Common use of Employee Benefits Matters Clause in Contracts

Employee Benefits Matters. Section 3.10(a) of the Company Disclosure Schedule sets forth a complete and accurate list, as of the date of this Agreement, of each material Company Plan. The Company has made available to Parent correct and complete copies of (a) the current plan document for each material Company Plan (or, if such Company Plan is not in writing, a written description of the material terms thereof), (b) the most recent annual reports on Form 5500 required to be filed with the Department of Labor with respect to each Company Plan (if any such report was required), (c) the most recent summary plan description for each material Company Plan for which such summary plan description is required, (d) each trust agreement relating to any Company Plan, (e) the most recent audited financial statement and the actuarial or other valuation report prepared for the most recently completed plan year with respect thereto and (f) any material and non-routine correspondence with a Governmental Authority regarding any pending audit, investigation, claim or dispute under any Company Plan. Each Company Plan is in compliance with its terms and the applicable provisions of ERISA, the Code and all other applicable laws, except where such noncompliance would not reasonably be expected to have a Company Material Adverse Effect. 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, nor is any Company Plan under (and the Company has received no notice that there is any threatened) audit or administrative proceeding by the IRS, the Department of Labor, or any other Governmental Authority with respect to any Company Plan that, in each case, would reasonably be expected to have a Company 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 qualified under Section 401(a) of the Code (each, a “Company Pension Plan”) have received a favorable determination letter from the IRS or has filed a timely application therefor and, to the Knowledge of the Company, such Company Pension Plan qualifies in all material respects under Section 401(a) of the Code in operation. The Company has made available to Parent a correct and complete copy of the most recent determination letter received with respect to each Company Pension Plan, as well as a correct and complete copy of each pending application for a determination letter, if any. Except as set forth on Section 3.10(b) of the Company Disclosure Schedule, neither the Company nor any ERISA Affiliate sponsors, maintains or contributes to, nor has any liability with respect to, a multiemployer plan (as defined in Section 3(37) of ERISA) or a plan subject to section 302 or Title IV of ERISA or section 412 of the Code. With respect to each Company Pension Plan set forth on Section 3.10(b) of the Company Disclosure Schedule, (i) no proceeding has been initiated to terminate such plan under Sections 4041 or 4042 of ERISA; (ii) there has been no “reportable event” (as such term is defined in Section 4043(b) of ERISA) for which a reporting waiver does not apply that would reasonably be expected to have a Company Material Adverse Effect; (iii) no such plan has been required to file information pursuant to Section 4010 of ERISA for the current or most recently completed year; (iv) each required installment or any other payment required under Section 412 of the Code or Section 303 of ERISA has been made before the applicable due date except as would not reasonably be expected to have a Company Material Adverse Effect; (v) no such plan has applied for or received a waiver of the minimum funding standards or an extension of any amortization period within the meaning of Section 412 of the Code or Sections 302 or 303 of ERISA that is currently in effect; and (vi) there are no funding-based benefit limitations (within the meaning of Section 436 of the Code) currently in effect. Other than as would not reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries have reserved the right and power to terminate, suspend, discontinue and amend all Company Plans that provide for post-termination health, medical or other welfare benefits. Except as set forth on Section 3.10(c) of the Company Disclosure Schedule, the consummation of the Transactions will not, either alone or in combination with another event, except as expressly provided in this Agreement, (i) entitle any employee of the Company to severance pay, unemployment compensation or any other payment, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee or officer. Except as set forth on Section 3.10(d) of the Company Disclosure Schedule, no amounts payable under the Company Plans will fail to be deductible for federal income tax purposes by virtue of section 280G of the Code. This Section 3.10 constitutes the sole and exclusive representation and warranty of the Company regarding pension and employee benefit liabilities, obligations, or compliance with Laws.

Employee Benefits Matters. (i) Section 3.10(a3.01(m)(i) of the Company Disclosure Schedule sets forth contains a complete list of all Benefit Plans and accurate listall material Benefit Agreements, including without limitation each "employee welfare benefit plan" (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended "ERISA")) and "employee pension benefit plan" (as defined in Section 3(2) of the date of this Agreement, of each material Company ERISA) (a "Pension Plan"). The Company has made available provided to Parent true, complete and correct and complete copies of (a1) the current plan document for each Benefit Plan and each material Company Plan Benefit Agreement (or, if such Company Plan is not in writingthe case of any unwritten Benefit Plans or Benefit Agreements, a written description of the material terms descriptions thereof), (b2) the two most recent annual reports on Form 5500 required to be filed with the Department of Labor with respect to each Company Benefit Plan (if any such report was requiredincluding reports filed on Form 5500), (c3) the most recent summary plan description prepared for each material Company Plan for which such summary plan description is requiredBenefit Plan, (d4) each trust agreement and group annuity contract relating to any Company Plan, Benefit Plan and (e5) the most recent audited financial statement and the actuarial determination or other valuation report prepared qualification letter issued by any Government Entity for the most recently completed plan year with respect thereto and (f) any material and non-routine correspondence with a Governmental Authority regarding any pending audit, investigation, claim or dispute under any Company Planeach Benefit Plan intended to qualify for favorable tax treatment. Each Company Benefit Plan is has been administered in compliance accordance with its terms and the applicable provisions of ERISA, the Code and all other applicable lawsterms, except where such noncompliance would the failure so to be administered individually or in the aggregate could not reasonably be expected to have a Company Material Adverse Effect. There are no pending or, to the Knowledge of material adverse effect on the Company, threatened claims (other than claims for benefits in the ordinary course) with respect to any Company Plans, nor is any Company Plan under (and the Company has received no notice that there is any threatened) audit or administrative proceeding by the IRS, the Department of Labor, or any other Governmental Authority with respect to any Company Plan that, in each case, would reasonably be expected to have a Company 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 qualified under Section 401(a) of the Code (each, a “Company Pension Plan”) have received a favorable determination letter from the IRS or has filed a timely application therefor and, to the Knowledge of the Company, such Company Pension Plan qualifies in all material respects under Section 401(a) of the Code in operation. The Company has made available to Parent a correct and complete copy of its subsidiaries and all the most recent determination letter received Benefit Plans are in compliance with respect to each Company Pension Plan, as well as a correct and complete copy of each pending application for a determination letter, if any. Except as set forth on Section 3.10(b) of the Company Disclosure Schedule, neither the Company nor any ERISA Affiliate sponsors, maintains or contributes to, nor has any liability with respect to, a multiemployer plan (as defined in Section 3(37) all applicable provisions of ERISA) or a plan subject to section 302 or Title IV of ERISA or section 412 of , the Code. With respect to each Company Pension Plan set forth on Section 3.10(b) , and all other applicable laws, whether Federal, state or local, domestic or foreign, except for instances of possible noncompliance that individually or in the Company Disclosure Schedule, (i) no proceeding has been initiated to terminate such plan under Sections 4041 or 4042 of ERISA; (ii) there has been no “reportable event” (as such term is defined in Section 4043(b) of ERISA) for which a reporting waiver does not apply that would reasonably be expected to have a Company Material Adverse Effect; (iii) no such plan has been required to file information pursuant to Section 4010 of ERISA for the current or most recently completed year; (iv) each required installment or any other payment required under Section 412 of the Code or Section 303 of ERISA has been made before the applicable due date except as would aggregate could