Common use of ERISA Representations Clause in Contracts

ERISA Representations. (a) Schedule 3.14(a) lists (i) each material "employee benefit plan," as such term is defined in Section 3(3) of ERISA (an "Employee Plan"), which is maintained, administered or contributed to by the Sellers which covers employees of the Businesses or in which such employees participate other than any plan exempt from ERISA pursuant to Section 4(b)(4) of ERISA and (ii) each material employment, severance or other similar contract and material policy, plan or arrangement providing for insurance coverage (including any self-insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits which (1) is not an Employee Plan, (2) is entered into, maintained or contributed to, as the case may be, by the Sellers or any of its subsidiaries to cover employees or former employees of the Sellers or any of its subsidiaries, (3) is not entered into, maintained or contributed to primarily for the benefit of persons substantially all of whom are nonresident aliens of the United States and (4) is not an International Plan. Such contracts, policies, plans and arrangements described in clause (B) above are hereinafter referred to collectively as the "Benefit Arrangements." (b) No Employee Plan maintained, administered or contributed to by the Sellers or any ERISA Affiliate is a Multiemployer Plan or is subject to Title IV of ERISA or Section 412 of the Code. Neither the Sellers nor any of the Sellers' ERISA Affiliates has incurred any liability under Title IV of ERISA arising in connection with the termination of any plan covered or previously covered by Title IV of ERISA, or has maintained a plan subject to Section 412 of ERISA, for which any liability remains outstanding. (c) Each Employee Plan in which employees of the Businesses participate and which is intended to be qualified under Section 401(a) of the Code, is so qualified or, if such Employee Plan fails to be so qualified, can become qualified on a retroactive basis, or the Sellers will notify Purchaser of such failure prior to the rollover of any participant's accounts from such plan to any plan of the Purchaser. (d) The Acquired Assets are not now nor will they after the passage of time be subject to any Lien imposed under Section 412(n) of the Code by reason of the failure of either Seller or their ERISA Affiliates to make timely installments or other payments required by Section 412 of the Code with respect to any plan maintained by either Seller or their ERISA Affiliates prior to the Closing. (e) With respect to the employees of the Sellers or any of the Sellers' Subsidiaries the principal work location of which is located in the United States who are residents or citizens of the United States, there are no employee post-retirement medical or health plans in effect, except as required by COBRA.

ERISA Representations. Pennzoil hereby represents and warrants to FRP that: (a) Schedule 3.14(aSCHEDULE 9.2(a) lists (i) each material "employee benefit plan," EMPLOYEE BENEFIT PLAN", as such term is defined in Section 3(3) of ERISA (an "Employee Plan")ERISA, which (i) is subject to any provision of ERISA, (ii) is maintained, administered administered, contributed or has been contributed to by Pennzoil or any of its Affiliates (as defined below) and (iii) covers any employee of the Sellers which covers Business (hereinafter referred to collectively as the "EMPLOYEE PLANS"). With respect to each Employee Plan, Pennzoil has provided a true and complete copy of such plan document, the most recently filed Form 5500 and an accurate summary description of such plan. Pennzoil has provided FRP with, or has caused to be provided to FRP, complete actuarial data (including age, salary, service and related data) as of the most recent practicable date for employees of the Businesses or in which such employees participate other than any plan exempt from ERISA pursuant to Section 4(b)(4Business. (b) SCHEDULE 9.2(b) includes a list of ERISA and (ii) each material employment, severance or other similar contract contract, arrangement, practice or policy (written or oral) and material policy, each plan or arrangement (written or oral) providing for group health or other insurance coverage (including any self-insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, retirement benefits, benefits or for deferred compensation, profit-sharing, bonuses, stock options, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits which (1i) is not an Employee Plan, (2ii) is entered into, maintained or contributed to, as the case may be, by the Sellers Pennzoil or any of its subsidiaries to cover employees or former employees Affiliates and (iii) covers any employee of the Sellers or any of its subsidiaries, (3) is not entered into, maintained or contributed to primarily for the benefit of persons substantially all of whom are nonresident aliens of the United States and (4) is not an International PlanBusiness. Such contracts, policies, plans and arrangements as are described in clause (B) above above, copies or descriptions