Common use of Employee Benefit Plans Matters Clause in Contracts

Employee Benefit Plans Matters. Section 5.14 of the Parent Disclosure Schedule contains a true and complete list of (i) all employee welfare benefit and employee pension benefit plans as defined in sections 3(1) and 3(2) of ERISA, including, but not limited to, plans that provide retirement income or result in a deferral of income by employees for periods extending to termination of employment or beyond, and plans that provide medical, surgical, or hospital care benefits or benefits in the event of sickness, accident, disability, death or unemployment and (ii) all other material employee benefit agreements or arrangements (other than "payroll practices" under DOL Regulation Section 2510.3-1) that are currently in effect as of the date of this Agreement, or have been approved before this date but are not yet effective, for the benefit of any director, officer, employee or other service provider or any former director, officer, employee or other service provider (or any of their beneficiaries) of Parent (collectively, a "Parent Beneficiary", or with respect to which Parent may have any material liability ("Parent Benefit Plans"). With respect to each Parent Benefit Plan, Parent has heretofore made available to GPSI, as applicable, complete and correct copies of each of the following documents, if any, which Parent has prepared or has been required to prepare: the Parent Benefit Plans and any amendments thereto (or if a Parent Benefit Plan is not a written agreement, a description thereof); the most recent annual Form 5500 reports filed with the IRS; the most recent statement filed with the DOL pursuant to 29 U.S.C. Par 2520.104-23; the most recent annual Form 990 and 1041 reports filed with the IRS; the most recent actuarial reports; the most recent reports prepared in accordance with Statement of Financial Accounting Standards No. 106; the most recent summary plan description and summaries of material modifications thereto; the trust agreement, group annuity contract or other funding agreement that provides for the funding of the Parent Benefit Plan; the most recent financial statement; the most recent determination letter received from the IRS; and any agreement pursuant to which Parent is obligated to indemnify any Person (including any indemnification agreements with directors of Parent). All contributions and other payments, if any, required to have been made by Parent or any entity (whether or not incorporated) that is (or is required to be) treated as a single employer with Parent under Section 414 of the Code (a "Parent ERISA Affiliate") with respect to any Parent Benefit Plan (or to any person pursuant to the terms thereof) have been or will be timely made and all such amounts properly accrued through the date of the most recent Parent Financial Statements have been reflected therein. The terms of all Parent Benefit Plans, if any, that are intended to be "qualified" within the meaning of Section 401(a) of the Code have received favorable determination letters from the IRS on the current forms of such Parent Benefit Plans or the applicable remedial amendment periods will not have ended prior to the Effective Time. Except as disclosed in Section 5.14 of the Parent Disclosure Schedule, to the Knowledge of Parent, no event or condition exists or has occurred that could cause the IRS to disqualify any Parent Benefit Plan that is intended to be qualified under Section 401(a) of the Code. Except as disclosed in Section 5.14 of the Parent Disclosure Schedule, with respect to each Parent Benefit Plan, Parent and each Parent ERISA Affiliate are in compliance in all material respects with, and each Parent Benefit Plan and related source of benefit payment is and has been operated in compliance with, its terms, all applicable Laws governing such plan or source, including, without limitation, ERISA, the Code and applicable local Law. To the Knowledge of Parent, except as set forth in Section 5.14 of the Parent Disclosure Schedule, no Parent Benefit Plan is subject to any ongoing audit, investigation, or other administrative proceeding of the IRS, the DOL, or any other Governmental Authority or is scheduled to be subject to such an audit investigation or proceeding. With respect to each Parent Benefit Plan, to the Knowledge of Parent, there exists no condition or set of circumstances that could subject Parent or any Parent ERISA Affiliate to any liability arising under the Code, ERISA or any other applicable Law (including, without limitation, any liability to or under any such plan or under any indemnity agreement to which Parent or any Parent ERISA Affiliate is a party), which liability, excluding liability for benefit claims and funding obligations, each payable in the ordinary course, could reasonably be expected to have a Material Adverse Effect on Parent. No claim, action or litigation has been made, commenced or, to the Knowledge of Parent, threatened, by or against any Parent with respect to any Parent Benefit Plan (other than for benefits in the ordinary course) that could reasonably be expected to have a Material Adverse Effect on Parent. Except as disclosed in Section 5.14 of the Parent Disclosure Schedule, no Parent Benefit Plan, if any, that is a "welfare benefit plan" (within the meaning of Section 3(1) of ERISA) provides benefits for any retired or former employees (other than as required under Sections 601 et seq. of ERISA and Section 4980 of the Code or other applicable state or local Law that specifically mandates continued health coverage). No Parent Benefit Plan is a "multiemployer plan" as defined in Section 3(3) of ERISA and neither Parent nor any Parent ERISA Affiliate has previously maintained or had an obligation to contribute to a "multiemployer plan" (as defined above). Neither Parent nor any entity that was at any time during the six-year period ending on the date of this Agreement a Parent ERISA Affiliate has ever maintained, had an obligation to contribute to, contributed to, or had any liability with respect to any plan that is or was a pension plan (as defined in Section 3(2) of ERISA) that is or was subject to Title IV of ERISA.

