Common use of Employee Benefits and Labor Matters Clause in Contracts

Employee Benefits and Labor Matters. (a) Section 3.11(a) of the Company Disclosure Letter lists each material Company Plan. The Company has made available to Parent correct and complete copies of (i) each Company Plan and any amendments thereto (or if the Company Plan is not a written Company Plan, a description of the Company Plan), (ii) the most recent annual reports on Form 5500 required to be filed with the Internal Revenue Service (the “IRS”) with respect to each Company Plan (if any such report was required), (iii) the most recent summary plan description for each Company Plan for which such summary plan description is required, (iv) any related trust, agreement, insurance contract or other funding vehicle, (v) the two most recent annual financial reports, if any, (vi) any reports or summaries required under ERISA or the Code and (vii) the most recent determination letter received from the IRS with respect to each Company Plan intended to qualify under Section 401 of the Code. Each Company Plan that is a Company Stock Plan is marked with an asterisk (*) in Section 3.11(a) of the Company Disclosure Letter. Each Company Plan maintained, contributed to or required to be contributed to by the Company or any of its Subsidiaries has been administered in accordance with its terms in all material respects. The Company, its Subsidiaries and all the Company Plans are all in material compliance with the applicable provisions of ERISA, the Code and all other applicable Laws. Each Company Plan that is intended to be Tax qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and, to the Knowledge of the Company, there are no existing circumstances or any events that could reasonably be expected to adversely affect the qualified status of any such plan. There has been no amendment to, announcement by the Company or any Subsidiary relating to, or change in employee participation or coverage under, any Company Plan that would increase materially the expense of maintaining such plan above the level of the expense incurred therefor for the most recent fiscal year, except as required by applicable Law or as provided in Section 3.11(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries maintains or, within the past six (6) years, has contributed or has been obligated to contribute to an “employee benefit plan” subject to Title IV of ERISA, a multiemployer plan, as defined in Section 3(37) of ERISA, or an “employee benefit plan” subject to Sections 4063 or 4064 of ERISA.

Employee Benefits and Labor Matters. (a) Section 3.11(a) of the Company Disclosure Letter Schedule lists (i) each “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and (ii) any other material Company Plan, but excluding any individual award or participation agreements under any Company Plan (collectively, “Individual Agreements”). Section 3.11(a) of the Company Disclosure Schedule separately designates such Company Plans as primarily covering employees in the United States (“U.S. Company Plans”) or outside of the United States (“Non-U.S. Company Plans”). None of the Company Plans is subject to Title IV of ERISA, and neither the Company nor any of its Subsidiaries has any potential liability under Title IV of ERISA. Neither the Company nor any of its Subsidiaries is required to contribute to a “multiemployer plan” (as defined in Section 3(37) of ERISA or under any pension legislation in any of the provinces of Canada). The Company has prior to the date of this Agreement made available to Parent correct and complete copies of (i) each material Company Plan and each Company Plan and any amendments thereto (or if the Company Plan is not a written Company Plan, a description that relates primarily to management of the Company Planand its Subsidiaries (or, in the case of any such Company Plan that is unwritten, written descriptions thereof), in each case, other than Individual Agreements that contain terms and conditions identical to those of other Individual Agreements that have been made available to Parent prior to the date of this Agreement and with respect to each such plan, if applicable: (iii) the most recent annual reports on Form 5500 (including all required to be filed with schedules), (ii) the Internal Revenue Service (the “IRS”) with respect to each Company Plan (if any such report was required)most recent summary plan description, (iii) the most recent summary plan description for each Company Plan for which such summary plan description is requireddetermination letter from the Internal Revenue Service or other governmental authority, (iv) any related trust, the most recent trust agreement, insurance contract or other funding vehicle, and (v) the two most recent annual financial reports, if any, (vi) any reports or summaries required under ERISA or the Code and (vii) the most recent determination letter received from the IRS with respect to each Company Plan intended to qualify under Section 401 of the Codeinsurance contract. Each Company Plan that is a Company Stock Plan is marked with an asterisk (*) in Section 3.11(a) of the Company Disclosure Letter. Each Company Plan maintained, contributed to or required to be contributed to by the Company or any of its Subsidiaries has been administered in accordance with its terms in all material respects. The Company, its Subsidiaries and all the Company Plans are all in material compliance with the applicable provisions of ERISA, the Code and all other applicable Laws, except for any instances of noncompliance that, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each All Company Plan Plans that is are intended to be Tax tax qualified under