of all of which have been made available or furnished previously to FRP are hereinafter referred to collectively as the "Benefit ArrangementsBENEFIT ARRANGEMENTS." (bc) No Except as disclosed in writing to FRP prior to the date hereof, there has been no amendment to, written interpretation of or announcement (whether written or not written) by Pennzoil or any of its Affiliates relating to, or change in employee participation, benefits or coverage under, any Employee Plan maintainedor Benefit Arrangement which, administered or contributed to by on a monthly per employee basis, would increase the Sellers or any ERISA Affiliate is a Multiemployer Plan or is subject to Title IV expense of ERISA or Section 412 of the Code. Neither the Sellers nor any of the Sellers' ERISA Affiliates has incurred any liability under Title IV of ERISA arising in connection with the termination of any plan covered or previously covered by Title IV of ERISA, or has maintained a plan subject to Section 412 of ERISA, for which any liability remains outstanding. (c) Each Employee Plan in which employees of the Businesses participate and which is intended to be qualified under Section 401(a) of the Code, is so qualified or, if maintaining such Employee Plan fails to be so qualifiedor Benefit Arrangement above the level of the expense incurred, can become qualified on a retroactive monthly per employee basis, or in respect thereof for the Sellers will notify Purchaser of such failure most recent prior to the rollover of any participant's accounts from such plan to any plan of the Purchaserfiscal year. (d) The Acquired Purchased Assets are not now nor will they after the passage of time be subject to any Lien imposed under Code Section 412(n) of the Code by reason of the failure of either Seller Pennzoil or their ERISA its Affiliates to make timely installments or other payments required by Code Section 412 of the Code with respect to any plan maintained by either Seller or their ERISA Affiliates prior to the Closing412. (e) With respect to the employees of the Sellers or any of the Sellers' Subsidiaries the principal work location of which is located in the United States who are residents or citizens of the United States, there are no employee post-retirement medical or health plans in effect, except as required by COBRA.

ERISA Representations. Each of the Companies and each Company Shareholder, jointly and severally, hereby represents and warrants to Parent that: (a) Schedule 3.14(a) 9.02 lists (i) each material "Employee Plan that covers any employee benefit plan," as such term is defined in Section 3(3) of ERISA (an "the Companies or any Subsidiary, copies or descriptions of all of which have previously been made available or furnished to Parent. With respect to each Employee Plan"), which is maintainedthe Companies have provided Parent with the most recently filed Form 5500 and an accurate summary description of such plan. The Companies have provided Parent with complete age, administered or contributed to by salary, service and related data as of the Sellers which covers most recent practicable date for employees of the Businesses or in which such employees participate other than any plan exempt from ERISA pursuant to Section 4(b)(4Companies and the Subsidiaries. (b) Schedule 9.02 also includes a list of ERISA and (ii) each material employment, severance or other similar contract contract, arrangement or policy (written or oral) and material policy, each plan or arrangement (written or oral) providing for severance benefits, insurance coverage (including any self-insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, retirement benefits, benefits or for deferred compensation, profit-sharing, bonuses, stock options, stock appreciation rights or other forms of incentive compensation or post-retirement insurance, compensation or benefits which (1i) is not an Employee Plan, (2ii) is entered into, maintained or contributed to, as the case may be, by the Sellers Company Shareholders or any of its subsidiaries to cover employees their ERISA Affiliates and (iii) covers any employee or former employees employee of the Sellers Companies or any of its subsidiaries, (3) is not entered into, maintained or contributed to primarily for the benefit of persons substantially all of whom are nonresident aliens of the United States and (4) is not an International PlanSubsidiary. Such contracts, policies, plans and arrangements as are described in clause (B) above above, copies or descriptions of all of which have been made available or furnished previously to Parent, are hereinafter referred to collectively as the "Benefit Arrangements." (bc) None of the Employee Plans or Benefit Arrangements listed on Schedule 9.02 covers any non-United States employee or former employee of the Companies or any Subsidiary. (d) No Employee Plan maintained, administered or contributed to by the Sellers or any ERISA Affiliate is a Multiemployer Plan or and no Employee Plan is subject to Title IV of ERISA or Section 412 of the CodeERISA. Neither the Sellers