Employee Benefit Plans Matters. Section 5.14 of the Parent Disclosure Schedule contains a true and complete list of (i) all employee welfare benefit and employee pension benefit plans as defined in sections 3(1) and 3(2) of ERISA, including, but not limited to, plans that provide retirement income or result in a deferral of income by employees for periods extending to termination of employment or beyond, and plans that provide medical, surgical, or hospital care benefits or benefits in the event of sickness, accident, disability, death or unemployment and (ii) all other material employee benefit agreements or arrangements (other than "payroll practices" under DOL Regulation Section 2510.3-1) that are currently in effect as of the date of this Agreement, or have been approved before this date but are not yet effective, for the benefit of any director, officer, employee or other service provider or any former director, officer, employee or other service provider (or any of their beneficiaries) of Parent (collectively, a "Parent Beneficiary", or with respect to which Parent may have any material liability ("Parent Benefit Plans"). With respect to each Parent Benefit Plan, Parent has heretofore made available to GPSILandmark, as applicable, complete and correct copies of each of the following documents, if any, which Parent has prepared or has been required to prepare: the Parent Benefit Plans and any amendments thereto (or if a Parent Benefit Plan is not a written agreement, a description thereof); the most recent annual Form 5500 reports filed with the IRS; the most recent statement filed with the DOL pursuant to 29 U.S.C. Par 2520.104-23; the most recent annual Form 990 and 1041 reports filed with the IRS; the most recent actuarial reports; the most recent reports prepared in accordance with Statement of Financial Accounting Standards No. 106; the most recent summary plan description and summaries of material modifications thereto; the trust agreement, group annuity contract or other funding agreement that provides for the funding of the Parent Benefit Plan; the most recent financial statement; the most recent determination letter received from the IRS; and any agreement pursuant to which Parent is obligated to indemnify any Person (including any indemnification agreements with directors of Parent). All contributions and other payments, if any, required to have been made by Parent or any entity (whether or not incorporated) that is (or is required to be) treated as a single employer with Parent under Section 414 of the Code (a "Parent ERISA Affiliate") with respect to any Parent Benefit Plan (or to any person pursuant to the terms thereof) have been or will be timely made and all such amounts properly accrued through the date of the most recent Parent Financial Statements have been reflected therein. The terms of all Parent Benefit Plans, if any, that are intended to be "qualified" within the meaning of Section 401(a) of the Code have received favorable determination letters from the IRS on the current forms of such Parent Benefit Plans or the applicable remedial amendment periods will not have ended prior to the Effective Time. Except as disclosed in Section 5.14 of the Parent Disclosure Schedule, to the Knowledge of Parent, no event or condition exists or has occurred that could cause the IRS to disqualify any Parent Benefit Plan that is intended to be qualified under Section 401(a) of the Code. Except as disclosed in Section 5.14 of the Parent Disclosure Schedule, with respect to each Parent Benefit Plan, Parent and each Parent ERISA Affiliate are in compliance in all material respects with, and each Parent Benefit Plan and related source of benefit payment is and has been operated in compliance with, its terms, all applicable Laws governing such plan or source, including, without limitation, ERISA, the Code and applicable local Law. To the Knowledge of Parent, except as set forth in Section 5.14 of the Parent Disclosure Schedule, no Parent Benefit Plan is subject to any ongoing audit, investigation, or other administrative proceeding of the IRS, the DOL, or any other Governmental Authority or is scheduled to be subject to such an audit investigation or proceeding. With respect to each Parent Benefit Plan, to the Knowledge of Parent, there exists no condition or set of circumstances that could subject Parent or any Parent ERISA Affiliate to any liability arising under the Code, ERISA or any other applicable Law (including, without limitation, any liability to or under any such plan or under any indemnity agreement to which Parent or any Parent ERISA Affiliate is a party), which liability, excluding liability for benefit claims and funding obligations, each payable in the ordinary course, could reasonably be expected to have a Material Adverse Effect on Parent. No claim, action or litigation has been made, commenced or, to the Knowledge of Parent, threatened, by or against any Parent with respect to any Parent Benefit Plan (other than for benefits in the ordinary course) that could reasonably be expected to have a Material Adverse Effect on Parent. Except as disclosed in Section 5.14 of the Parent Disclosure Schedule, no Parent Benefit Plan, if any, that is a "welfare benefit plan" (within the meaning of Section 3(1) of ERISA) provides benefits for any retired or former employees (other than as required under Sections 601 et seq. of ERISA and Section 4980 of the Code or other applicable state or local Law that specifically mandates continued health coverage). No Parent Benefit Plan is a "multiemployer plan" as defined in Section 3(3) of ERISA and neither Parent nor any Parent ERISA Affiliate has previously maintained or had an obligation to contribute to a "multiemployer plan" (as defined above). Neither Parent nor any entity that was at any time during the six-year period ending on the date of this Agreement a Parent ERISA Affiliate has ever maintained, had an obligation to contribute to, contributed to, or had any liability with respect to any plan that is or was a pension plan (as defined in Section 3(2) of ERISA) that is or was subject to Title IV of ERISA.