Section 401(a) of the Code has received or tax or pension legislation in Canada (each, a favorable determination letter from the IRS, “Company Pension Plan” ) is so qualified and, to the Knowledge of the Company, there are no existing circumstances event has occurred since the date of the most recent determination letter or application therefor relating to any events such Company Pension Plan that could would adversely affect the qualification of such Company Pension Plan, except for non-compliance which, individually or in the aggregate, has not had and would not reasonably be expected to adversely affect the qualified status of any such planhave a Material Adverse Effect. There has been no amendment toAll contributions, announcement by premiums and benefit payments under or in connection with the Company or any Subsidiary relating to, or change in employee participation or coverage under, any Company Plan Plans that would increase materially the expense of maintaining such plan above the level are required to have been made as of the expense incurred therefor for date of this Agreement in accordance with the terms of the Company Plans have been timely made or have been reflected on the most recent fiscal year, except as required consolidated balance sheet filed or incorporated by applicable Law or as provided in Section 3.11(a) of reference into the Company Disclosure LetterSEC Documents. Neither The Company has prior to the Company nor date of this Agreement made available to Parent correct and complete copies of any currently effective policies, surety bonds or letters of its Subsidiaries maintains or, within the past six credit relating to workers compensation (6) years, has contributed or has been obligated to contribute to an “employee benefit plan” subject to Title IV of ERISA, a multiemployer plan, as defined in Section 3(37) of ERISA, or an “employee benefit plan” subject to Sections 4063 or 4064 of ERISAincluding any similar obligations under Canadian laws).

Employee Benefits and Labor Matters. (a) Section 3.11(a3.10(a) of the Company Disclosure Letter lists each “employee benefit plan” (as defined in Section 3(3) of ERISA), and any other material employee plan or agreement maintained by the Company or any Company Subsidiary and with respect to which the Company or any Company Subsidiary would reasonably be expected to have any material liability (each, a “Company Plan”). The Company has made available to Parent correct and complete copies of (i) each Company Plan and (or, in the case of any amendments thereto (or if the such Company Plan that is not a written Company Planunwritten, a description descriptions of the Company Planmaterial terms thereof), (ii) the most recent annual reports report on Form 5500 required to be filed with the Internal Revenue Service (the “IRS”) with respect to each Company Plan (if any such report was required), (iii) the most recent summary plan description for each Company Plan for which such summary plan description is required, required and (iv) each material trust agreement and insurance or group annuity Contract relating to any related trust, agreement, insurance contract or other funding vehicle, (v) the two most recent annual financial reports, if any, (vi) any reports or summaries required under ERISA or the Code and (vii) the most recent determination letter received from the IRS with respect to each Company Plan intended to qualify under Section 401 of the Code. Each Company Plan that is a Company Stock Plan is marked with an asterisk (*) in Section 3.11(a) of the Company Disclosure LetterPlan. Each Company Plan maintained, contributed to or required to be contributed to by the Company or any of its Subsidiaries Company Subsidiary has been administered in all material respects in accordance with its terms in all material respectsterms. The Company, its Company Subsidiaries and all the Company Plans are all in material compliance with the applicable provisions of ERISA, the Code and all other applicable LawsLegal Requirements. Each All Company Plan Plans that is constitute “employee pension plans” (as defined in Section 3(3) of ERISA) and are intended to be Tax qualified under Section 401(a) of the Code has (each, a “Company Pension Plan”) have received a favorable an opinion or determination letter from the IRS, and, to the Knowledge of the Company, there IRS and are no existing circumstances or any events that could reasonably be expected to adversely affect the qualified status of any expressly identified as such plan. There has been no amendment to, announcement by the Company or any Subsidiary relating to, or change in employee participation or coverage under, any Company Plan that would increase materially the expense of maintaining such plan above the level of the expense incurred therefor for the most recent fiscal year, except as required by applicable Law or as provided in Section 3.11(a3.10(a) of the Company Disclosure Letter. The Company has made available to Parent a correct and complete copy of the most recent opinion or determination letter received with respect to each Company Pension Plan maintained, contributed to or required to be contributed to by the Company or any Company Subsidiary, as well as a correct and complete copy of each pending application for an opinion or a determination letter, if any. Neither the Company nor any of its Subsidiaries maintains or, within the past six (6) years, Company Subsidiary has contributed or has been obligated to contribute to an “employee benefit plan” subject to Title IV of ERISA, a “multiemployer plan, ,” as defined in Section 3(37) of ERISA, or an “employee benefit plan” subject to Sections 4063 or 4064 of ERISA.