nor any of the Sellers' The Companies and its ERISA Affiliates has incurred have not incurred, nor do they reasonably expect to incur, any liability under Title IV of or ERISA arising in connection with the termination of any plan covered or previously covered by Title IV of ERISA, or has maintained a plan subject to Section 412 of ERISA, for which any liability remains outstanding. (ce) Each Employee Plan in which employees of the Businesses participate and which is intended to be qualified under Section 401(a) of the Code, Code is so qualified orand has been so qualified during the period from its adoption to date, if and each trust forming a part thereof is exempt from tax pursuant to Section 501(a) of the Code. The Companies have furnished to Parent copies of the most recent Internal Revenue Service determination letters with respect to each such plan. Each Employee Plan fails has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to be so qualifiedERISA and the Code, can become qualified on a retroactive basis, or the Sellers will notify Purchaser of which are applicable to such failure prior to the rollover of any participant's accounts from such plan to any plan of the Purchaserplan. (df) The Acquired Assets Each Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are not now nor will they after the passage of time be subject applicable to any Lien imposed under Section 412(n) of the Code by reason of the failure of either Seller or their ERISA Affiliates to make timely installments or other payments required by Section 412 of the Code with respect to any plan maintained by either Seller or their ERISA Affiliates prior to the Closingsuch Benefit Arrangement. (eg) With respect to the employees and former employees of the Sellers or any of Companies and the Sellers' Subsidiaries the principal work location of which is located in the United States who are residents or citizens of the United StatesSubsidiaries, there are no employee post-retirement medical or health plans in effect, except as required by COBRASection 4980B of the Code. No tax under Section 4980B or Section 4980D of the Code has been incurred in respect of any Employee Plan that is a group health plan, as defined in Section 5000(b)(1) of the Code. (h) All contributions and payments accrued under each Employee Plan and Benefit Arrangement, determined in accordance with prior funding and accrual practices, as adjusted to include proportional accruals for the period ending on the Closing Date, will be discharged and paid on or prior to the Closing Date except to the extent reflected on the Closing Balance Sheet. Except as disclosed in writing to Parent prior to the date hereof, there has been no amendment to, written interpretation of or announcement (whether written or not written) by the Companies or any of their ERISA Affiliates relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement. (i) No employee of the Companies or any Subsidiary will become entitled to any bonus, retirement, severance or similar benefit or enhanced benefit solely as a result of the transactions contemplated hereby. (j) No "prohibited transaction" as defined in Section 4.06 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan.

ERISA Representations. Each Seller hereby represents and warrants to Buyer that: (a) Schedule 3.14(a8.02(a) lists (i) contains a correct and complete list identifying each material "“employee benefit plan," ” as such term is defined in Section 3(3) of ERISA ERISA, each employment, severance or similar contract, plan, arrangement or policy and each other plan or arrangement (an "Employee Plan"written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement or early retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Sellers which Seller or any of its ERISA Affiliates or other Affiliates and covers employees any employee or former employee of the Businesses Business, or in with respect to which such employees participate other than Seller or any plan exempt from of its ERISA pursuant to Section 4(b)(4) of ERISA and (ii) each material employment, severance Affiliates or other similar contract Affiliates has any liability. Copies of such plans (and, if applicable, related trust or funding agreements or insurance policies) and material policyall amendments thereto and written interpretations thereof have been furnished to Buyer together with the most recent annual report (including Form 5500 including, if applicable, Schedule B thereto) and tax return (including Form 990) prepared in connection with any such plan or arrangement providing for insurance coverage trust. Such plans are referred to collectively herein as the “Employee Plans.” (including b) None of Seller, any self-insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock appreciation of its ERISA Affiliates or other forms of incentive compensation Affiliates and any predecessor thereof sponsors, maintains or post-retirement insurancecontributes to, compensation or benefits which (1) is not an Employee Plan, (2) is entered intohas in the past sponsored, maintained