided or made available to Parent Purchaser (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit 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; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any material amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to Company and its Subsidiariesthe Company, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the three most recent plan years’ fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe three (3) most recent plan years, (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, and (xii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.

Documents. Company Target has provided or made available furnished to Parent Acquiror: (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Target Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Target Employee Plan; , (iviii) if any Company Benefit Target Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Target Employee Plan assets; , (viv) 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 Benefit Target Employee Plan; , (v) all material written agreements and contracts relating to each Target Employee Plan, including administrative service agreements and group insurance contracts, (vi) all IRS determinationcommunications, opinionincluding without limitation any notice required under Section 4980F of the Code and Section 204(h) of ERISA, notification and advisory letters; (vii) all material communications to any Company Employee employee or Company Employees employees relating to any Company Benefit Target Employee Plan and any proposed Company Benefit PlansTarget 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 liability material to Company and its SubsidiariesTarget or any ERISA Affiliate, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Target Employee Plan; , (viii) all model COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Target Employee Plan, (x) all discrimination tests for each Target Employee Plan for the three most recent plan years’ discrimination tests for , (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Benefit Plan for which such tests are requiredTarget Employee Plan, (xii) all HIPAA policies and procedures, privacy notices and business associate agreements to the extent required under HIPAA and (xiv) the most recent IRS determination or opinion letter issued with respect to each Target Employee Plan.

Documents. The Company has provided or made available to Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to Company and its Subsidiariesthe Company, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the three most recent plan years’ fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe three (3) most recent plan years, (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, and (xii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.