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 Schedule lists each Company Plan, but excluding any individual award or participation agreements under any Company Plan (collectively, “Individual Agreements”). None of the Company Plans is subject to Title IV of ERISA, and neither the Company nor any of its Subsidiaries or Affiliates has or has ever had any potential liability, contingent or otherwise, under Title IV of ERISA. None of the Company Plans is, and neither the Company nor any of its Subsidiaries or Affiliates has or has ever had any liability, contingent or otherwise, under or with respect to, a “multiemployer plan” (as defined in Section 3(37) of ERISA), a plan subject to Section 4063 or 4064 of ERISA, a “multiemployer welfare arrangement” (as defined in Section 3(40) of ERISA), or a “voluntary employees’ beneficiary association” (as defined in Section 501(c)(9) of the Code. The Company has prior to the date of this Agreement made available to Parent correct and complete copies of each Company Plan (or, in the case of any such Company Plan that is unwritten, written descriptions thereof) and all amendments thereto, 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: (i) the most recent annual reports on Form 5500 (including all required schedules), (ii) the most recent summary plan description or other document that describes the term of the Company Plan and all summaries of material modification and other updates, (iii) the most recent determination letter from the Internal Revenue Service or other governmental authority, (iv) the most recent trust agreement and all amendments thereto, (v) the most recent insurance contract and all amendments thereto, and (vi) any correspondence with any Governmental Authority regarding the Company Plan. Each Company Plan has been maintained, funded, and administered in accordance with its terms and 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. No Company Plan is subject to any laws other than the United States or any state, county or municipality in the United States. All Company Plans that are intended to be tax qualified under Section 401(a) of the Code (each, a “Company Pension Plan” ) are so qualified, all required amendments to each Company Pension Plan have been timely adopted, and nothing has occurred that could reasonably be expected to adversely affect the qualification of such Company Pension Plan (after taking into account commercially reasonable actions to maintain such qualification, such as corrections of errors, that do not result in a material liability to the Company). All contributions, premiums and benefit payments under or in connection with the Company Plans that are required to have been made as of the date of this Agreement in accordance with the terms of the Company Plans have been timely made or will be made by the applicable deadline and have been reflected on the most recent consolidated balance sheet filed or incorporated by reference into the Company SEC Documents. The Company has prior to the date of this Agreement made available to Parent correct and complete copies of all currently effective policies, surety bonds and letters of credit relating to workers compensation. All assets of each Company Plan consist exclusively of cash and publicly traded securities.

Employee Benefits and Labor Matters. (a) Section 3.11(a) of the Company Disclosure Schedule lists each Company Planlists: (i) all “employee benefit plans” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, but excluding any individual award or participation agreements under any Company Plan as amended (collectively, “Individual AgreementsERISA”). None ), (ii) all Company travel policies and plans and employee reimbursement policies thereunder, (iii) all employment, consulting, non-competition, employee non-solicitation, or other compensation agreements, and all collective bargaining agreements, and (iv) all bonus or other incentive compensation, equity or equity-based compensation (including stock option, phantom stock or stock ownership), stock purchase, deferred compensation, change in control, severance, termination, profit-sharing, leave of absence, vacation, medical, life insurance or other death benefit, educational assistance, Section 125 cafeteria, dependant care, fringe benefit, pension and welfare benefit plans, policies, agreements or arrangements, in each case as to which the Company Plans is subject to Title IV of ERISA, and neither the Company nor or any of its Subsidiaries or Affiliates has or has ever had any potential liability, contingent or otherwise, under Title IV of ERISA. None of the Company Plans is, and neither the Company nor any of its Subsidiaries or Affiliates has or has ever had any liability, contingent or otherwise, under or with respect toto any current or former employee, independent contractor or director (collectively (i) through (iv), the “Company Plans”). Correct and complete copies of the following documents with respect to each of the Company Plans have been made available to Parent by the Company, to the extent applicable: (a) all plan documents and amendments thereto, (b) the two most recent annual reports on Form 5500 to the extent any such report was required by applicable Law, (c) the most recent summary plan description for each Company Plan for which such a summary plan description is required by applicable Law, (d) each currently effective trust agreement and insurance or group