or contributed to, as the case may be, by the Sellers or any of its subsidiaries to cover employees or former employees of the Sellers or any of its subsidiaries, (3) is not entered into, maintained or contributed to primarily for the benefit of persons substantially all of whom are nonresident aliens of the United States and (4) is not an International Plan. Such contracts, policies, plans and arrangements described in clause (B) above are hereinafter referred to collectively as the "Benefit Arrangements." (b) No Employee Plan maintained, administered or contributed to by the Sellers or any ERISA Affiliate is a Multiemployer Plan or is subject to Title IV of ERISA or Section 412 of the Code. Neither the Sellers nor any of the Sellers' ERISA Affiliates has incurred any liability under Title IV of ERISA arising in connection with the termination of any plan covered or previously covered by Title IV of ERISA, or has maintained a plan subject to Section 412 of ERISA, for which any liability remains outstandingotherwise. (c) None of Seller, any ERISA Affiliate or other Affiliate of Seller and any predecessor thereof contributes to, or has in the past contributed to, any multiemployer plan, as defined in Section 3(37) of ERISA. (d) Each Employee Plan in which employees of the Businesses participate and which that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter, or has pending or has time remaining in which to file an application for such determination from the Internal Revenue Service, and Seller is not aware of any reason why any such determination letter should be revoked or not be reissued. Seller has furnished to Buyer copies of the most recent Internal Revenue Service determination letters with respect to each such Employee Plan. Each Employee Plan has been maintained in material compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including ERISA and the Code, which are applicable to such Employee Plan. No material events have occurred with respect to any Employee Plan that could result in payment or assessment by or against the Business, Buyer or any of its Affiliates of any material excise taxes under Sections 4972, 4975, 4976, 4977, 4979, 4980B, 4980D, 4980E or 5000 of the Code. (e) There is so qualified orno current or projected liability in respect of post-employment or post-retirement health or medical or life insurance benefits for retired, if former or current employees of the Business, except as required to avoid excise tax under Section 4980B of the Code. No condition exists that would prevent Seller or any of its Affiliates from amending or terminating any Employee Plan providing health or medical benefits in respect of any active employee of the Business. (f) All contributions and payments accrued under each Employee Plan, determined in accordance with prior funding and accrual practices, as adjusted to include proportional accruals for the period ending on the Closing Date, will be discharged and paid on or prior to the Closing Date except to the extent it is an Excluded Liability. There has been no amendment to, written interpretation of or announcement (whether or not written) by Seller or any of its Affiliates relating to, or change in employee participation or coverage under, any Employee Plan which would increase materially the expense of maintaining such Employee Plan fails above the level of the expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof. (g) There is no contract, plan or arrangement (written or otherwise) covering any employee or former employee of the Business that, individually or collectively, could give rise to the payment of any amount that would not be so qualifieddeductible pursuant to the terms of Sections 280G or 162(m) of the Code. No Transferred Employee will become entitled to any bonus, can become qualified on a retroactive basisretirement, severance, job security or similar benefit, or the Sellers will notify Purchaser of such failure prior to the rollover enhancement of any participant's accounts from such plan to any plan benefit, as a result of the PurchaserTransactions. (dh) The Acquired Purchased Assets are not now nor will they after the passage of time be subject to any Lien imposed under Code Section 412(n) of the Code by reason of the failure of either Seller or their ERISA its Affiliates to make timely installments or other payments required by Code Section 412 of the Code with respect to any plan maintained by either Seller or their ERISA Affiliates prior to the Closing412. (ei) With respect There is no action, suit, investigation, audit or proceeding pending against or involving or, to the employees knowledge of the Sellers Seller, threatened against or involving, any Employee Plan before any court or arbitrator or any of the Sellers' Subsidiaries the principal work location of which is located in the United States who are residents state, federal or citizens of the United Stateslocal governmental body, there are no employee post-retirement medical agency or health plans in effect, except as required by COBRAofficial.