Employee Benefit Plans Matters. (a) Section 5.14 4.10 of the Parent Landmark Disclosure Schedule contains a true and complete list of (i) all employee welfare benefit and employee pension benefit plans as defined in sections 3(1) and 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including, but not limited to, plans that provide retirement income or result in a deferral of income by employees for periods extending to termination of employment or beyond, and plans that provide medical, surgical, or hospital care benefits or benefits in the event of sickness, accident, disability, death or unemployment and (ii) all other material employee benefit agreements or arrangements (other than "“payroll practices" ” under DOL Department of Labor (the “DOL”) Regulation Section 2510.3-1) that are currently in effect as of the date of this Agreement, or have been approved before this date but are not yet effective, for the benefit of any director, officer, employee or other service provider or any former director, officer, employee or other service provider (or any of their beneficiaries) of Parent Landmark (collectively, a "Parent “Landmark Beneficiary"”), or with respect to which Parent Landmark may have any material liability ("Parent “Landmark Benefit Plans"”). (b) With respect to each Parent Landmark Benefit Plan, Parent Landmark has heretofore made available to GPSIParent, as applicable, complete and correct copies of each of the following documents, if any, documents which Parent Landmark has prepared or has been required to prepare: (i) the Parent Landmark Benefit Plans and any amendments thereto (or if a Parent Landmark Benefit Plan is not a written agreement, a description thereof); (ii) the most recent annual Form 5500 reports filed with the IRS; (iii) the most recent statement filed with the DOL pursuant to 29 U.S.C. Par par 2520.104-23; (iv) the most recent annual Form 990 and 1041 reports filed with the IRS; (v) the most recent actuarial reports; (vi) the most recent reports prepared in accordance with Statement of Financial Accounting Standards No. 106; (vii) the most recent summary plan description and summaries of material modifications thereto; (viii) the trust agreement, group annuity contract or other funding agreement that provides for the funding of the Parent Landmark Benefit Plan; (ix) the most recent financial statement; (x) the most recent determination letter received from the IRS; and (xi) any agreement pursuant to which Parent Landmark is obligated to indemnify any Person Person. (including any indemnification agreements with directors of Parent). c) All contributions and other payments, if any, payments required to have been made by Parent Landmark or any entity (whether or not incorporated) that is (or is required to be) treated as a single employer with Parent Landmark under Section 414 of the Code (a "Parent “Landmark ERISA Affiliate"”) with respect to any Parent Landmark Benefit Plan (or to any person pursuant to the terms thereof) have been or will be timely made and all such amounts properly accrued through the date of the most recent Parent Landmark Financial Statements have been reflected therein. (d) The terms of all Parent Landmark Benefit Plans, if any, Plans that are intended to be "“qualified" ” within the meaning of Section 401(a) of the Code have received favorable determination letters from the IRS on the current forms of such Parent Landmark Benefit Plans or the applicable remedial amendment periods will not have ended prior to the Effective TimeTime of the Merger. Except as disclosed in Section 5.14 4.10 of the Parent Landmark Disclosure Schedule, to the Knowledge of ParentLandmark, no event or condition exists or has occurred that could cause the IRS to disqualify any Parent Landmark Benefit Plan that is intended to be qualified under Section 401(a) of the Code. Except as disclosed in Section 5.14 4.10 of the Parent Landmark Disclosure Schedule, with respect to each Parent Landmark Benefit Plan, Parent Landmark and each Parent Landmark ERISA Affiliate are in compliance in all material respects with, and each Parent Landmark Benefit Plan and related source of benefit payment is and has been operated in compliance with, its terms, all applicable Laws governing such plan or source, including, without limitation, ERISA, the Code and applicable local Law. To the Knowledge of ParentLandmark, except as set forth in Section 5.14 4.10 of the Parent Landmark Disclosure Schedule, no Parent Landmark Benefit Plan is subject to any ongoing audit, investigation, or other administrative proceeding of the IRS, the DOL, or any other Governmental Authority or is scheduled to be subject to such an audit investigation or proceeding. (e) With respect to each Parent Landmark Benefit Plan, to the Knowledge of ParentLandmark, there exists no condition or set of circumstances that could subject Parent Landmark or any Parent Landmark ERISA Affiliate to any liability arising under the Code, ERISA or any other applicable Law (including, without limitation, any liability to or under any such plan or under any indemnity agreement to which Parent Landmark or any Parent Landmark