Employee Benefits and Labor Matters. (a) Section 3.11(a) 3.11 of the Company Disclosure Letter Schedule lists each material Company PlanPlan with respect to its current and former employees located in the United States and Germany (other than statutorily required plans in Germany). The Company has made available to Parent correct and complete (in all material respects) copies of (i1) each Company Plan and any amendments thereto (or if other than statutorily required plans in Germany) or, in the Company Plan is not a written Company Plancase of individual agreements, a description representative form of agreement (and, with respect to Severance Agreements for Executive Officers listed on Section 3.11(c) of the Company PlanDisclosure Schedule, noting any instances in which the actual agreements that were executed deviate from the form), (ii2) the most recent annual reports on Form 5500 required to be filed with the Internal Revenue Service (the “IRS”) IRS with respect to each Company Plan (if any such report was required)) and the most recent actuarial valuation or similar reports with respect to each Company Plan for which such report is available, (iii3) the most recent summary plan description for each Company Plan for which such summary plan description is required, (iv) any related trust, agreement, insurance contract or other funding vehicle, (v) the two most recent annual financial reports, if any, (vi) any reports or summaries required under ERISA or the Code and (vii4) the most recent determination letter received from the IRS with respect each trust agreement and insurance or group annuity contract relating to each any Company Plan intended Plan, provided that, for purposes of this sentence “Company Plan” shall mean only those Company Plans required to qualify under Section 401 of the Code. Each Company Plan that is a Company Stock Plan is marked with an asterisk (*) be set forth in Section 3.11(a) of the Company Disclosure LetterSchedule. Each Company Plan maintained, contributed to or required to be contributed to by the Company or any of its Subsidiaries has been administered in accordance compliance with its terms and in all material respects. The Company, its Subsidiaries and all the Company Plans are all in material compliance with the applicable provisions of ERISA, the Code and all other applicable Laws, except for any instances of noncompliance that would not reasonably be expected to have a Material Adverse Effect. Each Except as set forth in Section 3.7 of the Company Plan Disclosure Schedule, there are no pending or, to the Knowledge of the Company, threatened claims (other than claims for benefits in the ordinary course) with respect to any Company Plans that is would reasonably be expected to have a Material Adverse Effect. All Company Plans that are “employee pension plans” (as defined in Section 3(3) of ERISA) that are intended to be Tax tax qualified under Section 401(a) of the Code has (each, a “Company Pension Plan”) have received a favorable determination letter from the IRS, IRS or have filed a timely application therefor and, to the Knowledge of the Company, there are no existing circumstances event has occurred since the date of the most recent determination letter or application therefor relating to any events such Company Pension Plan that could reasonably be expected to would adversely affect the qualified status qualification of any such planCompany Pension Plan. There The Company has been no amendment to, announcement by the Company or any Subsidiary relating to, or change in employee participation or coverage under, any Company Plan that would increase materially the expense made available to Parent a correct and complete copy of maintaining such plan above the level of the expense incurred therefor for the most recent fiscal yeardetermination letter received with respect to each Company Pension Plan, except as required by applicable Law or well as provided in Section 3.11(a) a correct and complete copy of the each pending application for a determination letter, if any. No Company Disclosure Letter. Neither the Company nor any of its Subsidiaries maintains or, within the past six (6) years, Pension Plan has contributed or has been obligated to contribute to an “employee benefit planaccumulated funding deficiency” subject to Title IV of ERISA, a multiemployer plan, (as such term is defined in Section 3(37) 302 of ERISAERISA or Section 412 of the Code), whether or an “employee benefit plan” subject to Sections 4063 or 4064 of ERISAnot waived.