ERISA Representations. The Seller hereby represents and warrants to the Purchaser that: (ai) Schedule 3.14(a5.06(b)(i) lists (iA) each material "employee benefit plan," as such term is defined in Section 3(3) of ERISA (an "Employee Plan")ERISA, which is maintained, administered or contributed to by the Sellers Seller or any of its ERISA Affiliates which covers employees of the Businesses Seller or any of its ERISA Affiliates or in which such employees participate other than any plan exempt from ERISA pursuant to Section 4(b)(4) of ERISA (hereinafter referred to collectively as the "Employee Plans") and (iiB) each material employment, severance or other similar contract and material policy, plan or arrangement providing for insurance coverage (including any self-insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits which (1) is not an Employee Plan, (2) is entered into, maintained or contributed to, as the case may be, by the Sellers Seller or any of its subsidiaries to cover employees or former employees of the Sellers Seller or any of its subsidiaries, (3) is not entered into, maintained or contributed to primarily for the benefit of persons substantially all of whom are nonresident aliens of the United States and (4) is not an International Plan. Such contracts, policies, plans and arrangements described in clause (B) above are hereinafter referred to collectively as the "Benefit Arrangements."" Schedule 5.06(b)(i) lists all fees and/or termination penalties applicable to investment of the assets of any Employee Plan intended to qualify under Code Section 401(a) which could be imposed upon termination of an Employee Plan against the assets of such Employee Plan. (bii) No Employee Plan maintained, administered or contributed to by the Sellers or any ERISA Affiliate is a Multiemployer Plan or is subject to Title IV of ERISA or Section 412 of the Code. Neither the Sellers Seller nor any of the Sellers' Seller's ERISA Affiliates has incurred any liability under Title IV of ERISA arising in connection with the termination of any plan covered or previously covered by Title IV of ERISA, or has maintained a plan subject to Section 412 of ERISA, for which any liability remains outstanding. (ciii) Each To Seller's knowledge after reasonable inquiry, each Employee Plan in which employees of the Businesses participate and Plan, which is intended to be qualified under Section section 401(a) of the Code, is so qualified or, if such Employee Plan fails to be so qualified, can become qualified on a retroactive basis, or the Sellers Seller will notify Purchaser of such failure prior to the rollover of any participant's accounts from such plan to any plan of the Purchaser. (div) The Acquired Assets are not now nor will they after the passage of time be subject to any Lien imposed under Code Section 412(n) of the Code by reason of the failure of either the Seller or their its ERISA Affiliates to make timely installments or other payments required by Code Section 412 of the Code with respect to any plan maintained by either Seller or their its ERISA Affiliates prior to the Closing. (ev) With respect to the employees of the Sellers Seller or any of the Sellers' Seller's Subsidiaries the principal work location of which is located in the United States who are residents or citizens of the United States, there are no employee post-retirement medical or health plans in effect, except as required by COBRA. (vi) No ERISA Affiliate of Seller maintains (A) any Employee Plans which are intended to qualify under Code section 401(a), or (B) any Benefit Arrangement.

ERISA Representations. (a) Schedule 3.14(a) lists The Seller hereby represents and warrants to the Purchaser that: (i) Schedule 5.05(b)(i) lists each material "employee benefit plan," ", as such term is defined in Section 3(3) of ERISA (an "Employee Plan")ERISA, which (A) is subject to any provision of ERISA, (B) is maintained, administered or contributed to by the Sellers which Seller or any of its ERISA Affiliates, and (C) covers employees any employee of the Businesses or in which such employees participate other than any plan exempt from ERISA pursuant Business (hereinafter referred to Section 4(b)(4) of ERISA collectively as the "Employee Plans"), and (ii) lists each material employment, severance or other similar contract and any material arrangement, policy, plan or arrangement providing for insurance coverage (including any self-insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, retirement benefits, benefits or for deferred compensation, profit-sharing, bonuses, stock options, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits which (1D) is not an Employee Plan, and (2E) is entered into, maintained or contributed to, as the case may be, by the Sellers or any of its subsidiaries to cover employees or former employees of the Sellers Seller or any of its subsidiaries, (3) is not entered into, maintained or contributed to primarily for the benefit of persons substantially all of whom are nonresident aliens of the United States and (4) is not an International Plan. Such contracts, policies, plans and arrangements described listed in clause (Bii) above of the preceding sentence are hereinafter referred to collectively as the "Benefit Arrangements."" The Purchaser and the Seller agree that such Schedule 5.05(b)(i) may be amended or supplemented prior to the Closing Date. (bii) With