not reasonably be expected to have a Company Material Adverse Effect; (vmaterial adverse effect on the Company. All Pension Plans intended to be tax-qualified have been the subject of determination letters from the IRS to the effect that such Pension Plans are qualified and exempt from United States Federal income taxes under Sections 401(a) no such plan has applied for or received a waiver of the minimum funding standards or an extension of any amortization period within the meaning of Section 412 and 501(a), respectively, of the Code or Sections 302 have remaining a period of time under applicable Treasury regulations or 303 IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain such a favorable determination as to the qualified status of ERISA that is currently in effecteach such Pension Plan; and no such determination letter has been revoked (vi) there are no funding-based benefit limitations (within or, to the meaning of Section 436 knowledge of the Code) currently Company, has revocation been threatened); in effect. Other than as would the event any Pension Plan has not reasonably be expected to have applied for such a Company Material Adverse Effectdetermination letter, the Company is in the process of preparing an application for such determination letter and its Subsidiaries have reserved the right and power to terminate, suspend, discontinue and amend all Company Plans that provide for post-termination health, medical or other welfare benefits. Except as set forth on Section 3.10(c) of the Company Disclosure Schedule, is not aware of any reason why such determination letter would not be issued by the consummation IRS; no event occurred relating to any such Pension Plan that would adversely affect the qualification of the Transactions will not, either alone such Pension Plan or in combination with another event, except as expressly provided in this Agreement, (i) entitle any employee of the Company to severance pay, unemployment compensation or any other payment, or (ii) accelerate the time of payment or vesting, or materially increase the amount costs relating thereto or require security under Section 307 of compensation due any such employee or officer. Except as set forth on Section 3.10(d) of the Company Disclosure Schedule, no amounts payable under the Company Plans will fail to be deductible for federal income tax purposes by virtue of section 280G of the Code. This Section 3.10 constitutes the sole and exclusive representation and warranty of the Company regarding pension and employee benefit liabilities, obligations, or compliance with LawsERISA.

Employee Benefits Matters. Section 3.10(a) 3.10 of the Company Disclosure Schedule sets forth a complete and accurate list, as of the date of this Agreement, of lists each material Company Plan. The Company has made available to Parent correct and complete copies of (a) the current plan document for each material Company Plan (or, if such Company Plan is not in writing, a written description of the material terms thereof)Plan, (b) the most recent annual reports on Form 5500 required to be as filed with the Department of Labor with respect to each Company Plan (if any such report was required), (c) the most recent summary plan description for each material Company Plan for which such summary plan description is required, required and (d) each trust agreement and material insurance contract relating to any Company Plan, (e) the most recent audited financial statement and the actuarial or other valuation report prepared for the most recently completed plan year with respect thereto and (f) any material and non-routine correspondence with a Governmental Authority regarding any pending audit, investigation, claim or dispute under any Company Plan. Each Company Plan is has been maintained, funded and administered, in form and operation, in compliance in all material respects with its terms and with the applicable provisions of ERISA, the Code and all other applicable laws, except where such noncompliance would not reasonably be expected to have a Company Material Adverse EffectLaws. There are no pending or, to the Knowledge of the Company, threatened claims claims, suits, audits or investigations (other than claims for benefits in the ordinary course) with respect to any Company Plans, nor is any Company Plan under (and the Company has received no notice Plans that there is any threatened) audit or administrative proceeding by the IRS, the Department of Labor, or any other Governmental Authority with respect to any Company Plan that, in each case, would reasonably be expected to have result in a liability to the Company Material Adverse Effectand its Subsidiaries (taken as a whole) individually or in the aggregate in excess of $250,000. All Each Company Plans Plan that are is a “employee pension plansplan” (as defined in Section 3(33(2) of ERISA) and that are is intended to be tax qualified under Section 401(a) of the Code (each, a “Company Pension Plan”) have received is covered by a current favorable determination letter from the IRS or has is the subject of a pending, timely filed a timely application therefor andtherefor, and no circumstance exists that would be reasonably expected to result in the Knowledge revocation of any such determination letter or the Company, refusal by the IRS to approve any such Company Pension Plan qualifies in all material respects under Section 401(a) of the Code in operationapplication. The Company has made available to Parent a correct and complete copy of the most recent determination letter received with respect to each Company Pension Plan, as well as a correct and complete copy of each pending application for a determination letter, if any. Except as set forth on Section 3.10(b) of the Company Disclosure Schedule, neither Neither the Company nor any ERISA Affiliate of its Subsidiaries maintains, sponsors, maintains contributes to or contributes to, nor has or would reasonably be expected to have any current or contingent liability or obligation (directly or indirectly) under or with respect to, to a multiemployer plan (as defined in Section 3(374001(a)(3) of ERISA) or a plan that is or was subject to section Section 302 or Title IV of ERISA or section 412 of the Code. With respect to each Company Pension Plan set forth on Section 3.10(b) of the Company Disclosure Schedule, (i) no proceeding has been initiated to terminate such plan under Sections 4041 or 4042 of ERISA; (ii) there has been no “reportable event” (as such term is defined in Section 4043(b) of ERISA) for which a reporting waiver does not apply that would reasonably be expected to have a Company Material Adverse Effect; (iii) no such plan has been required to file information pursuant to Section 4010 of ERISA for the current or most recently completed year; (iv) each required installment or any other payment required under Section 412 of the Code or Section 303 of ERISA has been made before the applicable due date except as would not reasonably be expected to have a Company Material Adverse Effect; (v) no such plan has applied for or received a waiver of the minimum funding standards or an extension of any amortization period within the meaning of Section 412 of the Code or Sections 302 or 303 of ERISA that is currently in effect; and (vi) there are no funding-based benefit limitations (within the meaning of Section 436 of the Code) currently in effect. Other than as would not reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries have reserved the right and power to terminate, suspend, discontinue and amend all Company Plans that provide for post-termination health, medical or other welfare benefits. Except as set forth on Section 3.10(c) 3.10 of the Company Disclosure Schedule, the consummation of the Transactions will not, either alone or in combination with another event, except as expressly provided in this Agreement, (i) entitle any employee current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries to severance pay, or a transaction or retention bonus, unemployment compensation or any other paymentpayment or additional compensation, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee employee, officer, director or officerindependent contractor. Except as set forth on Section 3.10(d) 3.10 of the Company Disclosure Schedule, no amounts Company Plan provides (or would reasonably be expected to require the Company or any of its Subsidiaries to provide) any post-employment health care coverage or, to the Knowledge of the Company, other welfare benefits except as specifically required by applicable Laws. No amount paid or which may become payable under the any Company Plans Plan or otherwise will fail to be deductible for federal income tax purposes by virtue of section Section 280G or Section 162(m) of the Code. This Neither the Company nor any of its Subsidiaries has or would be reasonably expected to have any indemnity obligation for any Taxes imposed under Section 4999 or 409A of the Code. No amounts that have been paid or that may become payable under any Company Plan would reasonably be expected to become subject to the interest and additional tax set forth under Section 409A(a)(1)(B) of the Code. Notwithstanding any other provisions of this Agreement, this Section 3.10 and Section 3.5 and Section 3.20 constitutes the sole and exclusive representation and warranty of the Company regarding relating to pension and employee benefit liabilities, or liabilities or obligations, or including compliance with LawsLaws relating thereto.