Employee Benefits and Labor Matters. (a) Section 3.11(a4.15(a) of the Company Disclosure Letter Schedule lists each “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and any other material employee benefit plan, agreement, program or policy providing for insurance coverage (including, without limitation, any self-funded arrangements), workers’ compensation, disability benefits, leave, paid time-off, medical, health, or for retirement, pension, deferred compensation, severance, stock purchase, stock option, employment, change in control, retention, vacation pay, salary continuation, excess benefit, bonus, incentive compensation plan, or any other material employee benefit plan, agreement, program or policy, sponsored, maintained, or contributed to by the Company, any of its Subsidiaries or any ERISA Affiliate, or with respect to which the Company, any of its Subsidiaries or any ERISA Affiliate otherwise has or could reasonably be expected to have any material liability (each, a “Company Plan”). The Company has made available to the Parent correct and complete copies of (i) each Company Plan and (or, in the case of any amendments thereto (or if the such Company Plan that is not a written Company Planunwritten, a description of the Company Plansummaries thereof), (ii) the three most recent annual reports on Form 5500 required to be filed with the Internal Revenue Service (the “IRS”) with respect to each Company Plan (if any such report was required), (iii) the most recent summary plan description for each Company Plan for which such summary plan description is required, required and (iv) each trust agreement and insurance or group annuity Contract relating to any related trust, agreement, insurance contract or other funding vehicle, (v) the two most recent annual financial reports, if any, (vi) any reports or summaries required under ERISA or the Code and (vii) the most recent determination letter received from the IRS with respect to each Company Plan intended to qualify under Section 401 of the CodePlan. Each Company Plan that is a Company Stock Plan is marked with an asterisk (*) in Section 3.11(a) of the Company Disclosure Letter. Each Company Plan maintained, contributed to or required to be contributed to by the Company or any of its Subsidiaries has been maintained and administered in all material respects accordance with its terms in all material respects. The Company, its Subsidiaries and all the Company Plans are all in material compliance with the applicable provisions of ERISA, the Code and all other applicable Laws. Each All Company Plan Plans that is are intended to be Tax qualified under Section 401(a) of the Code has (each, a “Company Pension Plan”) have received a favorable opinion or determination letter from the IRS, and, IRS and to the Knowledge of the Company, there are no existing circumstances or any events that event has occurred which could reasonably be expected to adversely affect cause the loss of such tax-qualified status status, and each trust which forms a part of any such plan. There plan has been no amendment to, announcement by the Company or any Subsidiary relating to, or change in employee participation or coverage under, any Company Plan that would increase materially the expense of maintaining such plan above the level tax-exempt under Section 501(a) of the expense incurred therefor for Code. The Company has made available to the Parent a correct and complete copy of the most recent fiscal yearopinion or determination letter received with respect to each Company Pension Plan, except as required by applicable Law well as a correct and complete copy of each pending application for an opinion or as provided in Section 3.11(a) of the a determination letter, if any. No Company Disclosure Letter. Neither the Company nor any of its Subsidiaries maintains or, within the past six (6) years, has contributed or has been obligated to contribute to an “employee benefit plan” Plan is subject to Title IV of ERISA, a multiemployer plan, as defined in Section 3(37) of ERISA, or an “employee benefit plan” subject to Sections 4063 or 4064 of ERISA.

Employee Benefits and Labor Matters. (a) Section 3.11(a2.11(a) of the Company Bio Companies Disclosure Letter lists each “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and any other material employee benefit plan, program, policy, contract, arrangement or agreement, including, but not limited to, any material retirement or deferred compensation plan, incentive compensation plan, stock plan, retention plan or agreement, unemployment compensation plan, vacation pay, change in control, severance pay, bonus or benefit arrangement, insurance or hospitalization program or fringe benefit arrangement that is maintained or sponsored by any Bio Company, to which any Bio Company contributes or is required to contribute, in which any current or former employee of any Bio Company participates or is eligible to participate or with respect to which any Bio Company has any Liability, but excluding, in each case, any plan, program or arrangement required to be maintained or contributed to by applicable Law or by national labor agreement (each, a “Bio Companies Plan”). The Company has made available to Parent Purchasers correct and complete copies of (i) each Bio Companies Plan (or, in the case of any such Bio Companies Plan that is unwritten, descriptions thereof) that will be sponsored by any Bio Company Plan and any amendments thereto after Closing in accordance with the provisions of Article VII (or if the Company Plan is not a written Company Plan, a description of the Company Plan“Assumed Bio Companies Plans”), (ii) the most recent annual reports on Form 5500 required to be filed with the Internal Revenue Service (the “IRS”) with respect to each Company Assumed Bio Companies Plan (if any such report was required), (iii) the most recent summary plan description for each Company Assumed Bio Companies Plan for which such summary plan description is required, required and (iv) each material trust agreement and insurance or