ERISA Affiliate is a party), which liability, excluding liability for benefit claims and funding obligations, each payable in the ordinary course, could reasonably be expected to have a Material Adverse Effect on ParentLandmark. No claim, action or litigation has been made, commenced or, to the Knowledge of ParentLandmark, threatened, by or against any Parent Landmark with respect to any Parent Landmark Benefit Plan (other than for benefits in the ordinary course) that could reasonably be expected to have a Material Adverse Effect on ParentLandmark. (f) Except as disclosed in Section 5.14 4.10 of the Parent Landmark Disclosure Schedule, no Parent Landmark Benefit Plan, if any, Plan that is a "“welfare benefit plan" ” (within the meaning of Section 3(1) of ERISA) provides benefits for any retired or former employees (other than as required under Sections 601 et seq. of ERISA and Section 4980 of the Code or other applicable state or local Law that specifically mandates continued health coverage). (g) No Parent Landmark Benefit Plan is a "“multiemployer plan" ” as defined in Section 3(33(37) of ERISA and neither Parent Landmark nor any Parent Landmark ERISA Affiliate has previously maintained or had an obligation to contribute to a "“multiemployer plan" ” (as defined above). (h) Neither Parent Landmark nor any entity that was at any time during the six-year period ending on the date of this Agreement a Parent Landmark ERISA Affiliate has ever maintained, had an obligation to contribute to, contributed to, or had any liability with respect to any plan that is or was a pension plan (as defined in Section 3(2) of ERISA) that is or was subject to Title IV of ERISA. (i) No Landmark Beneficiary will be eligible to accrue any additional benefits under any Landmark Benefit Plan after the Effective Time except for COBRA benefits, the cost of which shall be paid entirely by the recipient.Section 4.11.

Employee Benefit Plans Matters. Section 5.14 4.10 of the Parent GPSI Disclosure Schedule contains a true and complete list of (i) all employee welfare benefit and employee pension benefit plans as defined in sections 3(1) and 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including, but not limited to, plans that provide retirement income or result in a deferral of income by employees for periods extending to termination of employment or beyond, and plans that provide medical, surgical, or hospital care benefits or benefits in the event of sickness, accident, disability, death or unemployment and (ii) all other material employee benefit agreements or arrangements (other than "payroll practices" under DOL Department of Labor (the "DOL") Regulation Section 2510.3-1) that are currently in effect as of the date of this Agreement, or have been approved before this date but are not yet effective, for the benefit of any director, officer, employee or other service provider or any former director, officer, employee or other service provider (or any of their beneficiaries) of Parent GPSI or any GPSI Subsidiary (collectively, a "Parent GPSI Beneficiary"), or with respect to which Parent GPSI or any GPSI Subsidiary may have any material liability ("Parent GPSI Benefit Plans"). With respect to each Parent GPSI Benefit Plan, Parent GPSI has heretofore made available to GPSIParent, as applicable, complete and correct copies of each of the following documents, if any, documents which Parent GPSI has prepared or has been required to prepare: the Parent GPSI Benefit Plans and any amendments thereto (or if a Parent GPSI Benefit Plan is not a written agreement, a description thereof); the most recent annual Form 5500 reports filed with the IRS; the most recent statement filed with the DOL pursuant to 29 U.S.C. Par 2520.104-23; the most recent annual Form 990 and 1041 reports filed with the IRS; the most recent actuarial reports; the most recent reports prepared in accordance with Statement of Financial Accounting Standards No. 106; the most recent summary plan description and summaries of material modifications thereto; the trust agreement, group annuity contract or other funding agreement that provides for the funding of the Parent GPSI Benefit Plan; the most recent financial statement; the most recent determination letter received from the IRS; and any agreement pursuant to which Parent GPSI or any GPSI Subsidiary is obligated to indemnify any Person (including any indemnification agreements with directors of Parent)Person. All contributions and other payments, if any, payments required to have been made by Parent GPSI or any GPSI Subsidiary or any entity (whether or not incorporated) that is (or is required to be) treated as a single employer with Parent GPSI under Section 414 of the Code (a "Parent GPSI ERISA Affiliate") with respect to any Parent GPSI Benefit Plan (or to any person pursuant to the terms thereof) have been or will be timely made and all such amounts properly accrued through the date of the most recent Parent GPSI Financial Statements have been reflected therein. The terms of all Parent GPSI Benefit Plans, if any, Plans that are intended to be "qualified" within the meaning of Section 401(a) of