Employee Benefits Matters. Section 3.10(a) Attached hereto as Schedule 19 is a true and correct list of the Company Disclosure Schedule sets forth a complete and accurate list, as of the date of this Agreement, of each material Company Plan. The Company has made available to Parent correct and complete copies of all (a) the current plan document for employee benefit plans (including retirement/pension, savings, deferred compensation, stock or partnership interest option, stock or partnership interest purchase, incentive, and medical plans) affecting employees of each material Company Plan member Grantor (or, if including whether such Company Plan is not in writing, a written description of the material terms thereofplans are multi-employer and whether such plans are fully funded), (b) existing key employee and/or management contracts, (c) defined benefit plans (and related trusts) which any Grantor or any member of the most recent annual reports on Form 5500 required same controlled group of such Grantor pursuant to be filed with the Department of Labor with respect to each Company Plan (if any such report was requiredSection 414(b), (c) and (m) of the Internal Revenue Code (each an “ERISA Affiliate”) maintained or contributed to during the last six years, and the most recent summary plan description, actuarial report, determination letter issued by the Internal Revenue Service, and Form 5500 filed in respect of each such plan, (d) multi-employer plans which each any Grantor or any ERISA Affiliate contributed to during the last six years, including the aggregate amount of the most recent annual contributions required to be made by such Grantors and all ERISA Affiliates to each such multi-employer plan and a copy of any information which has been provided to each Grantor or any ERISA Affiliate regarding withdrawal liability under any multi-employer plan, and the collective bargaining agreement pursuant to which a contribution is required to be made and (e) employee welfare benefit plans which provide benefits to employees after termination of employment other than as required by Section by Section 601 of the Employee Retirement Income Security Act of 1974, as amended, the most recent summary plan description for each material Company Plan for which such summary plan description is required, (d) each trust agreement relating to any Company Plan, (e) the most recent audited financial statement and the actuarial or other valuation report prepared for the most recently completed plan year with respect thereto and (f) any material and non-routine correspondence with a Governmental Authority regarding any pending audit, investigation, claim or dispute under any Company Plan. Each Company Plan is in compliance with its terms and the applicable provisions of ERISA, the Code and all other applicable laws, except where such noncompliance would not reasonably be expected to have a Company Material Adverse Effect. 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, nor is any Company Plan under (and the Company has received no notice that there is any threatened) audit or administrative proceeding by the IRS, the Department of Labor, or any other Governmental Authority with respect to any Company Plan that, in each case, would reasonably be expected to have a Company 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 qualified under Section 401(a) of the Code (each, a “Company Pension Plan”) have received a favorable determination letter from the IRS or has filed a timely application therefor and, to the Knowledge of the Company, such Company Pension Plan qualifies in all material respects under Section 401(a) of the Code in operation. The Company has made available to Parent a correct and complete copy aggregate amount of the most recent determination letter received with respect annual payments made to each Company Pension Plan, as well as terminated employees under such plan. This Perfection Certificate shall constitute a correct “Loan Document” for all purposes under and complete copy of each pending application for a determination letter, if any. Except as set forth on Section 3.10(b) of the Company Disclosure Schedule, neither the Company nor any ERISA Affiliate sponsors, maintains or contributes to, nor has any liability with respect to, a multiemployer plan (as defined in Section 3(37) of ERISA) or a plan subject to section 302 or Title IV of ERISA or section 412 of the Code. With respect to each Company Pension Plan set forth on Section 3.10(b) of the Company Disclosure Schedule, (i) no proceeding has been initiated to terminate such plan under Sections 4041 or 4042 of ERISA; (ii) there has been no “reportable event” (as such term is defined in Section 4043(b) of ERISA) for which a reporting waiver does not apply that would reasonably be expected to have a Company Material Adverse Effect; (iii) no such plan has been required to file information pursuant to Section 4010 of ERISA for the current or most recently completed year; (iv) each required installment or any Loan Agreement and the other payment required under Section 412 of the Code or Section 303 of ERISA has been made before the applicable due date except as would not reasonably be expected to have a Company Material Adverse Effect; (v) no such plan has applied for or received a waiver of the minimum funding standards or an extension of any amortization period within the meaning of Section 412 of the Code or Sections 302 or 303 of ERISA that is currently in effect; and (vi) there are no funding-based benefit limitations (within the meaning of Section 436 of the Code) currently in effectLoan Documents. Other than as would not reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries have reserved the right and power to terminate, suspend, discontinue and amend all Company Plans that provide for post-termination health, medical or other welfare benefits. Except as set forth on Section 3.10(c) of the Company Disclosure Schedule, the consummation of the Transactions will not, either alone or in combination with another event, except as expressly provided in this Agreement, (i) entitle any employee of the Company to severance pay, unemployment compensation or any other payment, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee or officer. Except as set forth on Section 3.10(d) of the Company Disclosure Schedule, no amounts payable under the Company Plans will fail to be deductible for federal income tax purposes by virtue of section 280G of the Code. This Section 3.10 constitutes the sole and exclusive representation and warranty of the Company regarding pension and employee benefit liabilities, obligations, or compliance with Laws.* * *

Employee Benefits Matters. (a) Set forth or listed on Schedule 3.14(a) is each "employee benefit plan," as defined in Section 3.10(a3(3) of ERISA and each other agreement, plan, program, fund, policy, contract or arrangement (whether written or unwritten) providing compensation, benefits, pension, retirement, superannuation, profit sharing, stock bonus, stock option, stock purchase, phantom or stock equivalent, bonus, incentive, deferred compensation, hospitalization, medical, dental, vision, vacation, life insurance, death benefit, sick pay, disability, severance, redundancy pay, educational assistance, housing assistance, moving expense reimbursement, fringe benefit or similar employee benefits in which current or former employees of any PED Subsidiary participate, or in which any PED Subsidiary is a participating employer or with respect to which any PED Subsidiary could incur liability under Section 4069, 4201, or 4212(c) of ERISA (collectively, the Company Disclosure Schedule sets forth "Benefit Plans"); provided, however, that any governmental plan or program requiring the mandatory payment of social insurance taxes or similar contributions to a complete and accurate listgovernmental fund with respect to the wages of an employee shall not be considered a "Benefit Plan" for these purposes. With respect to each Benefit Plan, as of the date of this Agreement, of each material Company Plan. The Company Seller has made available to Parent correct Buyer a true and complete copies copy of (a) the current plan document for each material Company Plan (orfollowing, if such Company Plan is not in writing, a written description of the material terms thereof), any: (b) the most recent annual reports on Form 5500 required to be filed with the Department of Labor with respect to each Company Plan (if any such report was required), (ci) the most recent summary plan description for each material Company Benefit Plan for which such a summary plan description is required; (ii) such Benefit Plan, (d) and each trust agreement relating to any Company such Benefit Plan, ; (eiii) the 2005 annual report (Form 5500) for each Benefit Plan for which such report is required to be filed; (iv) the 2005 actuarial report for the C&D Technologies Salaried Pension Plan; (v) the most recent audited financial statement and determination letter issued by the actuarial or other valuation report prepared for the most recently completed plan year with respect thereto and (f) any material and non-routine correspondence with a Governmental Authority regarding any pending audit, investigation, claim or dispute under any Company Plan. Each Company Plan is in compliance with its terms and the applicable provisions of ERISA, the Code and all other applicable laws, except where such noncompliance would not reasonably be expected to have a Company Material Adverse Effect. There are no pending or, to the Knowledge of the Company, threatened claims (other than claims for benefits in the ordinary course) IRS with respect to any Company Plans, nor is any Company each Benefit Plan under (and the Company has received no notice that there is any threatened) audit or administrative proceeding by the IRS, the Department of Labor, or any other Governmental Authority with respect to any Company Plan that, in each case, would reasonably be expected to have a Company 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 qualified qualify