group annuity Contract relating to any related trust, agreement, insurance contract or other funding vehicle, (v) the two most recent annual financial reports, if any, (vi) any reports or summaries required under ERISA or the Code and (vii) the most recent determination letter received from the IRS with respect to each Company Plan intended to qualify under Section 401 of the CodeAssumed Bio Companies Plan. Each Company Bio Companies Plan that is a Company Stock Plan is marked with an asterisk (*) in Section 3.11(a) of the Company Disclosure Letter. Each Company Plan maintained, contributed to or required to be contributed to maintained by the Company or any of its Subsidiaries has been administered in accordance with its terms other than instances of non-compliance as would not, individually or in all material respectsthe aggregate, reasonably be expected to have a Bio Companies Material Adverse Effect. The Bio Companies and each corporation, trade or business which, together with any Bio Company, its Subsidiaries is a member of a controlled group of corporations or a group of trades or businesses under common control within the meaning of section 414 of the Code (each, an “ERISA Affiliate”) (in each case, in connection with the Assumed Bio Companies Plans) and all the Company Assumed Bio Companies Plans are all in material compliance with the applicable provisions of ERISA, the Code and all other applicable Laws, except for any instances of noncompliance that would not, individually or in the aggregate, reasonably be expected to have a Bio Companies Material Adverse Effect, and no notice has been issued by any Governmental Authority questioning or challenging such compliance. Each Company Plan All Bio Companies Plans that is are “employee pension plans” (as defined in Section 3(3) of ERISA) that are intended to be Tax qualified under Section section 401(a) of the Code has and exempt from Tax under section 501(a) of the Code have received a favorable opinion or determination letter from the IRS, and, IRS and all amendments to any such plan for which the Knowledge remedial amendment period (within the meaning of section 401(b) of the Company, there Code and applicable regulations) has expired are no existing circumstances covered by a favorable determination or any events that could reasonably be expected opinion letter from the IRS. The Company has made available to adversely affect the qualified status Purchasers a correct and complete copy of any such plan. There has been no amendment to, announcement by the Company or any Subsidiary relating to, or change in employee participation or coverage under, any Company Plan that would increase materially the expense of maintaining such plan above the level of the expense incurred therefor for the most recent fiscal yearopinion or determination letter received with respect to each Assumed Bio Companies Plan, except as required by applicable Law well as a correct and complete copy of each pending application for an opinion or as provided in Section 3.11(a) of the Company Disclosure Lettera determination letter, if any. Neither the Company nor any of its Subsidiaries maintains or, within the past six (6) years, has contributed or has been obligated to contribute to an “employee benefit plan” No Assumed Bio Companies Plan is subject to Title IV of ERISA, a multiemployer plan, as defined in Section 3(37) of ERISA, or an “employee benefit plan” subject to Sections 4063 or 4064 of ERISA.

Employee Benefits and Labor Matters. (a) The Company Disclosure Schedule lists each “employee benefit plan” (as defined in Section 3.11(a3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), and any other compensation or benefit plan or agreement maintained, contributed to or required to be contributed to by the Company Disclosure Letter lists each material for the benefit of any current or former employees, directors, officers or independent contractors (each, a “Company Plan”). The Company has made available to Parent correct and complete copies of (i) each Company Plan and (or, in the case of any amendments thereto (or if the such Company Plan that is not a written Company Planunwritten, a description of the Company Plandescriptions thereof), (ii) the most recent annual reports on Form 5500 required to be filed with the Internal Revenue Service (the “IRS”) IRS with respect to each Company Plan (if any such report was required), (iii) the most recent summary plan description for each Company Plan for which such summary plan description is required, required and (iv) each trust agreement and insurance or group annuity contract relating to any related trust, agreement, insurance contract or other funding vehicle, (v) the two most recent annual financial reports, if any, (vi) any reports or summaries required under ERISA or the Code and (vii) the most recent determination letter received from the IRS with respect to each Company Plan intended to qualify under Section 401 of the Code. Each Company Plan that is a Company Stock Plan is marked with an asterisk (*) in Section 3.11(a) of the Company Disclosure LetterPlan. Each Company Plan maintained, contributed to or required to be contributed to by the Company or any of its Subsidiaries has been administered in all material respects in accordance with its terms in all material respectsterms. The Company, its Subsidiaries and all the Company Plans are all in material compliance with the applicable provisions of ERISA, the Code and all other applicable Lawslaws, except for any instances of noncompliance that would not reasonably be expected to have a Company Material Adverse Effect. Each To the Knowledge of the Company, (a) all Company Plan Plans that is are “employee pension plans” (as defined in Section 3(3) of ERISA) that are intended to be Tax tax qualified under Section 401(a) of the Code has received (each, a favorable determination letter from the IRS“Company Pension Plan”) that is maintained, and, contributed to the Knowledge of the Company, there are no existing circumstances or any events that could