annuity contract and (e) the most recent favorable determination letter from the Internal Revenue Service for each Company Plan which is intended to be qualified under Section 401(a) of the Code. Each Company Plan (excluding any Company Plan which is a “multiemployer plan” (as defined in Section 3(37) of ERISA), a plan subject to Section 4063 or 4064 of ERISA, a “multiemployer welfare arrangement” (as defined in Section 3(40) of ERISA), or a “voluntary employees’ beneficiary association” (as defined in Section 501(c)(9) of the Code. The Company has prior to the date of this Agreement made available to Parent correct and complete copies of each Company Plan (or, in the case of any such Company Plan that is unwritten, written descriptions thereof) and all amendments thereto, 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: ): (i) the most recent annual reports on Form 5500 (including all required schedules), (ii) the most recent summary plan description or other document that describes the term of the Company Plan and all summaries of material modification and other updates, (iii) the most recent determination letter from the Internal Revenue Service or other governmental authority, (iv) the most recent trust agreement and all amendments thereto, (v) the most recent insurance contract and all amendments thereto, and (vi) any correspondence with any Governmental Authority regarding the Company Plan. Each Company Plan has been maintained, funded, and administered in accordance with its terms and (ii) is in compliance with the applicable provisions of ERISA, the Code and all other applicable Laws, except except, in the case of (i) or (ii), for any instances of noncompliance that, individually or in the aggregate, has would not had and have, or would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. No Company Plan is subject to any laws other than the United States or any state, county or municipality in the United States. All Company Plans that are intended to be tax qualified under Section 401(a) of the Code (each, a “Company Pension Plan” ) are so qualified, all required amendments to each Company Pension Plan have been timely adopted, and nothing has occurred that could reasonably be expected to adversely affect the qualification of such Company Pension Plan (after taking into account commercially reasonable actions to maintain such qualification, such as corrections of errors, that do not result in a material liability to the Company). All contributions, premiums and benefit payments under or in connection with the Company Plans that are required to have been made as of the date of this Agreement in accordance with the terms of the Company Plans have been timely made or will be made by the applicable deadline and have been reflected on the most recent consolidated balance sheet filed or incorporated by reference into the Company SEC Documents. The Company has prior to the date of this Agreement made available to Parent correct and complete copies of all currently effective policies, surety bonds and letters of credit relating to workers compensation. All assets of each Company Plan consist exclusively of cash and publicly traded securities.

Employee Benefits and Labor Matters. (ai) Section 3.11(a3.1(k)(i)(A) of the Company Disclosure Schedule lists sets forth a true, correct and complete list of each material Company Plan maintained within the jurisdiction of the United States and that is available to a Company Employee in the United States (a "U.S. Company Plan"), but excluding any individual award or participation agreements under any and Section 3.1(k)(i)(B) of the Company Disclosure Schedule sets forth a true, correct and complete list of each material Company Plan maintained outside the jurisdiction of the United States and that is available to a Company Employee outside of the United States (collectively, “Individual Agreements”a "Non-U.S. Company Plan"). None (ii) True, correct and complete copies of all material documents with respect to each of the Company Plans is subject to Title IV of ERISA, and neither the Company nor (other than any of its Subsidiaries or Affiliates has or has ever had any potential liability, contingent or otherwise, under Title IV of ERISA. None of the Company Plans is, and neither the Company nor any of its Subsidiaries or Affiliates has or has ever had any liability, contingent or otherwise, under or with respect to, a “"multiemployer plan” " (as defined in Section 3(37) of ERISA), a plan subject to Section 4063 or 4064 of ERISA, a “multiemployer welfare arrangement” (as defined in Section 3(40) of ERISA), or a “voluntary employees’ beneficiary association” (as defined in Section 501(c)(9) of the Code. The Company has prior to the date of this Agreement made available to Parent correct and complete copies of each Company Plan (or, in the case of any such Company Plan that is unwritten, written descriptions thereof) and all amendments thereto, 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 by the Company, including: (A) each material Company Plan and, to the date of this Agreement extent applicable, summary plan descriptions, (B) each trust, insurance, annuity or other funding contract related thereto, (C) the most recent audited financial statements and actuarial or other valuation reports prepared with respect to each such planthereto, if applicable: (iD) the most recent annual reports report on Form 5500 (including all required