under Section 401(a) of the Code Code; (each, a “Company Pension Plan”vi) have received a favorable determination letter from the IRS or has filed a timely application therefor and, to the Knowledge of the Company, such Company Pension Plan qualifies in all material respects under Section 401(a) of the Code in operation. The Company has made available to Parent a correct and complete copy of the most recent determination letter received with respect as to each Company Pension PlanBenefit Plan that is in writing, the plan document and trust agreement, if any, as well as a correct and complete copy of each pending application for a determination letter, if any. Except as set forth on Section 3.10(b) of the Company Disclosure Schedule, neither the Company nor any ERISA Affiliate sponsors, maintains or contributes to, nor has any liability with respect to, a multiemployer summary plan (as defined in Section 3(37) of ERISA) or a plan subject to section 302 or Title IV of ERISA or section 412 of the Code. With respect to each Company Pension Plan set forth on Section 3.10(b) of the Company Disclosure Schedule, (i) no proceeding has been initiated to terminate such plan under Sections 4041 or 4042 of ERISA; (ii) there has been no “reportable event” (as such term is defined in Section 4043(b) of ERISA) for which a reporting waiver does not apply that would reasonably be expected to have a Company Material Adverse Effect; (iii) no such plan has been required to file information pursuant to Section 4010 of ERISA for the current or most recently completed year; (iv) each required installment or any other payment required under Section 412 of the Code or Section 303 of ERISA has been made before the applicable due date except as would not reasonably be expected to have a Company Material Adverse Effect; (v) no such plan has applied for or received a waiver of the minimum funding standards or an extension of any amortization period within the meaning of Section 412 of the Code or Sections 302 or 303 of ERISA that is currently in effectdescription; and (vivii) there are no funding-based benefit limitations (within the meaning a written description of Section 436 of the Code) currently any material Benefit Plan that is not otherwise in effect. Other than as would not reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries have reserved the right and power to terminate, suspend, discontinue and amend all Company Plans that provide for post-termination health, medical or other welfare benefits. Except as set forth on Section 3.10(c) of the Company Disclosure Schedule, the consummation of the Transactions will not, either alone or in combination with another event, except as expressly provided in this Agreement, (i) entitle any employee of the Company to severance pay, unemployment compensation or any other payment, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee or officer. Except as set forth on Section 3.10(d) of the Company Disclosure Schedule, no amounts payable under the Company Plans will fail to be deductible for federal income tax purposes by virtue of section 280G of the Code. This Section 3.10 constitutes the sole and exclusive representation and warranty of the Company regarding pension and employee benefit liabilities, obligations, or compliance with Lawswriting.

Employee Benefits Matters. Section 3.10(a) of the Company Disclosure Schedule sets forth a complete and accurate list, as of the date of this Agreement, of each material Company Plan. The Company has made available to Parent prior to the date hereof correct and complete copies of (a) the current plan document for each material Company Plan (or, if such Company Plan is not in writing, a written description of the material terms thereof)Plan, (b) the most recent annual reports on Form 5500 required to be filed with the Department of Labor IRS with respect to each Company Plan (if any such report was required), (c) the most recent summary plan description for each material Company Plan for which such summary plan description is required, required and (d) each trust agreement and insurance or group annuity contract relating to any Company Plan, (e) the most recent audited financial statement and the actuarial or other valuation report prepared for the most recently completed plan year with respect thereto and (f) any material and non-routine correspondence with a Governmental Authority regarding any pending audit, investigation, claim or dispute under any Company Plan. Each Company Plan is has been, in all material respects, administered in compliance with its terms and in compliance with the applicable provisions of ERISA, the Code and all other applicable laws, except where such noncompliance would not reasonably be expected to have a Company Material Adverse Effect. 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, nor is any Company Plan under (and the Company has received no notice that there is any threatened) audit or administrative proceeding by the IRS, the Department of Labor, or any other Governmental Authority with respect to any Company Plan that, in each case, would reasonably be expected to have a Company 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 qualified under Section 401(a) of the Code (each, a “Company Pension Plan”) have received a favorable determination letter from the IRS on which they are entitled to rely or has have filed a timely application therefor and, to the Knowledge of the Company, such Company Pension Plan qualifies in all material respects under Section 401(a) of the Code in operationthat remains pending. The Company has made available to Parent prior to the date hereof a correct and complete copy of the most recent determination letter received with respect to each Company Pension Plan, as well as a correct and complete copy of each pending application for a determination letter, if any. Except as set forth on Section 3.10(b) of the Company Disclosure Schedule, neither Neither the Company nor any trade or business, whether or not incorporated, that together with the Company would be deemed a “single employer” within the meaning of Section 4001(b) of ERISA Affiliate sponsors(including any entity that during the past six (6) years was a Subsidiary of the Company) has now or at any time within the previous six (6) years contributed to (or been required to contribute to), maintains sponsored, maintained, or contributes to, nor has had any liability with respect to, to a multiemployer plan Multiemployer Plan (as defined in Section 3(37) of ERISA) or a plan subject to section Section 302 or Title IV of ERISA or section Section 412 of the Code. With respect The Company has no liability or obligation to each Company Pension Plan set forth on Section 3.10(b) of the Company Disclosure Scheduleprovide postretirement medical or life insurance benefits to any its employees or former employees, (i) no proceeding has been initiated to terminate such plan under Sections 4041 officers, or 4042 of ERISA; (ii) there has been no “reportable event” (as such term is defined in Section 4043(b) of ERISA) for which a reporting waiver does not apply that would reasonably be expected to have a Company Material Adverse Effect; (iii) no such plan has been required to file information pursuant to Section 4010 of ERISA for the current or most recently completed year; (iv) each required installment directors, or any other payment dependent or beneficiary thereof, except as otherwise required under Section 412 of the Code state or Section 303 of ERISA has been made before the applicable due date except as would not reasonably be expected to have a Company Material Adverse Effect; (v) no such plan has applied for or received a waiver of the minimum funding standards or an extension of any amortization period within the meaning of Section 412 of the Code or Sections 302 or 303 of ERISA that is currently in effect; and (vi) there are no funding-based benefit limitations (within the meaning of Section 436 of the Code) currently in effectfederal benefits continuation laws. Other than as would not reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries have reserved the right and power to terminate, suspend, discontinue and amend all Company Plans that provide for post-termination health, medical or other welfare benefits. Except as set forth on Section 3.10(c) of the Company Disclosure Schedule, the The consummation of the Transactions will not, either alone or in combination with another eventevent (where such event would not independently have such effect), except as expressly provided in by this Agreement, (i) entitle any employee of the Company to severance pay, unemployment compensation or any other payment, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee or officer. Except , (iii) increase any benefits payable under any Company Plan, (iv) result in the payment of any amount that could, individually or in combination with any other such payment, constitute an “excess parachute payment,” as set forth on defined in Section 3.10(d280G(b)(1) of the Company Disclosure ScheduleCode, no amounts payable under (v) result in the triggering or imposition of any restrictions or limitations on the rights of the Company Plans will fail to amend or terminate any Company Plan, or (vi) entitle the recipient of any payment or benefit to receive a “gross up” payment for any income or other taxes that might be deductible for federal income tax purposes by virtue owed with respect to such payment or benefit. The treatment of section 280G Options and Restricted Stock set forth in Section 2.4 does not violate the terms of the CodeCompany Stock Plans or any other equity plans or agreement governing the terms of such Options or Restricted Stock. The Company is and at all times has been in material compliance with all Laws governing the employment of labor and the withholding of Taxes. This Section 3.10 constitutes the sole and exclusive representation and warranty of the Company regarding compliance with Laws relating to pension and employee benefit liabilities, or liabilities or obligations, or compliance with Laws.