reasonably required to be expected contributed to adversely affect the qualified status of any such plan. There has been no amendment to, announcement by the Company or any Subsidiary of its Subsidiaries is so qualified and (b) no event has occurred since the date of the most recent determination letter or application therefor relating to, or change in employee participation or coverage under, to any such Company Pension Plan that would increase materially adversely affect the expense qualification of maintaining such plan above the level Company Pension Plan. The Company has made available to Parent a correct and complete copy of the expense incurred therefor for the most recent fiscal yeardetermination letter received with respect to each Company Pension Plan maintained, except contributed to or required to be contributed to by the Company or any of its Subsidiaries, as well as a correct and complete copy of each pending application for a determination letter, if any. All contributions, premiums and benefit payments under or in connection with the Company Plans that are required by applicable Law or to have been made as provided of the date hereof in Section 3.11(a) accordance with the terms of the Company Disclosure LetterPlans have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference into the Company SEC Documents. Neither the Company nor any of its Subsidiaries maintains or, within the past six (6) years, Subsidiary has contributed or has been obligated to contribute to an “employee benefit plan” subject to Title IV of ERISA, a multiemployer plan, as defined in Section 3(37) of ERISA, or an “employee benefit plan” subject to Sections 4063 or 4064 of ERISA. No Company Plan is a self-insured plan. There are no liabilities with respect to any self-insured plan that the Company has maintained, established, sponsored, participated in or contributed to, which are not properly reflected or reserved against on the consolidated balance sheet of the Company as further described in Section 3.5 hereof.

Employee Benefits and Labor Matters. (a) Section 3.11(aSchedule 5.10(a) of the Company Disclosure Letter lists each material Company Employee Plan. The Company Seller has made available to Parent correct and complete Buyer copies of (i) each Company Employee Plan and (or, in the case of any amendments thereto (or if the Company such Employee Plan that is not a written Company Planunwritten, a description of the Company Plandescriptions thereof), ; (ii) the most recent annual reports on Form 5500 required to be filed with the Internal Revenue Service (the “IRS”) IRS with respect to each Company Employee Plan (if any such report was required), ; (iii) the most recent summary plan description for each Company Employee Plan for which such summary plan description is required, ; (iv) any related trust, agreement, each trust agreement and insurance contract or group annuity Contract or other funding vehicle, agreement relating to any Employee Plan; (v) the two most recent annual financial reports, if any, statements prepared with respect to each Employee Plan; and (vi) any reports or summaries required under ERISA or the Code and (vii) the most recent determination letter received from actuarial report of the IRS qualified actuary of any Employee Plan with respect to each Company Plan intended to qualify under Section 401 of the Codewhich actuarial valuations are conducted. Each Company Employee Plan that is a Company Stock Plan is marked with an asterisk (*) in Section 3.11(a) of the Company Disclosure Letter. Each Company Plan maintained, contributed to or required to be contributed to maintained by the Company or any of its Subsidiaries Acquired Companies has been administered in accordance with its terms except for such non-compliance as would not, individually or in the aggregate, reasonably be expected to be material to any Acquired Company. The Acquired Companies and all the Employee Plans are in compliance in all material respects. The Company, its Subsidiaries and all the Company Plans are all in material compliance respects with the applicable provisions of ERISA, the Code and all other applicable Laws. Each Company Plan All Employee Plans that is are “employee pension plans” (as defined in Section 3(2) of ERISA) that are intended to be Tax Tax-qualified under Section 401(a) of the Code has (each, a “Pension Plan”) that are maintained, contributed to or required to be contributed to by the Acquired Companies have received a favorable determination letter from the IRS, and, to the Knowledge of the Company, there are IRS and no existing circumstances or any events event has occurred that could would reasonably be expected to adversely affect the qualified status continued effectiveness of any such plandetermination letter. There Seller has been no amendment to, announcement by the Company or any Subsidiary relating to, or change in employee participation or coverage under, any Company Plan that would increase materially the expense made available to Buyer a copy of maintaining such plan above the level of the expense incurred therefor for the most recent fiscal yearopinion or determination letter received with respect to each Pension Plan maintained, except contributed to or required to be contributed to by the Acquired Companies as required by applicable Law well as a copy of each pending application for an opinion or a determination letter, if any. Other than as provided set forth in Section 3.11(a) Schedule 5.10(a), none of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries maintains or, within the past six (6) years, Acquired Companies has contributed or has been obligated to contribute to an a Multiemployer Plan, and no Employee Plan is a “employee benefit multiple employer plan” subject to Title IV within the meaning of Section 413(c) of the Code or Sections 4063, 4064 or 4066 of ERISA, or a multiemployer plan, “multiple employer welfare arrangement” as defined in Section 3(373(40) of ERISA, or an “employee benefit plan” subject to Sections 4063 or 4064 of ERISA.