the Code have received favorable determination letters from the IRS on the current forms of such Parent GPSI Benefit Plans or the applicable remedial amendment periods will not have ended prior to the Effective Time. Except as disclosed in Section 5.14 4.10 of the Parent GPSI Disclosure Schedule, to the Knowledge of ParentGPSI, no event or condition exists or has occurred that could cause the IRS to disqualify any Parent GPSI Benefit Plan that is intended to be qualified under Section 401(a) of the Code. Except as disclosed in Section 5.14 4.10 of the Parent GPSI Disclosure Schedule, with respect to each Parent GPSI Benefit Plan, Parent GPSI and each Parent GPSI ERISA Affiliate are in compliance in all material respects with, and each Parent GPSI Benefit Plan and related source of benefit payment is and has been operated in compliance with, its terms, all applicable Laws governing such plan or source, including, without limitation, ERISA, the Code and applicable local Law. To the Knowledge of ParentGPSI, except as set forth in Section 5.14 4.10 of the Parent GPSI Disclosure Schedule, no Parent GPSI Benefit Plan is subject to any ongoing audit, investigation, or other administrative proceeding of the IRS, the DOL, or any other Governmental Authority or is scheduled to be subject to such an audit investigation or proceeding. With respect to each Parent GPSI Benefit Plan, to the Knowledge of ParentGPSI, there exists no condition or set of circumstances that could subject Parent GPSI or any Parent GPSI Subsidiary or any GPSI ERISA Affiliate to any liability arising under the Code, ERISA or any other applicable Law (including, without limitation, any liability to or under any such plan or under any indemnity agreement to which Parent GPSI or any Parent GPSI Subsidiary or any GPSI ERISA Affiliate is a party), which liability, excluding liability for benefit claims and funding obligations, each payable in the ordinary course, could reasonably be expected to have a Material Adverse Effect on ParentGPSI or any GPSI Subsidiary. No claim, action or litigation has been made, commenced or, to the Knowledge of ParentGPSI, threatened, by or against any Parent GPSI or any GPSI Subsidiary with respect to any Parent GPSI Benefit Plan (other than for benefits in the ordinary course) that could reasonably be expected to have a Material Adverse Effect on ParentGPSI or any GPSI Subsidiary. Except as disclosed in Section 5.14 4.10 of the Parent GPSI Disclosure Schedule, no Parent GPSI Benefit Plan, if any, Plan that is a "welfare benefit plan" (within the meaning of Section 3(1) of ERISA) provides benefits for any retired or former employees (other than as required under Sections 601 et seq. of ERISA and Section 4980 of the Code or other applicable state or local Law that specifically mandates continued health coverage). No Parent GPSI Benefit Plan is a "multiemployer plan" as defined in Section 3(33(37) of ERISA and neither Parent GPSI, any GPSI Subsidiary nor any Parent GPSI ERISA Affiliate has previously maintained or had an obligation to contribute to a "multiemployer plan" (as defined above). Neither Parent GPSI, any GPSI Subsidiary nor any entity that was at any time during the six-year period ending on the date of this Agreement a Parent GPSI ERISA Affiliate has ever maintained, had an obligation to contribute to, contributed to, or had any liability with respect to any plan that is or was a pension plan (as defined in Section 3(2) of ERISA) that is or was subject to Title IV of ERISA. No GPSI Beneficiary will be eligible to accrue any additional benefits under any GPSI Benefit Plan after the Effective Time, unless approved by Parent, except for COBRA benefits, the cost of which shall be paid entirely by the recipient. Labor Matters. Except as set forth in Section 4.11 of the GPSI Disclosure Schedule: Each of GPSI and the GPSI Subsidiaries is and has been in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours including, without limitation, any such Laws respecting employment discrimination and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; there is no unfair labor practice charge or complaint against GPSI or any of the GPSI Subsidiaries pending or, to the Knowledge of GPSI, threatened before the National Labor Relations Board or any other comparable authority; neither GPSI nor any GPSI Subsidiary is a party to any collective bargaining agreements; there is no litigation, arbitration proceeding, governmental investigation, citation or action of any kind pending or, to the Knowledge of GPSI, threatened against GPSI or any GPSI Subsidiary relating to employment, employment practices, terms and conditions of employment or wages and hours; there are no pending or, to the Knowledge of GPSI, threatened, strikes, lockouts or other work stoppages involving any persons employed by GPSI or any GPSI Subsidiary; and there are no representation petitions or other similar petitions or requests for representation pending or, to the Knowledge of GPSI, threatened, before the National Labor Relations Board or other Government Authority in connection with any persons employed by GPSI or any GPSI Subsidiary.