Employee Benefits Matters. (a) Section 3.10(a3.11(a) of the Company Disclosure Schedule sets forth Schedules contains a complete and accurate list, as correct list of the date of this Agreement, of each material Company all Benefit Plans and all Benefit Agreements (a “Pension Plan”). The Company has made available delivered to Parent the Buyer complete and correct and complete copies of (ai) the current plan document for each material Company Benefit Plan and each Benefit Agreement (or, if such Company Plan is not in writingthe case of any unwritten Benefit Plans or Benefit Agreements, a written description of the material terms descriptions thereof), including any amendments thereto, (bii) the two most recent annual reports on Form 5500 required to be filed, or such similar reports, statements, information returns or material correspondence required to be filed with the Department of Labor or delivered to any Governmental Entity, if any, with respect to each Company Plan (if any such report was required)Benefit Plan, (ciii) the most recent summary plan description (if any), and any summary of material modifications, prepared for each material Company Plan for which such summary plan description is requiredBenefit Plan, (div) each trust agreement and group annuity or insurance Contract and other documents relating to the funding or payment of benefits under any Company PlanBenefit Plan or Benefit Agreement, (ev) the most recent audited financial statement determination, qualification or opinion letter or similar document issued by any Governmental Entity for each Benefit Plan intended to qualify for favorable tax treatment and any pending application therefor and a complete and accurate list of all amendments to any such Benefit Plans as to which a favorable determination or qualification letter has not yet been received and (vi) the two most recent actuarial valuations for each Benefit Plan (if any). All Participant data necessary to administer each Benefit Plan and Benefit Agreement is in the possession of the Company or other valuation report prepared the applicable Subsidiary thereof and is in a form that is sufficient for the most recently completed plan year proper administration of the Benefit Plans and Benefit Agreements in accordance with respect thereto their terms and (f) any all applicable Laws and such data is complete and correct in all material and non-routine correspondence with a Governmental Authority regarding any pending audit, investigation, claim or dispute under any Company Planrespects. Each Benefit Plan and Benefit Agreement have been administered by the Company Plan is or its applicable Subsidiary in compliance in all material respects with its terms their terms. The Company, each Subsidiary thereof, each Benefit Plan and the each Benefit Agreement are in compliance in all material respects with all applicable provisions of ERISAany applicable Laws, whether domestic or foreign, and the Code and terms of all other applicable laws, except where such noncompliance would not reasonably be expected collective bargaining agreements. Each Benefit Plan required to have a Company Material Adverse Effect. There are been approved by any non-U.S. Governmental Entity (or permitted to have been approved to obtain any beneficial tax or other status) has been so approved or timely submitted for approval; no pending orsuch approval has been revoked (nor, to the Knowledge of the Company, threatened claims (other than claims for benefits in the ordinary course) with respect to any Company Plans, nor is any Company Plan under (and the Company has received no notice that there is any revocation been threatened) audit or administrative proceeding by and no event has occurred since the IRS, the Department of Labor, or any other Governmental Authority with respect to any Company Plan that, in each case, would reasonably be expected to have a Company 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 qualified under Section 401(a) of the Code (each, a “Company Pension Plan”) have received a favorable determination letter from the IRS or has filed a timely application therefor and, to the Knowledge of the Company, such Company Pension Plan qualifies in all material respects under Section 401(a) of the Code in operation. The Company has made available to Parent a correct and complete copy date of the most recent determination letter received with respect to each Company Pension Plan, as well as a correct and complete copy of each pending approval or application for a determination letter, if any. Except as set forth on Section 3.10(b) of the Company Disclosure Schedule, neither the Company nor any ERISA Affiliate sponsors, maintains or contributes to, nor has any liability with respect to, a multiemployer plan (as defined in Section 3(37) of ERISA) or a plan subject to section 302 or Title IV of ERISA or section 412 of the Code. With respect to each Company Pension Plan set forth on Section 3.10(b) of the Company Disclosure Schedule, (i) no proceeding has been initiated to terminate such plan under Sections 4041 or 4042 of ERISA; (ii) there has been no “reportable event” (as such term is defined in Section 4043(b) of ERISA) for which a reporting waiver does not apply that would reasonably be expected to have a Company Material Adverse Effect; (iii) no such plan has been required to file information pursuant to Section 4010 of ERISA for the current or most recently completed year; (iv) each required installment or any other payment required under Section 412 of the Code or Section 303 of ERISA has been made before the applicable due date except as would not reasonably be expected to have a Company Material Adverse Effect; (v) no such plan has applied for or received a waiver of the minimum funding standards or an extension of any amortization period within the meaning of Section 412 of the Code or Sections 302 or 303 of ERISA therefor that is currently in effect; and (vi) there are no funding-based benefit limitations (within the meaning of Section 436 of the Code) currently in effect. Other than as would not reasonably be expected likely to have a Company Material Adverse Effect, the Company and its Subsidiaries have reserved the right and power to terminate, suspend, discontinue and amend all Company Plans that provide for post-termination health, medical or other welfare benefits. Except as set forth on Section 3.10(c) of the Company Disclosure Schedule, the consummation of the Transactions will not, either alone or in combination with another event, except as expressly provided in this Agreement, (i) entitle affect any employee of the Company to severance pay, unemployment compensation or any other payment, or (ii) accelerate the time of payment or vesting, such approval or increase the amount of compensation due any such employee or officer. Except as set forth on Section 3.10(d) of the Company Disclosure Schedule, no amounts payable under the Company Plans will fail to be deductible for federal income tax purposes by virtue of section 280G of the Code. This Section 3.10 constitutes the sole and exclusive representation and warranty of the Company regarding pension and employee benefit liabilities, obligations, or compliance with Lawscosts relating thereto.

