Common use of ERISA; Benefit Plans Clause in Contracts

ERISA; Benefit Plans. Schedule 3.22 (i) lists (A) each ERISA Pension Benefit Plan (1) the funding requirements of which (under Section 302 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ended on the date hereof were, in whole or in part, the responsibility of the Company or (2) respecting which the Company is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan this clause (A) describes being a "Company ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which an ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan this clause (B) describes being an "ERISA Affiliate Pension Plan") and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Company (each plan this clause (C) describes and each Company ERISA Pension Plan being a "Company ERISA Benefit Plan"), (ii) states the termination date of each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company has provided Buyer with true, complete and correct copies of (i) the Company ERISA Benefit Plan and ERISA Affiliate Pension Plan, (ii) each trust agreement related thereto and (iii) all amendments to those plans and trust agreements. Except as Schedule 3.22 sets forth, (i) the Company is not, and at no time during the six-year period ended on the date hereof was, a member of any ERISA Group that currently includes, or included when the Company was a member, among its members any Person other than the Company and (ii) no Person is an ERISA Affiliate of the Company.

ERISA; Benefit Plans. Schedule 3.22 4.26(d) (i) lists (A) each ERISA Pension Benefit Plan (1) the funding requirements of which (under Section 302 301 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ended ending on the date hereof (the "Period") were, in whole or in part, directly or indirectly, the responsibility of the Company or any Company Subsidiary or (2) respecting which the Company or any Company Subsidiary is, or at any time during that period the Period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) describes being a "Company ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which an ERISA Affiliate is, or at any time during that period the Period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) describes being an "ERISA Affiliate Pension Plan") and (C) each other ERISA Employee Benefit Plan (other than a Welfare Plan or a plan described in (A) or (B) above) that is being, or at any time during that period the Period was, sponsored, maintained or contributed to by the Company or any Company Subsidiary (each plan described in this clause (C) describes and each Company ERISA Pension Plan being a "Company ERISA Benefit Plan"), (ii) states the termination date of each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated during the Period and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company has provided Buyer RW with (i) true, complete and correct copies of (iA) the each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan, (iiB) each trust agreement related thereto and (iiiC) all amendments to those plans each Company ERISA Benefit Plan and trust agreementsagreement. Except as set forth in Schedule 3.22 sets forth4.26(d), (i) neither the Company is notnor any Company Subsidiary is, and or at no any time during the six-year period ended on the date hereof Period was, a member of any ERISA Group that currently includes, or included when the Company or a Company Subsidiary was a member, among its members any Person other than the Company and the Company Subsidiaries and (ii) no Person is an ERISA Affiliate (other than the Company or any Company Subsidiary in the case of any other Company Subsidiary or any Company Subsidiary in the case of the Company, if the Company and the Company Subsidiaries comprise an ERISA Group).

ERISA; Benefit Plans. Schedule 3.22 4.17 (i) lists (A) each ERISA Pension Benefit Plan (1) the funding requirements of which (under Section 302 301 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ended on the date hereof were, in whole or in part, the responsibility of RCC (or, as of the Company Reorganization Date and the Closing, the Company) or (2) respecting which the Company RCC is, or at any time during that period was, (or, as of the Reorganization Date and the Closing, the Company will be ) a "“contributing sponsor" ” or an "“employer" ” as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan this clause (A) describes being a "“Company ERISA Pension Plan"”), (B) each other ERISA Pension Benefit Plan respecting which an ERISA Affiliate is, or at any time during that period was, such a "“contributing sponsor" ” or "“employer" ” (each plan this clause (B) describes being an "“ERISA Affiliate Pension Plan"”) and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by RCC (or, as of the Company Reorganization Date and the Closing, the Company) (each plan this clause (C) describes and each the Company ERISA Pension Plan being a "“Company ERISA Benefit Plan"”), (ii) states the termination date of each the Company ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company has provided Buyer with true, complete and correct copies of (iSchedule 4.17(b) the Company discloses any benefit plan that would be considered an ERISA Pension Benefit Plan and ERISA Affiliate Pension Plan, (ii) each trust agreement related thereto and (iii) all amendments if it covered U.S. employees. The Plans covering Canadian employees are referred to those plans and trust agreements. Except as Schedule 3.22 sets forth, (i) the Company is not, and at no time during the six-year period ended on the date hereof was, a member of any ERISA Group that currently includes, or included when the Company was a member, among its members any Person other than the Company and (ii) no Person is an ERISA Affiliate of the Company“Canadian Plans.”