Employee Benefit Plans Matters. (a) Section 5.14 of the Parent Disclosure Schedule contains a true and complete list of (i) all employee welfare benefit and employee pension benefit plans as defined in sections 3(1) and 3(2) of ERISA, including, but not limited to, plans that provide retirement income or result in a deferral of income by employees for periods extending to termination of employment or beyond, and plans that provide medical, surgical, or hospital care benefits or benefits in the event of sickness, accident, disability, death or unemployment and (ii) all other material employee benefit agreements or arrangements (other than "“payroll practices" ” under DOL Regulation Section 2510.3-1) that are currently in effect as of the date of this Agreement, or have been approved before this date but are not yet effective, for the benefit of any director, officer, employee or other service provider or any former director, officer, employee or other service provider (or any of their beneficiaries) of Parent (collectively, a "“Parent Beneficiary"”, or with respect to which Parent may have any material liability ("“Parent Benefit Plans"”). (b) With respect to each Parent Benefit Plan, Parent has heretofore made available to GPSILandmark, as applicable, complete and correct copies of each of the following documents, if any, which Parent has prepared or has been required to prepare: (i) the Parent Benefit Plans and any amendments thereto (or if a Parent Benefit Plan is not a written agreement, a description thereof); (ii) the most recent annual Form 5500 reports filed with the IRS; (iii) the most recent statement filed with the DOL pursuant to 29 U.S.C. Par par 2520.104-23; (iv) the most recent annual Form 990 and 1041 reports filed with the IRS; (v) the most recent actuarial reports; (vi) the most recent reports prepared in accordance with Statement of Financial Accounting Standards No. 106; (vii) the most recent summary plan description and summaries of material modifications thereto; (viii) the trust agreement, group annuity contract or other funding agreement that provides for the funding of the Parent Benefit Plan; (ix) the most recent financial statement; (x) the most recent determination letter received from the IRS; and (xi) any agreement pursuant to which Parent is obligated to indemnify any Person (including any indemnification agreements with directors of Parent). (c) All contributions and other payments, if any, required to have been made by Parent or any entity (whether or not incorporated) that is (or is required to be) treated as a single employer with Parent under Section 414 of the Code (a "“Parent ERISA Affiliate"”) with respect to any Parent Benefit Plan (or to any person pursuant to the terms thereof) have been or will be timely made and all such amounts properly accrued through the date of the most recent Parent Financial Statements have been reflected therein. (d) The terms of all Parent Benefit Plans, if any, that are intended to be "“qualified" ” within the meaning of Section 401(a) of the Code have received favorable determination letters from the IRS on the current forms of such Parent Benefit Plans or the applicable remedial amendment periods will not have ended prior to the Effective TimeTime of the Merger. Except as disclosed in Section 5.14 of the Parent Disclosure Schedule, to the Knowledge of Parent, no event or condition exists or has occurred that could cause the IRS to disqualify any Parent Benefit Plan that is intended to be qualified under Section 401(a) of the Code. Except as disclosed in Section 5.14 of the Parent Disclosure Schedule, with respect to each Parent Benefit Plan, Parent and each Parent ERISA Affiliate are in compliance in all material respects with, and each Parent Benefit Plan and related source of benefit payment is and has been operated in compliance with, its terms, all applicable Laws governing such plan or source, including, without limitation, ERISA, the Code and applicable local Law. To the Knowledge of Parent, except as set forth in Section 5.14 of the Parent Disclosure Schedule, no Parent Benefit Plan is subject to any ongoing audit, investigation, or other administrative proceeding of the IRS, the DOL, or any other Governmental Authority or is scheduled to be subject to such an audit investigation or proceeding. (e) With respect to each Parent Benefit Plan, to the Knowledge of Parent, there exists no condition or set of circumstances that could subject Parent or any Parent ERISA Affiliate to any liability arising under the Code, ERISA or any other applicable Law (including, without limitation, any liability to or under any such plan or under any indemnity agreement to which Parent or any Parent ERISA Affiliate is a party), which liability, excluding liability for benefit claims and funding obligations, each payable in the ordinary course, could reasonably