Employee Benefits and Labor Matters. (a) Section 3.11(a2.11(a) of the Company Disclosure Letter lists each material Company Plan. The Company has made available to Parent correct and complete copies of (i) each Company Plan and (or, in the case of any amendments thereto (or if the such Company Plan that is not a written Company Planunwritten, a description of the Company Plandescriptions thereof), (ii) the most recent annual reports on Form 5500 required to be filed with the Internal Revenue Service (the “"IRS”") with respect to each Company Plan (if any such report was required), (iii) the most recent summary plan description for each Company Plan for which such summary plan description is required, (iv) any related trust, agreement, each trust agreement and insurance contract or group annuity Contract or other funding vehicleagreement relating to any Company Plan, (v) the two most recent annual financial reports, if any, (vi) any reports or summaries required under ERISA or the Code and (vii) the most recent determination letter received from the IRS statements prepared with respect to each Company Plan intended to qualify under Section 401 Plan, and (vi) the most recent actuarial report of the Codequalified actuary of any Company Plan with respect to which actuarial valuations are conducted. Each Company Plan that is maintained by the Company or any of its Subsidiaries has been administered in accordance with its terms except for such non-compliance as would not, individually or in the aggregate, reasonably be expected to have a Company Stock Plan is marked Material Adverse Effect. The Company, its Subsidiaries and all the Company Plans are in compliance in all respects with an asterisk the applicable provisions of Employee Retirement Income Security Act of 1974, as amended (*) "ERISA"), the Code and all other applicable Laws, except for such non-compliance as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All Company Plans that are "employee pension plans" (as defined in Section 3.11(a3(2) of ERISA) that are intended to be Tax qualified under Section 401(a) of the Code (each, a "Company Disclosure LetterPension Plan") that are maintained, contributed to or required to be contributed to by the Company or any of its Subsidiaries have received a favorable determination letter from the IRS and no event has occurred that would reasonably be expected to adversely affect the continued effectiveness of any such determination letter. Each The Company has made available to Parent a correct and complete copy of the most recent opinion or determination letter received with respect to each Company Pension Plan maintained, contributed to or required to be contributed to by the Company or any of its Subsidiaries has been administered in accordance with its terms in all material respectsas well as a correct and complete copy of each pending application for an opinion or a determination letter, if any. The Company, its Subsidiaries and all the Company Plans are all in material compliance with the applicable provisions of ERISA, the Code and all other applicable Laws. Each Company Plan that is intended to be Tax qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and, to the Knowledge of the Company, there are no existing circumstances or any events that could reasonably be expected to adversely affect the qualified status of any such plan. There has been no amendment to, announcement by the Company or any Subsidiary relating to, or change in employee participation or coverage under, any Company Plan that would increase materially the expense of maintaining such plan above the level of the expense incurred therefor for the most recent fiscal year, except Other than as required by applicable Law or as provided set forth in Section 3.11(a2.11(a) of the Company Disclosure Letter. Neither , neither the Company nor any of its Subsidiaries maintains or, within the past six (6) years, has contributed or has been obligated to contribute to an “employee benefit plan” subject to Title IV of ERISA, a multiemployer plan, as defined in Section 3(37) of ERISA, or an “employee benefit plan” subject to Sections 4063 or 4064 of ERISAMultiemployer Plan.