ERISA; Benefit Plans. Schedule 3.22 Section 4.26(d) of the Disclosure Statement accurately (i) lists (A) each ERISA Pension Benefit Plan (1A) the funding requirements of which (under Section 302 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ended ending on the date hereof of this Agreement were, in whole or in part, the responsibility of the Company or (2) any Company Subsidiary, or respecting which the Company or any Company Subsidiary is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) describes being a "Company ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which an ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) describes being an "ERISA Affiliate Pension Plan") ), and (Cc) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Company or any Company Subsidiary (each plan described in this clause (Cc) describes and each Company ERISA Pension Plan being a "Company ERISA Benefit Plan"), (ii) states the termination date of each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated terminated, and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company has provided Buyer OEI with true, complete and correct copies of (i) the each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan, (ii) each trust agreement related thereto thereto, and (iii) all amendments to those all such plans and trust agreements. Except as Schedule 3.22 sets forthaccurately set forth in Section 4.26(d) of the Disclosure Statement, (i) neither the Company is notnor any Company Subsidiary is, and or at no any time during the six-year period ended on the date hereof of this Agreement was, a member of any ERISA Group that currently includes, or included when the Company or a Company Subsidiary was a member, among its members any Person other than the Company and the Company Subsidiaries, and (ii) no Person is an ERISA Affiliate of the Company or any Company Subsidiary (other than the Company or any Company Subsidiary in the case of any other Company Subsidiary or any Company Subsidiary in the case of the Company, if the Company and the Company Subsidiaries comprise an ERISA Group).

ERISA; Benefit Plans. Schedule 3.22 Section 4.26(d) of the Disclosure Statement accurately (i) lists (A) each ERISA Pension Benefit Plan (1A)(1) the funding requirements of which (under Section 302 301 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ended ending on the date hereof were, in whole or in part, the responsibility of the Company or any Company Subsidiary or (2) respecting which the Company or any Company Subsidiary is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) describes being a "Company ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which an ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) describes being an "ERISA Affiliate Pension Plan") and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Company or any Company Subsidiary (each plan described in this clause (C) describes and each Company ERISA Pension Plan being a "Company ERISA Benefit Plan"), (ii) states the termination date of each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company has provided Buyer Apple with (i) true, complete and correct copies of (iA) the each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan, (iiB) each trust agreement related thereto and (iiiC) all amendments to those plans and trust agreements. Except as Schedule 3.22 sets forthaccurately set forth in Section 4.26(d) of the Disclosure Statement, (i) neither the Company is notnor any Company Subsidiary is, and or at no any time during the six-year period ended on the date hereof was, a member of any ERISA Group that currently includes, or included when the Company or a Company Subsidiary was a member, among its members any Person other than the Company and the Company Subsidiaries and (ii) no Person is an ERISA Affiliate of the Company or any Company Subsidiary (other than the Company or any Company Subsidiary in the case of any other Company Subsidiary or any Company Subsidiary in the case of the Company, if the Company and the Company Subsidiaries comprise an ERISA Group).