be expected to have a Material Adverse Effect on Parent. No claim, action or litigation has been made, commenced or, to the Knowledge of Parent, threatened, by or against any Parent with respect to any Parent Benefit Plan (other than for benefits in the ordinary course) that could reasonably be expected to have a Material Adverse Effect on Parent. (f) Except as disclosed in Section 5.14 of the Parent Disclosure Schedule, no Parent Benefit Plan, if any, that is a "“welfare benefit plan" ” (within the meaning of Section 3(1) of ERISA) provides benefits for any retired or former employees (other than as required under Sections 601 et seq. of ERISA and Section 4980 of the Code or other applicable state or local Law that specifically mandates continued health coverage). (g) No Parent Benefit Plan is a "“multiemployer plan" ” as defined in Section 3(3) of ERISA and neither Parent nor any Parent ERISA Affiliate has previously maintained or had an obligation to contribute to a "“multiemployer plan" ” (as defined above). (h) Neither Parent nor any entity that was at any time during the six-year period ending on the date of this Agreement a Parent ERISA Affiliate has ever maintained, had an obligation to contribute to, contributed to, or had any liability with respect to any plan that is or was a pension plan (as defined in Section 3(2) of ERISA) that is or was subject to Title IV of ERISAERISA.Section 5.15.

Employee Benefit Plans Matters. Section 5.14 4.10 of the Parent Landmark Disclosure Schedule contains a true and complete list of (i) all employee welfare benefit and employee pension benefit plans as defined in sections 3(1) and 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including, but not limited to, plans that provide retirement income or result in a deferral of income by employees for periods extending to termination of employment or beyond, and plans that provide medical, surgical, or hospital care benefits or benefits in the event of sickness, accident, disability, death or unemployment and (ii) all other material employee benefit agreements or arrangements (other than "payroll practices" under DOL Department of Labor (the "DOL") Regulation Section 2510.3-1) that are currently in effect as of the date of this Agreement, or have been approved before this date but are not yet effective, for the benefit of any director, officer, employee or other service provider or any former director, officer, employee or other service provider (or any of their beneficiaries) of Parent Landmark (collectively, a "Parent Landmark Beneficiary"), or with respect to which Parent Landmark may have any material liability ("Parent Landmark Benefit Plans"). With respect to each Parent Landmark Benefit Plan, Parent Landmark has heretofore made available to GPSIParent, as applicable, complete and correct copies of each of the following documents, if any, documents which Parent Landmark has prepared or has been required to prepare: the Parent Landmark Benefit Plans and any amendments thereto (or if a Parent Landmark Benefit Plan is not a written agreement, a description thereof); the most recent annual Form 5500 reports filed with the IRS; the most recent statement filed with the DOL pursuant to 29 U.S.C. Par 2520.104-23; the most recent annual Form 990 and 1041 reports filed with the IRS; the most recent actuarial reports; the most recent reports prepared in accordance with Statement of Financial Accounting Standards No. 106; the most recent summary plan description and summaries of material modifications thereto; the trust agreement, group annuity contract or other funding agreement that provides for the funding of the Parent Landmark Benefit Plan; the most recent financial statement; the most recent determination letter received from the IRS; and any agreement pursuant to which Parent Landmark is obligated to indemnify any Person (including any indemnification agreements with directors of Parent)Person. All contributions and other payments, if any, payments required to have been made by Parent Landmark or any entity (whether or not incorporated) that is (or is required to be) treated as a single employer with Parent Landmark under Section 414 of the Code (a "Parent Landmark ERISA Affiliate") with respect to any Parent Landmark Benefit Plan (or to any person pursuant to the terms thereof) have been or will be timely made and all such amounts properly accrued through the date of the most recent Parent Landmark Financial Statements have been reflected therein. The terms of all Parent Landmark Benefit Plans, if any, Plans that are intended to be "qualified" within the meaning of Section 401(a) of the Code have received favorable determination letters from the IRS on the current forms of such Parent Landmark Benefit Plans or the applicable remedial amendment periods will not have ended prior to the Effective Time. Except as disclosed