schedules), (ii) the most recent summary plan description or other document that describes the term of the Company Plan and all summaries of material modification and other updates, (iii) the most recent determination letter from to be filed with the Internal Revenue Service or other governmental authoritywith respect thereto, (ivE) the most recent trust agreement and all amendments theretorecently received Internal Revenue Service determination letter or opinion, (v) the most recent insurance contract and all amendments theretoif applicable, and (viF) any correspondence with all material government and regulatory approvals received from any Governmental Authority regarding with respect to Non-U.S. Company Plans. (iii) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (A) the Company Plan. Each Company Plan has Plans have been maintained, funded, and administered maintained in accordance with its their terms and the in compliance with all applicable provisions of ERISA, the Code and all other applicable Laws, except (B) each U.S. Company Plan intended to qualify under Section 401(a) has received a favorable determination or opinion letter as to its qualification and nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause such determination letter or opinion, to be revoked, (C) each Non-U.S. Company Plan required to have been approved by any non-United States Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status) has been so approved or timely submitted for approval, no such approval has been revoked (and, as of the date of this Agreement, no such revocation has been threatened) and no event has occurred since the date of the most recent approval or application therefore relating to any such Non-U.S. Company Plan that is reasonably likely to affect any such approval relating thereto, (D) there has been no non-exempt "prohibited transaction" within the meaning of Section 4975(c) of the Code or Section 406 of ERISA involving the assets of any Company Plan, (E) all contributions required to have been made under any of the Company Plans or by Law (without regard to any waivers granted under Section 412 of the Code), have been timely made, and (F) the Company and its Subsidiaries have satisfied all applicable material requirements under the Patient Protection and Affordable Care Act and will not be liable for any instances excise tax pursuant to such Act with respect to periods ending prior to the Closing Date. 18 (iv) None of noncompliance thatthe Company, any of its Subsidiaries or any of their respective ERISA Affiliates, maintains, sponsors, contributes to or has an obligation to contribute to, or, within the six years preceding the date of this Agreement, maintained, sponsored, contributed to or had an obligation to contribute to, (A) an employee pension benefit plan (as defined in Section 3(2) of ERISA) that is subject to Title IV of ERISA or Section 412 of the Code or a similar pension benefit plan subject to any similar foreign Laws, (B) any multiemployer plan (as defined in 3(37) of ERISA) or (C) a "multiple employer plan" (as defined in Section 4063 of ERISA). None of the Company Plans promises retiree medical, disability or life insurance benefits to any current or former employee, consultant or director, except as required by Section 4980B of the Code, Part 6 of Title I of ERISA or similar applicable state or local Law. (v) With respect to any Company Plan, including any assets of any such Company Plan or any fiduciary to any such Company Plan, to the Knowledge of the Company, (A) no Actions (other than routine claims for benefits in the ordinary course of business) are pending or threatened, and (B) no administrative investigation, audit or other administrative proceeding by the Department of Labor, the Internal Revenue Service or other Governmental Authority is pending or, to the Knowledge of the Company, threatened that has had, or that would, if concluded adversely to the Company Plan, reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (vi) Except as set forth in Section 3.1(k)(vi) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the Transactions will (A) result in any payment becoming due to any current or former director, officer, employee or independent contractor, (B) increase any benefits otherwise payable under any Company Plan, (C) result in the acceleration of the time of payment or vesting of any such benefits under any Company Plan, or (D) require any contributions or payments to fund any obligations under any Company Plan. (vii) Except as set forth in Section 3.1(k)(vii) of the Company Disclosure Schedule, no Company Plan provides for, as a result of any of the Transactions contemplated by this Agreement (whether alone or in connection with other events), any payment of any amount of money or other property to, or the acceleration of or provision of any other rights or benefits to, any current or former officer, employee, independent contractor or director of the Company or any of its Subsidiaries that could reasonably be expected, individually or in the aggregate, to result in the payment of any "excess parachute payments" within the meaning of Section 280G of the Code. Except with respect to those Company Plans set forth in Section 3.1(k)(vii) of the Company Disclosure Schedule, no current or former officer, employee, independent contractor or director of the Company or any of its Subsidiaries is entitled to any gross-up or any other payment