ERISA; Benefit Plans. Schedule 3.22 2.25 accurately (i) lists (A) each ERISA Pension Benefit Plan (1A)(1) the funding requirements of which (under Section 302 301 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ended ending on the date hereof were, in whole or in part, the responsibility of the Company or any Company Subsidiary or (2) respecting which the Company or any Company Subsidiary is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) describes being a "Company ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which an ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) describes being an "ERISA Affiliate Pension Plan") and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Company or any Company Subsidiary (each plan described in this clause (C) describes and each Company ERISA Pension Plan being a "Company ERISA Benefit Plan"), (ii) states the termination date of each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company has provided Buyer ARS with (i) true, complete and correct copies of (iA) the each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan, (iiB) each trust agreement related thereto and (iiiC) all amendments to those plans and trust agreements. Except as accurately set forth in Schedule 3.22 sets forth2.25, (i) neither the Company is notnor any Company Subsidiary is, and or at no any time during the six-year period ended on the date hereof was, a member of any ERISA Group that currently includes, or included when the Company or a Company Subsidiary was a member, among its members any Person other than the Company and the Company Subsidiaries and (ii) no Person is an ERISA Affiliate of the Company or any Company Subsidiary (other than the Company or any Company Subsidiary in the case of any other Company Subsidiary or any Company Subsidiary in the case of the Company, if the Company and the Company Subsidiaries comprise an ERISA Group).

ERISA; Benefit Plans. Schedule 3.22 Section 4.26(d) of the Disclosure Statement accurately (i) lists (A) each ERISA Pension Benefit Plan (1A)(1) the funding requirements of which (under Section 302 301 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ended ending on the date hereof were, in whole or in part, the responsibility of the Company Owner or (2) respecting which the Company Owner is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) describes being a an "Company Owner ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which an ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) describes being an "ERISA Affiliate Pension Plan") and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Company Owner (each plan described in this clause (C) describes and each Company Owner ERISA Pension Plan being a an "Company Owner ERISA Benefit Plan"), (ii) states the termination date of each Company Owner ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company Owner has provided Buyer Apple with (i) true, complete and correct copies of (iA) the Company each Owner ERISA Benefit Plan and ERISA Affiliate Pension Plan, (iiB) each trust agreement related thereto and (iiiC) all amendments to those plans and trust agreements. Except as Schedule 3.22 sets forthaccurately set forth in Section 4.26(d) of the Disclosure Statement, (i) the Company Owner is not, and nor at no any time during the six-year period ended on the date hereof was, a member of any ERISA Group that currently includes, or included when the Company was a member, among its members any Person other than the Company and (ii) no Person is an ERISA Affiliate of the CompanyOwner.

ERISA; Benefit Plans. Schedule 3.22 3.24 (i) lists (A) each ERISA Pension Benefit Plan (1) the funding requirements of which (under Section 302 301 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ended ending on the date hereof were, in whole or in part, the responsibility of the Company OSI or (2) respecting which the Company OSI is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) describes being a "Company ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which an ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) describes being an "ERISA Affiliate Pension Plan") and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Company OSI (each plan described in this clause (C) describes and each Company ERISA Pension Plan being a "Company ERISA Benefit Plan"), (ii) states the termination date of each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company OSI has provided Buyer T-NDE with (i) true, complete and correct copies of (iA) the each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan, (iiB) each trust agreement related thereto and (iiiC) all amendments to those plans and trust agreements. Except as set forth in Schedule 3.22 sets forth3.24, (i) the Company OSI is not, and nor at no any time during the six-year period ended on the date hereof was, a member of any ERISA Group that currently includes, or included when the Company OSI was a member, among its members any Person other than the Company OSI and (ii) no Person is an ERISA Affiliate of the CompanyOSI.

ERISA; Benefit Plans. Schedule 3.22 Section 4.26(d) of the Disclosure Statement accurately (i) lists (A) each ERISA Pension Benefit Plan (1A) the funding requirements of which (under Section 302 301 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ended ending on the date hereof of this Agreement were, in whole or in part, the responsibility of the Company or (2) any Company Subsidiary, or respecting which the Company or any Company Subsidiary is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) describes being a "Company ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which an a Company ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) describes being an "ERISA Affiliate Pension Plan") ), and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Company or any Company Subsidiary (each plan described in this clause (C) describes and each Company ERISA Pension Plan being a "Company ERISA Benefit Plan"), (ii) states the termination date of each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated terminated, and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company has provided Buyer WORK with true, complete and correct copies of (i) the each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan, (ii) each trust agreement related thereto thereto, and (iii) all amendments to those all such plans and trust agreements. Except as Schedule 3.22 sets forthaccurately set forth in Section 4.26(d) of the Disclosure Statement, (i) neither the Company is notnor any Company Subsidiary is, and or at no any time during the six-year period ended on the date hereof of this Agreement was, a member of any ERISA Group that currently includes, or included when the Company or a Company Subsidiary was a member, among its members any Person other than the Company and the Company Subsidiaries, and (ii) no Person is an ERISA Affiliate of the Company or any Company Subsidiary (other than the Company or any Company Subsidiary in the case of any other Company Subsidiary or any Company Subsidiary in the case of the Company, if the Company and the Company Subsidiaries comprise an ERISA Group).