Employee Benefits Matters. Section 3.10(a(a) of the The Company Disclosure Schedule sets forth a complete and accurate list, does not directly employ any individuals as of the date of this Agreement, of each material Company Plannor has it ever directly employed any individuals prior to such date. The Company has made available to Parent correct and complete copies of (a) the current plan document for each material Company Plan (or, if such Company Plan is not in writing, a written description operations of the material terms thereof)Company prior to the date of this Agreement have been conducted by employees of Ascent Media Group, (b) the most recent annual reports on Form 5500 required to be filed LLC, with the Department of Labor costs associated with respect to each Company Plan (if any such report was required), (c) the most recent summary plan description for each material Company Plan for which such summary plan description is required, (d) each trust agreement relating to any Company Plan, (e) the most recent audited financial statement and the actuarial or other valuation report prepared for the most recently completed plan year with respect thereto and (f) any material and non-routine correspondence with a Governmental Authority regarding any pending audit, investigation, claim or dispute under any Company Plan. Each Company Plan is in compliance with its terms and the applicable provisions of ERISA, the Code and all other applicable laws, except where such noncompliance would not reasonably be expected to have a Company Material Adverse Effect. There are no pending or, employment allocated to the Knowledge Company. Schedule 3.13(a) sets forth a list of the Companyall bonus, threatened claims (other than claims for benefits in the ordinary course) with respect to any Company Plansdeferred or incentive compensation, nor is any Company Plan under (and the Company has received no notice that there is any threatened) audit profit sharing, retirement, vacation, sick leave, hospitalization or administrative proceeding by the IRSseverance plans, the Department of Labor, or any other Governmental Authority with respect to any Company Plan that, in each case, would reasonably be expected to have a Company Material Adverse Effect. All Company Plans that are “employee pension benefit plans” (as defined in Section 3(3) of ERISA) that are intended and material fringe benefit plans sponsored, maintained or contributed to be tax by Seller or its Affiliates for the benefit of the Company Employees, or in which any Company Employee participates or is entitled to participate or under which any Company Employee has any present or future right to benefits as of the Effective Date (the “Employee Benefit Plans”). Schedule 3.13(a) sets forth the bonus, commission, and/or incentive targets with respect to the 2008 Management Bonus Plan, 2008 Ad Sales Commissions Plan, Subscriber Recruiting Commission Plan and the Conversion Commission Plan together with the bonuses and commissions accrued with respect to such plans as of June 30, 2008, and a true and complete copy of each such plan is attached to Schedule 3.13(a). With respect to each Employee Benefit Plan, Seller or its Affiliates have made available to Buyer a true and correct copy of: (i) the most recent annual report (Form 5500) filed with the Internal Revenue Service (“IRS”); (ii) the documents governing such Employee Benefit Plan; (iii) each trust agreement relating to such Employee Benefit Plan, if any; (iv) the most recent summary plan description for such Employee Benefit Plan, if such a summary plan description is required; (v) the most recent actuarial report as included in the annual Form 5500, if any, relating to such Employee Benefit Plan; and (vi) the most recent determination letter, if any, issued by the IRS with respect to such Employee Benefit Plan qualified under Section 401(a) of the Code (each, a “Company Pension Plan”) have received a favorable determination letter from the IRS or has filed a timely application therefor and, to the Knowledge of the Company, such Company Pension Plan qualifies in all material respects under Section 401(a) of the Code in operation. The Company has made available to Parent a correct and complete copy of the most recent determination letter received with respect to each Company Pension Plan, as well as a correct and complete copy of each pending application for a determination letter, if any. Except as set forth on Section 3.10(b) of the Company Disclosure Schedule, neither the Company nor any ERISA Affiliate sponsors, maintains or contributes to, nor has any liability with respect to, a multiemployer plan (as defined in Section 3(37) of ERISA) or a plan subject to section 302 or Title IV of ERISA or section 412 of the Code. With respect to each Company Pension Plan set forth on Section 3.10(b) of the Company Disclosure Schedule, (i) no proceeding has been initiated to terminate such plan under Sections 4041 or 4042 of ERISA; (ii) there has been no “reportable event” (as such term is defined in Section 4043(b) of ERISA) for which a reporting waiver does not apply that would reasonably be expected to have a Company Material Adverse Effect; (iii) no such plan has been required to file information pursuant to Section 4010 of ERISA for the current or most recently completed year; (iv) each required installment or any other payment required under Section 412 of the Code or Section 303 of ERISA has been made before the applicable due date except as would not reasonably be expected to have a Company Material Adverse Effect; (v) no such plan has applied for or received a waiver of the minimum funding standards or an extension of any amortization period within the meaning of Section 412 of the Code or Sections 302 or 303 of ERISA that is currently in effect; and (vi) there are no funding-based benefit limitations (within the meaning of Section 436 of the Code) currently in effect. Other than as would not reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries have reserved the right and power to terminate, suspend, discontinue and amend all Company Plans that provide for post-termination health, medical or other welfare benefits. Except as set forth on Section 3.10(c) of the Company Disclosure Schedule, the consummation of the Transactions will not, either alone or in combination with another event, except as expressly provided in this Agreement, (i) entitle any employee of the Company to severance pay, unemployment compensation or any other payment, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee or officer. Except as set forth on Section 3.10(d) of the Company Disclosure Schedule, no amounts payable under the Company Plans will fail to be deductible for federal income tax purposes by virtue of section 280G of the Code. This Section 3.10 constitutes the sole and exclusive representation and warranty of the Company regarding pension and employee benefit liabilities, obligations, or compliance with Laws.