from the Company or any of its Subsidiaries in respect of any Tax (including Taxes imposed under Section 409A or Section 4999 of the Code) or any interest or penalty related thereto. (viii) Except as has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Plan that is or forms part of a "nonqualified deferred compensation plan" within the meaning of Section 409A of the Code has been operated in compliance with, and the Company and its Subsidiaries have complied in practice and operation with, all applicable requirements of Section 409A of the Code. 19 (ix) Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, (A) there are no complaints, charges, proceedings, suits, actions or claims against the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened that could be brought or filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment or failure to employ by the Company or any of its Subsidiaries, of any individual and (B) the Company and its Subsidiaries are in substantial compliance with all applicable Laws relating to the employment of labor, including all such Laws relating to labor relations, terms and conditions of employment, hiring, termination, wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state or local "mass layoff" or "plant closing" law, classification of employees (exempt/non-exempt and employee/independent contractor), collective bargaining, discrimination, civil rights, safety and health, workers' compensation, immigration, work status, leaves of absence, background check, privacy and the collection and payment of withholding and/or social security taxes and any similar Tax. (x) Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, (A) have withheld and reported all amounts required by applicable Law to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (B) are not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing and (C) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and in accordance with past practice). (xi) Neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement or other contract with a labor union or labor organization. Neither the Company nor any of its Subsidiaries is subject to a labor dispute, strike or work stoppage except as would not have, individually or in the aggregate, a Company Material Adverse Effect. No Company Plan is subject to any laws other than To the United States or any state, county or municipality in the United States. All Company Plans that are intended to be tax qualified under Section 401(a) Knowledge of the Code (eachCompany, a “Company Pension Plan” ) there are so qualified, all required amendments to each Company Pension Plan have been timely adopted, and nothing has occurred that could reasonably be expected to adversely affect the qualification of such Company Pension Plan (after taking into account commercially reasonable actions to maintain such qualification, such as corrections of errors, that do not result in a material liability no organizational efforts with respect to the Company). All contributions, premiums and benefit payments under formation of a collective bargaining unit presently being made or in connection with the Company Plans that are required to have been made as of the date of this Agreement in accordance with the terms threatened involving employees of the Company Plans have been timely made or will be made by the applicable deadline and have been reflected on the most recent consolidated balance sheet filed or incorporated by reference into the Company SEC Documentsany of its Subsidiaries. The Company has prior to the date of this Agreement made available to Parent correct and complete copies of all currently effective policies, surety bonds and letters of credit relating to workers compensation. All assets of each Company Plan consist exclusively of cash and publicly traded securities.(l)

Employee Benefits and Labor Matters. (a) Section 3.11(a) of the Company Disclosure Schedule lists sets forth a complete and correct list, separately with respect to each country in which the Company Planor any of its Subsidiaries has employees, but excluding of: (i) all "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and without regard to whether ERISA applies thereto), (ii) all employment, consulting or other compensation agreements, and collective bargaining agreements, and (iii) all plans, agreements, policies or arrangements providing for bonus or other incentive compensation, equity or equity-based compensation, retirement, welfare benefit, deferred compensation, change in control rights or benefits, termination or severance benefits, stock purchase, sick leave, vacation pay, salary continuation, hospitalization, training, medical benefits, life insurance, fringe benefits, educational assistance or other material employee benefits, in each case to which the Company or any individual award of its Subsidiaries has any obligation or participation agreements under liability (contingent or otherwise) thereunder for current or former directors or employees of the Company or any Company Plan of its Subsidiaries (the "Employees") (collectively, “Individual Agreements”the "Company Plans"). None of the Company Plans is subject to Title IV of ERISA, is a "multiemployer plan", as defined in Section 3(37) of ERISA (a "Multiemployer Plan"), or is or has been subject to Sections 4063 or 4064 of ERISA. True, current and complete copies of the following documents, with respect to each of the Company