ERISA; Benefit Plans. Schedule 3.22 Section 4.26(d) of the Disclosure Statement accurately (i) lists (A) each ERISA Pension Benefit Plan (1A)(1) the funding requirements of which (under Section 302 301 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ended ending on the date hereof were, in whole or in part, the responsibility of the Company or any Company Subsidiary or (2) respecting which the Company or any Company Subsidiary is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) describes being a "Company ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which an ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) describes being an "ERISA Affiliate Pension Plan") and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Company or any Company Subsidiary (each plan described in this clause (C) describes and each Company ERISA Pension Plan being a "Company ERISA Benefit Plan"), (ii) states the termination date of each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company has provided Buyer ARS with (i) true, complete and correct copies of (iA) the each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan, (iiB) each trust agreement related thereto and (iiiC) all amendments to those plans and trust agreements. Except as Schedule 3.22 sets forthaccurately set forth in Section 4.26(d) of the Disclosure Statement, (i) neither the Company is notnor any Company Subsidiary is, and or at no any time during the six-year period ended on the date hereof was, a member of any ERISA Group that currently includes, or included when the Company or a Company Subsidiary was a member, among its members any Person other than the Company and the Company Subsidiaries and (ii) no Person is an ERISA Affiliate of the Company or any Company Subsidiary (other than the Company or any Company Subsidiary in the case of any other Company Subsidiary or any Company Subsidiary in the case of the Company, if the Company and the Company Subsidiaries comprise an ERISA Group).

ERISA; Benefit Plans. Schedule 3.22 SECTION 2.27 OF THE DISCLOSURE STATEMENT (i) lists (A) each ERISA Pension Benefit Plan (1A)(1) the funding requirements of which (under Section 302 301 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ended ending on the date hereof were, in whole or in part, the responsibility of the Company or any Company Subsidiary or (2) respecting which the Company or any Company Subsidiary is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) describes being a "Company ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which an ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) describes being an "ERISA Affiliate Pension Plan") and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Company or any Company Subsidiary (each plan described in this clause (C) describes and each Company ERISA Pension Plan being a "Company ERISA Benefit Plan"), (ii) states the termination date of each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company has provided Buyer Invatec with (i) true, complete and correct copies of (iA) the each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan, (iiB) each trust agreement related thereto and (iiiC) all amendments to those plans and trust agreements. Except as Schedule 3.22 sets forthset forth in SECTION 2.27 OF THE DISCLOSURE STATEMENT, (i) neither the Company is notnor any Company Subsidiary is, and or at no any time during the six-year period ended on the date hereof was, a member of any ERISA Group that currently includes, or included when the Company or a Company Subsidiary was a member, among its members any Person other than the Company and the Company Subsidiaries and (ii) no Person is an ERISA Affiliate of the Company or any Company Subsidiary (other than the Company or any Company Subsidiary in the case of any other Company Subsidiary or any Company Subsidiary in the case of the Company, if the Company and the Company Subsidiaries comprise an ERISA Group).