Employee Benefits Matters. Section 3.10(a) of the Company Disclosure Schedule sets forth a complete and accurate list, as of the date of this Agreement, of each material Company Plan. The Company has made available to Parent correct and complete copies of (a) the current plan document for each material Company Plan (or, if such Company Plan is not in writing, a written description of the material terms thereof), (b) the most recent annual reports on Form 5500 required to be filed with the Department of Labor with respect to each Company Plan (if any such report was required), (c) the most recent summary plan description for each material Company Plan for which such summary plan description is required, (d) each trust agreement relating to any Company Plan, (e) the most recent audited financial statement and the actuarial or other valuation report prepared for the most recently completed plan year with respect thereto and (f) any material and non-routine correspondence with a Governmental Authority regarding any pending audit, investigation, claim or dispute under any Company Plan. Each Company Plan is in compliance with its terms and the applicable provisions of ERISA, the Code and all other applicable laws, except where such noncompliance would not reasonably be expected to have a Company Material Adverse Effect. There are no pending or, to the Knowledge of the Company, threatened claims (other than claims for benefits in the ordinary course) with With respect to any Company Plans, nor is any Company Plan under (and the Company has received no notice that there is any threatened) audit or administrative proceeding by the IRS, the Department of Labor, or any other Governmental Authority with respect to any Company Plan that, in each case, would reasonably be expected to have a Company Material Adverse Effect. All Company Plans that are “employee pension plansbenefit plan” (as defined in Section 3(3) of ERISA) that are intended to be tax qualified under Section 401(a) ERISA maintained by Parent or any Parent Subsidiary in which any director, officer or employee of the Code Company or any Company Subsidiary (each, a the “Company Pension PlanEmployees”) have received will participate effective as of or after the Effective Time (collectively, “New Plans”), subject to applicable Law and applicable Tax qualification requirements, Parent shall, or shall cause the Surviving Corporation to, recognize all service of the Company Employees with the Company or a favorable determination letter from the IRS or has filed a timely application therefor and, Company Subsidiary to the Knowledge extent recognized under each Company Benefit Plan as of the date of this Agreement that is reflected in the books and records of the Company, as the case may be, for vesting, eligibility and level of benefits purposes (but not for accrual purposes, except for vacation and severance, if applicable, and not for purposes of any defined benefit or retiree medical plan) in any New Plan in which such Company Pension Employees are eligible to participate after the Effective Time, in each case except to the extent that recognizing such service would result in a duplication of benefits. To the extent any Company Employee in the United States participates in a New Plan qualifies in all material respects that is a welfare plan or arrangement of Parent or any Parent Subsidiary following the Closing Date (a “Parent Welfare Plan”), Parent and any Parent Subsidiary shall, to the extent permitted by applicable Law and any insurer or service provider under Section 401(a) of the Code in operation. The Company has made available to applicable Parent a correct and complete copy of the most recent determination letter received with respect to each Company Pension Welfare Plan, as well as a correct and complete copy of each pending application for a determination letter, if any. Except as set forth on Section 3.10(buse commercially reasonable efforts (including adopting any required plan amendments) of the Company Disclosure Schedule, neither the Company nor any ERISA Affiliate sponsors, maintains or contributes to, nor has any liability with respect to, a multiemployer plan (as defined in Section 3(37) of ERISA) or a plan subject to section 302 or Title IV of ERISA or section 412 of the Code. With respect to each Company Pension Plan set forth on Section 3.10(b) of the Company Disclosure Schedule, cause all (i) no proceeding has been initiated pre-existing condition limitations that otherwise would be applicable to terminate such plan Company Employee and his or her covered dependents to be waived to the extent satisfied under Sections 4041 or 4042 a Company Benefit Plan comparable to such Parent Welfare Plan immediately prior to the Closing Date or, if later, immediately prior to such Company Employee’s commencement of ERISAparticipation in such Parent Welfare Plan; (ii) there has been no “reportable event” (as such term is defined in Section 4043(b) of ERISA) for which a reporting waiver does not apply participation waiting periods under each Parent Welfare Plan that would reasonably otherwise be expected applicable to have a such Company Material Adverse EffectEmployee to be waived to the same extent waived or satisfied under the Company Benefit Plan comparable to such Parent Welfare Plan immediately prior to the Closing Date or, if later, immediately prior to such Company Employee’s commencement of participation in such Parent Welfare Plan; and (iii) no co-payments and deductibles paid by Company Employees in the plan year in which the Effective Time occurs to be credited for purposes of satisfying any applicable deductible or out of pocket requirement under any such plan has been required Parent Welfare Plan, but only to file information pursuant to Section 4010 the extent that the Company provides documentation of ERISA for the current or most recently completed year; (iv) each required installment such co-payments and deductibles reasonably requested by Parent or any other payment required under Section 412 Parent Subsidiary within 20 days of the Code or Section 303 of ERISA has been made before the applicable due date except as would not reasonably be expected to have a Company Material Adverse Effect; (v) no such plan has applied for or received a waiver of the minimum funding standards or an extension of any amortization period within the meaning of Section 412 of the Code or Sections 302 or 303 of ERISA that is currently in effect; and (vi) there are no funding-based benefit limitations (within the meaning of Section 436 of the Code) currently in effect. Other than as would not reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries have reserved the right and power to terminate, suspend, discontinue and amend all Company Plans that provide for post-termination health, medical or other welfare benefits. Except as set forth on Section 3.10(c) of the Company Disclosure Schedule, the consummation of the Transactions will not, either alone or in combination with another event, except as expressly provided in this Agreement, (i) entitle any employee of the Company to severance pay, unemployment compensation or any other payment, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee or officer. Except as set forth on Section 3.10(d) of the Company Disclosure Schedule, no amounts payable under the Company Plans will fail to be deductible for federal income tax purposes by virtue of section 280G of the Code. This Section 3.10 constitutes the sole and exclusive representation and warranty of the Company regarding pension and employee benefit liabilities, obligations, or compliance with Lawsrequest.

Employee Benefits Matters. Section 3.10(a) of the Company Disclosure Schedule sets forth a complete and accurate list, as of the date of this Agreement, of each material Company Plan. The Company has made available to Parent correct and complete copies of (a) the current plan document for each material Company Plan (or, if such Company Plan is not in writing, a written description of the material terms thereof), (b) the most recent annual reports on Form 5500 required to be filed with the Department of Labor with respect to each Company Plan (if any such report was required), (c) the most recent summary plan description for each material Company Plan for which such summary plan description is required, (d) each trust agreement relating to any Company Plan, (e) the most recent audited financial statement and the actuarial or other valuation report prepared for the most recently completed plan year with respect thereto and (f) any material and non-routine correspondence with a Governmental Authority regarding any pending audit, investigation, claim or dispute under any Company Plan. Each Company Plan is in compliance with its terms and the applicable provisions of ERISA, the Code and all other applicable laws, except where such noncompliance would not reasonably be expected to have a Company Material Adverse Effect. 