Employee Benefits and Labor Matters. (a) Section Schedule 3.11(a) of the Company Disclosure Letter Schedule lists each material "Company Plan," defined for purposes of this Agreement as any "employee benefit plan" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and any other employee benefit plan, policy or agreement, whether or not covered by ERISA, including any incentive compensation, severance, employment, fringe benefit, bonus, gross-up, retention or deferred compensation plan, policy or arrangement, whether formal or informal, domestic or foreign (i) entered into, sponsored by or maintained by the Company or any of its Subsidiaries with respect to their current or former employees, officers, directors or consultants, or (ii) under which the Company or any of its Subsidiaries has had or has any present or future liability (actual or contingent). The Except with respect to any foreign statutory or governmental plan, the Company has made available to Parent correct and complete copies of (iA) each Company Plan and any amendments thereto (or if or, in the case of Company Plans that are individual award agreements under the Company Plan is not a written Company PlanStock Plans, a description representative form of award agreement together with a list of persons covered by such representative form and the Company Plan)number of shares covered thereby, (iiB) the most recent annual reports on Form 5500 required to be filed with the Internal Revenue Service (the “"IRS”") with respect to each Company Plan (if any such report was required), (iiiC) the most recent summary plan description for each Company Plan for which such summary plan description is required, (iv) any related trust, agreement, insurance contract or other funding vehicle, (v) the two most recent annual financial reports, if any, (vi) any reports or summaries required under ERISA or the Code and (viiD) the most recent determination letter received from the IRS with respect each trust agreement and insurance or group annuity contract relating to each any Company Plan intended to qualify under Section 401 of the CodePlan. Each Company Plan that is a Company Stock Plan is marked with an asterisk (*) in Section 3.11(a) of the Company Disclosure Letter. Each Company Plan maintained, contributed to or required to be contributed to by the Company or any of its Subsidiaries has been administered in accordance compliance with its terms and in all material respects. The Company, its Subsidiaries and all the Company Plans are all in material compliance with the applicable provisions of ERISA, the Code and all other applicable Laws, except for any instances of noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Except as set forth on Schedule 3.7 of the Company Plan Disclosure Schedule, there are no pending or, to the Knowledge of the Company, threatened claims (other than claims for benefits in the ordinary course), audits or proceedings with respect to any Company Plans that is would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Plans that are "employee pension plans" (as defined in Section 3(2) of ERISA) that are intended to be Tax tax qualified under Section 401(a) of the Code has (each, a "Company Pension Plan") have received a favorable determination letter from the IRS, IRS or have filed a timely application therefor and, to the Knowledge of the Company, there are no existing circumstances event has occurred since the date of the most recent determination letter or application therefor relating to any events such Company Pension Plan that could reasonably be expected to would adversely affect the qualified status qualification of any such planCompany Pension Plan. There The Company has been no amendment to, announcement by the Company or any Subsidiary relating to, or change in employee participation or coverage under, any Company Plan that would increase materially the expense made available to Parent a correct and complete copy of maintaining such plan above the level of the expense incurred therefor for the most recent fiscal yeardetermination letter received with respect to each Company Pension Plan, except as required by applicable Law well as a correct and complete copy of each pending application for a determination letter, if any. No Company Pension Plan is subject to Title IV of ERISA (or as provided in Section 3.11(a) of the Company Disclosure Letter. Neither similar provision under non-U.S. law), and neither the Company nor any of its Subsidiaries maintains orhas incurred any current or projected liability in respect of post-employment or post-retirement health, within medical or life insurance benefits for current, former or retired employees of Company or any of its Subsidiaries, except as required to avoid an excise tax under Section 4980B of the past six Code or otherwise except as may be required pursuant to any other applicable Law. Each Company Plan that is a "non-qualified deferred compensation plan" (6as defined under Section 409A(d)(1) years, has contributed or of the Code) has been obligated to contribute to an “employee benefit plan” subject to Title IV operated and administered in compliance with Section 409A of ERISAthe Code and guidance promulgated thereunder by the Internal Revenue Service or Department of Treasury, and no Company Plan provides or provided any compensation or benefits which could subject, or have subjected, a multiemployer plan, as defined in covered service provider to gross income inclusion or tax pursuant to Section 3(37409A(a)(1) of ERISAthe Code, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except for those matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, in respect of employees outside the United States, the Company and its Subsidiaries have complied with all their obligations in respect of all arrangements (whether or not tax registered, funded or closed) for the provision of pension and other benefits on or in anticipation of retirement or death (each a "Retirement Benefits Scheme"), including all local law requirements and the governing documentation of all such Retirement Benefits Schemes. The Company and its Subsidiaries do not have any material liability or exposure to any Retirement Benefits Scheme (or section thereof) pursuant to which there is an “employee benefit plan” subject entitlement of participants therein to Sections 4063 or 4064 the payment of ERISAdefined benefits.