Plans (other than a Multiemployer Plan), have been made available to Parent by the Company, to the extent applicable: (i) any plans, all amendments thereto and related trust documents, insurance contracts or other funding arrangements, and amendments thereto; (ii) the most recent Forms 5500 and all schedules thereto and the most recent actuarial report, if any; (iii) the most recent IRS determination letter; (iv) the most recent summary plan descriptions; and (v) written descriptions of all non-written material agreements relating to the Company Plans. The Company Plans have been maintained, in all material respects, in accordance with their terms and with all applicable provisions of ERISA, the Code and other applicable Laws. Each Company Plan that is intended to meet the requirements for country specific tax-favored treatment under Subchapter B of Chapter 1 of Subtitle A of the Code or other applicable Laws meets such requirements, including (i) any Company Plans intended to qualify under Section 401 of the Code are so qualified and (ii) any trusts intended to be exempt from federal income taxation under Section 501 of the Code are so exempt. Nothing has occurred with respect to the operation of the Company Plans that could cause the loss of such tax favored treatment, qualification or exemption, or the imposition of any liability, penalty or tax under ERISA, the Code or other applicable Law. None of the Company, any of its Subsidiaries or any other Persons who are treated as a single employer together with the Company or any of its Subsidiaries pursuant to Section 414(b), (c), (m) (o) of ERISA ("ERISA Affiliates") has any unsatisfied liability with respect to any complete or partial withdrawal from any Multiemployer Plan, or the termination or reorganization of any Multiemployer Plan. With respect to each Company Plan providing for post- employment benefits with respect to current or former employees employed outside of the United States (unless all liabilities under such plan are fully provided for or otherwise fully satisfied by one or more fully paid up insurance policies or annuity contracts with a person unaffiliated with the Company or any of its Subsidiaries), the Company has provided to Parent separately as to each such plan as of June 30, 2005: (i) a statement of the liabilities under such plan (as determined using actuarial assumptions consistent with U.S. GAAP (regardless of whether U.S. GAAP applies), (ii) a list of all assets of such plan, (iii) the amount of any book reserves or other amounts set aside for payment of liabilities arising under such plan, and (iv) the amount or a description of any undisclosed liabilities arising under such plan. Each Company Plan to the extent such plan is intended or required to register with any Governmental Authority is and has been properly registered. All contributions (including all employer contributions and employee salary reduction contributions) required to have been made under any of the Company Plans (including workers compensation) or by law (without regard to any waivers granted under Section 412 of the Code) to any funds or trusts established thereunder or in connection therewith have been made by the due date thereof (including any valid extension). No accumulated funding deficiencies exist in any of the Company Plans subject to Section 412 of the Code. Neither the Company nor any of its Subsidiaries or ERISA Affiliates, or any organization to which the Company is a successor or parent corporation within the meaning of Section 4069(b) of ERISA, has engaged in any transaction within the meaning of Section 4069 or 4212(c) of ERISA as to which the Company or any of its Subsidiaries has any obligation or liability, contingent or otherwise. There are no pending actions, claims or lawsuits which have been asserted or instituted against the Company Plans, the assets of any of the trusts under such plans or the sponsor or administrator of any of the Company Plans, or against any fiduciary of the Company Plans (other than routine benefit claims), nor does the Company have any Knowledge of facts that could form the basis for any such claim or lawsuit. All amendments and actions required to bring the Company Plans into conformity in all material respects with all of the applicable provisions of the Code, ERISA and other applicable laws have been made or taken, except to the extent that such amendments or actions are not required by law to be made or taken until a date after the Closing Date. None of the Company Plans with respect to current or former employees within the United States provide for post-employment life or health insurance coverage, or other welfare benefits coverage for any participant or any beneficiary of a participant, except (i) as may be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), and at the expense of the participant or the participant's beneficiary or (ii) coverage through the last day of the month in which a participant terminates employment with the Company and its Subsidiaries. Except as disclosed in Section 3.11(l) or 5.2(h) of the Company Disclosure Schedule or in connection with equity compensation, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment becoming due to any employee (current, former or retired) of the Company and its Subsidiaries, (ii) increase any benefits under any Company Plan or (iii) result in the acceleration of the time of payment of, vesting of or other rights with