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, nor is any Company Plan under (and the Company has received no notice that there is any threatened) audit or administrative proceeding by the IRS, the Department of Labor, or any other Governmental Authority with respect to any Company Plan that, in each case, would reasonably be expected to have a Company 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 qualified under Section 401(a) of the Code (each, a “Company Pension Plan”) have received a favorable determination letter from the IRS or has filed a timely application therefor and, to the Knowledge of the Company, such Company Pension Plan qualifies in all material respects under Section 401(a) of the Code in operation. The Company has made available to Parent a correct and complete copy of the most recent determination letter received with respect to each Company Pension Plan, as well as a correct and complete copy of each pending application for a determination letter, if any. Except as set forth on Section 3.10(b) of the Company Disclosure Schedule, neither the Company nor any ERISA Affiliate sponsors, maintains or contributes to, nor has any liability with respect to, a multiemployer plan (as defined in Section 3(37) of ERISA) or a plan subject to section 302 or Title IV of ERISA or section 412 of the Code. With respect to each Company Pension Plan set forth on Section 3.10(b) of the Company Disclosure Schedule, (i) no proceeding has been initiated to terminate such plan under Sections 4041 or 4042 of ERISA; (ii) there has been no “reportable event” (as such term is defined in Section 4043(b) of ERISA) for which a reporting waiver does not apply that would reasonably be expected to have a Company Material Adverse Effect; (iii) no such plan has been required to file information pursuant to Section 4010 of ERISA for the current or most recently completed year; (iv) each required installment or any other payment required under Section 412 of the Code or Section 303 of ERISA has been made before the applicable due date except as would not reasonably be expected to have a Company Material Adverse Effect; (v) no such plan has applied for or received a waiver of the minimum funding standards or an extension of any amortization period within the meaning of Section 412 of the Code or Sections 302 or 303 of ERISA that is currently in effect; and (vi) there are no funding-based benefit limitations (within the meaning of Section 436 of the Code) currently in effect. Other than as would not reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries have reserved the right and power to terminate, suspend, discontinue and amend all Company Plans that provide for post-termination health, medical or other welfare benefits. Except as set forth on Section 3.10(c) of the Company Disclosure Schedule, the consummation of the Transactions will not, either alone or in combination with another event, except as expressly provided in this Agreement, (i) entitle any employee of the Company to severance pay, unemployment compensation or any other payment, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee or officer. Except as set forth on Section 3.10(d) of the Company Disclosure Schedule, no amounts payable under the Company Plans will fail to be deductible for federal income tax purposes by virtue of section 280G of the Code. This Section 3.10 constitutes the sole and exclusive representation and warranty of the Company regarding pension and employee benefit liabilities, obligations, or compliance with Laws.Company

Employee Benefits Matters. (a) Section 3.10(a3.12(a)(i) of the Company Disclosure Schedule sets forth contains a complete and accurate list, as correct list of all Benefit Plans and all Benefit Agreements. Section 3.12(a)(ii) of the date Company Disclosure Schedule contains a complete and correct list of this Agreement(i) all Benefit Agreements between any Seller Entity, of each material Company Planon the one hand, and any Participant, on the other hand, and (ii) all Benefit Plans sponsored, maintained or otherwise contributed to by any Seller Entity (such plans and agreements, collectively, the “Seller Benefit Arrangements”). The Company has made available to Parent Buyer complete and correct and complete copies of each Benefit Plan and each Benefit Agreement, including any amendments thereto, and, with respect to each material Benefit Plan and Benefit Agreement, (ai) the current plan document for each material Company Plan (or, if such Company Plan is not in writing, a written description of the material terms thereof), (b) the two most recent annual reports on IRS Form 5500 (with accompanying schedules and attachments) required to be filed, if any, or such similar reports, statements, information returns or material correspondence required to be filed with the Department of Labor or delivered to any Governmental Authority, if any, with respect to each Company Plan (if any such report was required)Benefit Plan, (cii) the most recent summary plan description (if any), and any summary of material modifications, prepared for each material Company Plan for which such summary plan description is requiredBenefit Plan, (diii) each trust agreement and group annuity or insurance Contract relating to the funding or payment of benefits under any Company Benefit Plan, (eiv) the most recent audited financial statement and the actuarial IRS determination or qualification letter or similar document issued by any Governmental Authority for each Benefit Plan intended to qualify for favorable Tax treatment or other valuation report prepared for the most recently completed plan year with respect thereto status, any pending application therefor and a complete and accurate list of all amendments to any such Benefit Plan as to which a favorable determination or qualification letter has not yet been received and (fv) any material and non-routine correspondence with a Governmental Authority regarding any pending audit, investigation, claim or dispute under any Company Planthe two most recent actuarial valuations for each Benefit Plan (if any). Each Company Benefit Plan is and Benefit Agreement has in all material respects been administered in compliance with its terms terms. The Company and the its Subsidiaries and each Benefit Plan and Benefit Agreement are in compliance in all material respects with all applicable provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Code and all other applicable lawsLaws and the terms of all collective bargaining agreements. Each Benefit Plan intended to be Tax-qualified under the Code has been the subject of a favorable determination or opinion letter from the Internal Revenue Service (the “IRS”), except where to the effect that such noncompliance would not reasonably be expected to have a Company Material Adverse Effect. There are Benefit Plan is qualified and exempt from United States Federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code; no pending orsuch determination letter has been revoked (nor, to the Knowledge of the Company, threatened claims (other than claims for benefits in the ordinary course) with respect to any Company Plans, nor is any Company Plan under (and the Company has received no notice that there is any revocation been threatened) audit or administrative proceeding by nor has any event occurred since the IRS, the Department of Labor, or any other Governmental Authority with respect to any Company Plan that, in each case, would reasonably be expected to have a Company 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 qualified under Section 401(a) of the Code (each, a “Company Pension Plan”) have received a favorable determination letter from the IRS or has filed a timely application therefor and, to the Knowledge of the Company, such Company Pension Plan qualifies in all material respects under Section 401(a) of the Code in operation. The Company has made available to Parent a correct and complete copy date of the most recent determination letter received with respect or application therefor relating to each Company Pension Plan, as well as a correct and complete copy of each pending application for a determination letter, if any. Except as set forth on Section 3.10(b) of the Company Disclosure Schedule, neither the Company nor any ERISA Affiliate sponsors, maintains or contributes to, nor has any liability with respect to, a multiemployer plan (as defined in Section 3(37) of ERISA) or a plan subject to section 302 or Title IV of ERISA or section 412 of the Code. With respect to each Company Pension such Benefit Plan set forth on Section 3.10(b) of the Company Disclosure Schedule, (i) no proceeding has been initiated to terminate such plan under Sections 4041 or 4042 of ERISA; (ii) there has been no “reportable event” (as such term is defined in Section 4043(b) of ERISA) for which a reporting waiver does not apply that would reasonably be expected to have a Company Material Adverse Effect; (iii) no adversely affect the qualification of such plan has been required to file information pursuant to Section 4010 of ERISA for the current or most recently completed year; (iv) each required installment or any other payment required under Section 412 of the Code or Section 303 of ERISA has been made before the applicable due date except as would not reasonably be expected to have a Company Material Adverse Effect; (v) no such plan has applied for or received a waiver of the minimum funding standards or an extension of any amortization period within the meaning of Section 412 of the Code or Sections 302 or 303 of ERISA that is currently in effect; and (vi) there are no funding-based benefit limitations (within the meaning of Section 436 of the Code) currently in effect. Other than as would not reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries have reserved the right and power to terminate, suspend, discontinue and amend all Company Plans that provide for post-termination health, medical or other welfare benefits. Except as set forth on Section 3.10(c) of the Company Disclosure Schedule, the consummation of the Transactions will not, either alone or in combination with another event, except as expressly provided in this Agreement, (i) entitle any employee of the Company to severance pay, unemployment compensation or any other payment, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee or officer. Except as set forth on Section 3.10(d) of the Company Disclosure Schedule, no amounts payable under the Company Plans will fail to be deductible for federal income tax purposes by virtue of section 280G of the Code. This Section 3.10 constitutes the sole and exclusive representation and warranty of the Company regarding pension and employee benefit liabilities, obligations, or compliance with LawsBenefit Plan.