in Section 5.14 4.10 of the Parent Landmark Disclosure Schedule, to the Knowledge of ParentLandmark, no event or condition exists or has occurred that could cause the IRS to disqualify any Parent Landmark Benefit Plan that is intended to be qualified under Section 401(a) of the Code. Except as disclosed in Section 5.14 4.10 of the Parent Landmark Disclosure Schedule, with respect to each Parent Landmark Benefit Plan, Parent Landmark and each Parent Landmark ERISA Affiliate are in compliance in all material respects with, and each Parent Landmark Benefit Plan and related source of benefit payment is and has been operated in compliance with, its terms, all applicable Laws governing such plan or source, including, without limitation, ERISA, the Code and applicable local Law. To the Knowledge of ParentLandmark, except as set forth in Section 5.14 4.10 of the Parent Landmark Disclosure Schedule, no Parent Landmark Benefit Plan is subject to any ongoing audit, investigation, or other administrative proceeding of the IRS, the DOL, or any other Governmental Authority or is scheduled to be subject to such an audit investigation or proceeding. With respect to each Parent Landmark Benefit Plan, to the Knowledge of ParentLandmark, there exists no condition or set of circumstances that could subject Parent Landmark or any Parent Landmark ERISA Affiliate to any liability arising under the Code, ERISA or any other applicable Law (including, without limitation, any liability to or under any such plan or under any indemnity agreement to which Parent Landmark or any Parent Landmark ERISA Affiliate is a party), which liability, excluding liability for benefit claims and funding obligations, each payable in the ordinary course, could reasonably be expected to have a Material Adverse Effect on ParentLandmark. No claim, action or litigation has been made, commenced or, to the Knowledge of ParentLandmark, threatened, by or against any Parent Landmark with respect to any Parent Landmark Benefit Plan (other than for benefits in the ordinary course) that could reasonably be expected to have a Material Adverse Effect on ParentLandmark. Except as disclosed in Section 5.14 4.10 of the Parent Landmark Disclosure Schedule, no Parent Landmark Benefit Plan, if any, Plan that is a "welfare benefit plan" (within the meaning of Section 3(1) of ERISA) provides benefits for any retired or former employees (other than as required under Sections 601 et seq. of ERISA and Section 4980 of the Code or other applicable state or local Law that specifically mandates continued health coverage). No Parent Landmark Benefit Plan is a "multiemployer plan" as defined in Section 3(33(37) of ERISA and neither Parent Landmark nor any Parent Landmark ERISA Affiliate has previously maintained or had an obligation to contribute to a "multiemployer plan" (as defined above). Neither Parent Landmark nor any entity that was at any time during the six-year period ending on the date of this Agreement a Parent Landmark ERISA Affiliate has ever maintained, had an obligation to contribute to, contributed to, or had any liability with respect to any plan that is or was a pension plan (as defined in Section 3(2) of ERISA) that is or was subject to Title IV of ERISA. No Landmark Beneficiary will be eligible to accrue any additional benefits under any Landmark Benefit Plan after the Effective Time, unless approved by Parent, except for COBRA benefits, the cost of which shall be paid entirely by the recipient. Labor Matters. Except as set forth in Section 4.11 of the Landmark Disclosure Schedule: Landmark is and has been in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours including, without limitation, any such Laws respecting employment discrimination and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; there is no unfair labor practice charge or complaint against Landmark pending or, to the Knowledge of Landmark, threatened before the National Labor Relations Board or any other comparable authority; Landmark is not a party to any collective bargaining agreements; there is no litigation, arbitration proceeding, governmental investigation, citation or action of any kind pending or, to the Knowledge of Landmark, threatened against Landmark relating to employment, employment practices, terms and conditions of employment or wages and hours; there are no pending or, to the Knowledge of Landmark, threatened, strikes, lockouts or other work stoppages involving any persons employed by Landmark; there are no representation petitions or other similar petitions or requests for representation pending or, to the Knowledge of Landmark, threatened, before the National Labor Relations Board or other Government Authority in connection with any persons employed by Landmark; and as of the Effective Time, unless approved by Parent and subject to Section 6.1, Landmark will have no employees.