respect to any such benefits. Neither the Company nor any of its Subsidiaries has a contract, plan or commitment, whether legally binding or not, to create any additional Company Plan or to modify any existing Company Plan. Any individual who performs services for the Company or any of its Subsidiaries and who is not and has not been during any period since July 1, 2003 treated by the Company and its Subsidiaries as an employee of the Company or any of its Subsidiaries for purposes of federal income taxes and participation in Company Plans is and has been properly treated as not constituting an employee for such purposes during the period so treated. Except as set forth in Section 3.11(o) of the Company Disclosure Schedule, (i) none of the Employees is represented in his or her capacity as an employee of the Company or any of its Subsidiaries by any labor organization or works council or similar representative, (ii) neither the Company nor any of its Subsidiaries has recognized any labor organization, works council or Affiliates similar representative, nor has any such organization been elected as the collective bargaining agent of any Employees and (iii) there is no union organization activity involving any of the Employees, pending or, to the Knowledge of the Company, threatened, nor has there been union representation involving any of the Employees within the preceding five years. There is no picketing, pending or, to the Knowledge of the Company, threatened, and there are no strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrations, grievances or has ever had other labor disputes involving any potential liabilityof the Employees pending or, contingent or otherwiseto the Knowledge of the Company, under Title IV of ERISAthreatened. None Except as set forth in Section 3.7 of the Company Plans isDisclosure Schedule, and neither there are no complaints, charges or claims against the Company nor or any of its Subsidiaries or Affiliates has or has ever had any liabilitypending or, contingent or otherwise, under or with respect to, a “multiemployer plan” (as defined in Section 3(37) of ERISA), a plan subject to Section 4063 or 4064 of ERISA, a “multiemployer welfare arrangement” (as defined in Section 3(40) of ERISA), or a “voluntary employees’ beneficiary association” (as defined in Section 501(c)(9) the Knowledge of the Code. The Company has prior to the date of this Agreement made available to Parent correct and complete copies of each Company Plan (orCompany, in the case of any such Company Plan threatened that is unwritten, written descriptions thereof) and all amendments thereto, 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: (i) the most recent annual reports on Form 5500 (including all required schedules), (ii) the most recent summary plan description could be brought or other document that describes the term of the Company Plan and all summaries of material modification and other updates, (iii) the most recent determination letter from the Internal Revenue Service or other governmental authority, (iv) the most recent trust agreement and all amendments thereto, (v) the most recent insurance contract and all amendments thereto, and (vi) any correspondence filed with any Governmental Authority regarding or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment or failure to employ by the Company Planor any of its Subsidiaries, of any individual. Each The Company Plan has been maintainedand its Subsidiaries are in compliance with all Laws relating to the employment of labor, fundedincluding all such Laws relating to wages, hours, the Worker Adjustment and administered in accordance with its terms Retraining Notification Act and any similar state or local "mass layoff" or "plant closing" law, collective bargaining, discrimination, civil rights, safety and health, workers' compensation and the applicable provisions collection and payment of ERISA, the Code withholding and/or social security taxes and all other applicable Lawsany similar tax, 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. No Company Plan is subject to any laws other than the United States or any state, county or municipality in the United States. All Company Plans that are intended to be tax qualified under Section 401(a) of the Code (each, a “Company Pension Plan” ) are so qualified, all required amendments to each Company Pension Plan have been timely adopted, and nothing has occurred that could reasonably be expected to adversely affect the qualification of such Company Pension Plan (after taking into account commercially reasonable actions to maintain such qualification, such as corrections of errors, that do not result in a material liability to the Company). All contributions, premiums and benefit payments under or in connection with the Company Plans that are required to have been made as of the date of this Agreement in accordance with the terms of the Company Plans have been timely made or will be made by the applicable deadline and have been reflected on the most recent consolidated balance sheet filed or incorporated by reference into the Company SEC Documents. The Company has prior to the date of this Agreement made available to Parent correct and complete copies of all currently effective policies, surety bonds and letters of credit relating to workers compensation. All assets of each Company Plan consist exclusively of cash and publicly traded securitiesimmaterial non-compliance.