ERISA; Benefit Plans. Schedule 3.22 Section 4.26(d) of the Disclosure Statement accurately (i) lists (A) each ERISA Pension Benefit Plan (1A) the funding requirements of which (under Section 302 301 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ended ending on the date hereof of this Agreement were, in whole or in part, the responsibility of the Company or (2) any Company Subsidiary, or respecting which the Company or any Company Subsidiary is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) describes being a "Company ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which an ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) describes being an "ERISA Affiliate Pension Plan") ), and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Company or any Company Subsidiary (each plan described in this clause (C) describes and each Company ERISA Pension Plan being a "Company ERISA Benefit Plan"), (ii) states the termination date of each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated terminated, and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company has provided Buyer TMI with true, complete and correct copies of (i) the each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan, (ii) each trust agreement related thereto thereto, and (iii) all amendments to those plans and trust agreements. Except as Schedule 3.22 sets forthaccurately set forth in Section 4.26(d) of the Disclosure Statement, (i) neither the Company is notnor any Company Subsidiary is, and or at no any time during the six-year period ended on the date hereof of this Agreement was, a member of any ERISA Group that currently includes, or included when the Company or a Company Subsidiary was a member, among its members any Person other than the Company and the Company Subsidiaries, and (ii) no Person is an ERISA Affiliate of the Company or any Company Subsidiary (other than the Company or any Company Subsidiary in the case of any other Company Subsidiary or any Company Subsidiary in the case of the Company, if the Company and the Company Subsidiaries comprise an ERISA Group).

ERISA; Benefit Plans. Schedule 3.22 Section 4.26(d) of the Disclosure Statement accurately (i) lists (A) each ERISA Pension Benefit Plan (1A)(1) the funding requirements of which (under Section 302 301 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ended ending on the date hereof were, in whole or in part, the responsibility of the Company Seller or any Seller Subsidiary or (2) respecting which the Company Seller or any Seller Subsidiary is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) describes being a "Company Seller ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which an ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) describes being an "ERISA Affiliate Pension Plan") and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Company Seller or any Seller Subsidiary (each plan described in this clause (C) describes and each Company Seller ERISA Pension Plan being a "Company Seller ERISA Benefit Plan"), (ii) states the termination date of each Company Seller ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company Seller has provided Buyer Apple with (i) true, complete and correct copies of (iA) the Company each Seller ERISA Benefit Plan and ERISA Affiliate Pension Plan, (iiB) each trust agreement related thereto and (iiiC) all amendments to those plans and trust agreements. Except as Schedule 3.22 sets forthaccurately set forth in Section 4.26(d) of the Disclosure Statement, (i) neither the Company is notSeller nor any Seller Subsidiary is, and or at no any time during the six-year period ended on the date hereof was, a member of any ERISA Group that currently includes, or included when the Company Seller or a Seller Subsidiary was a member, among its members any Person other than the Company Seller and the Seller Subsidiaries and (ii) no Person is an ERISA Affiliate of the CompanySeller or any Seller Subsidiary (other than the Seller or any Seller Subsidiary in the case of any other Seller Subsidiary or any Seller Subsidiary in the case of the Seller, if the Seller and the Seller Subsidiaries comprise an ERISA Group).

ERISA; Benefit Plans. Schedule 3.22 SCHEDULE 4.25(d) accurately (i) lists (A) each ERISA Pension Benefit Plan (1A) the funding requirements of which (under Section 302 301 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ended ending on the date hereof of this Agreement were, in whole or in part, the responsibility of the Company Company, or (2) respecting which the Company is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) describes being a "Company COMPANY ERISA Pension PlanPENSION PLAN"), (B) each other ERISA Pension Benefit Plan respecting which an ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) describes being an "ERISA Affiliate Pension PlanAFFILIATE PENSION PLAN") ), and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Company (each plan described in this clause (C) describes and each Company ERISA Pension Plan being a "Company COMPANY ERISA Benefit PlanBENEFIT PLAN"), (ii) states the termination date of each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated terminated, and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company has provided Buyer Purchaser with true, complete and correct copies of (i) the each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan, (ii) each trust agreement related thereto thereto, and (iii) all amendments to those all such plans and trust agreements. Except as Schedule 3.22 sets forthaccurately set forth in SCHEDULE 4.25(d), (i) the Company is not, and nor at no any time during the six-year period ended on the date hereof wasof this Agreement was not, a member of any ERISA Group that currently includes, or included when the Company was a member, among its members any Person other than the Company Company, and (ii) no Person is an ERISA Affiliate of the Company.