respect to each Employee Plan, the Seller has provided (or will prior to Closing provide) a true and complete copy of such plan document and the most recently filed Form 5500. Each Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such Benefit Arrangement except where any such failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. (iii) No Employee Plan maintained, administered or contributed to by the Sellers or any ERISA Affiliate is (x) a Multiemployer Plan, (y) an International Plan or is (z) subject to Title IV of ERISA or Section 412 ERISA. None of the Code. Neither the Sellers Seller nor any of the Sellers' ERISA Seller's Affiliates has incurred any liability under Title IV of ERISA arising in connection with the termination of any plan covered or previously covered by Title IV of ERISAERISA that could become, after the Closing Date, an obligation of the Purchaser or has maintained a plan subject to Section 412 any of ERISA, for which any liability remains outstandingits Affiliates. (civ) Each Employee Plan in which employees of the Businesses participate and which is intended to be qualified under Section 401(a) of the Code, Code is so qualified orand has been so qualified during the period from its adoption to date, if such Employee Plan fails and each trust forming a part thereof is exempt from tax pursuant to be so qualified, can become qualified on a retroactive basis, Section 501(a) of the Code. The Seller has furnished or the Sellers will notify Purchaser of such failure furnish prior to the rollover of any participant's accounts from such plan Closing to any plan the Purchaser copies of the Purchasermost recent Internal Revenue Service determination or notification letters with respect to each such Plan. Each Employee Plan has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to such Plan, except where any such failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. (dv) The Acquired Assets are not now nor will they after the passage of time be subject to any Lien imposed under Code Section 412(n) of the Code by reason of the failure of either the Seller or their ERISA its Affiliates to make timely installments or other payments required by Code Section 412 of the Code with respect to any plan maintained by either Seller or their ERISA Affiliates prior to the Closing412. (evi) With respect to the employees of the Sellers or any of the Sellers' Subsidiaries the principal work location of which is located in the United States who are residents or citizens of the United StatesBusiness, there are no employee post-retirement medical or health plans in effect, except as required by COBRASection 601 of ERISA or applicable state law and the Purchaser shall have no responsibility for any such retiree benefits. (vii) The Seller has made available to the Purchaser copies of all material Employee Plans or Benefit Arrangements. Except as disclosed in such copies, there has been no amendment to, written interpretation of or announcement (whether written or not written) by the Seller relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement which would increase materially the expense of maintaining such Employee Plan or Benefit Arrangement above the level of the expense incurred in respect thereof for the most recent fiscal year.

ERISA Representations. (a) Schedule 3.14(a) lists The Sellers hereby represent and warrant to the Purchasers that: (i) Schedule 5.07(b)(i) lists each material "employee benefit plan," ", as such term is defined in Section 3(3) of ERISA (an "Employee Plan")ERISA, which (A) is subject to any provision of ERISA, (B) is maintained, administered or contributed to by the Sellers which or any of their ERISA Affiliates and (C) covers employees any employee of the Businesses or in which such employees participate other than any plan exempt from ERISA pursuant Business (hereinafter referred to Section 4(b)(4collectively as the "Employee Plans") of ERISA and (ii) lists each material employment, severance or other similar contract and any material arrangement, policy, plan or arrangement providing for insurance coverage (including any self-self- insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, retirement benefits, benefits or for deferred compensation, profit-sharing, bonuses, stock options, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits which (1D) is not an Employee Plan, (2E) is entered into, maintained or contributed to, as the case may be, by the Sellers or any of its their subsidiaries to cover employees or former employees and (F) covers any U.S. employee of the Sellers or any of its subsidiaries, (3) is not entered into, maintained or contributed to primarily for the benefit of persons substantially all of whom are nonresident aliens of the United States and (4) is not an International PlanBusiness. Such contracts, policies, plans and arrangements described in clause (B) above are hereinafter referred to collectively as the "Benefit Arrangements." (bii) With respect to each Employee Plan, the Sellers have provided (or will prior to Closing provide) a true and complete copy of such plan document and the most recently filed Form 5500. Each Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such Benefit Arrangement except where any such failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. (iii) No Employee Plan maintained, administered or contributed to by the Sellers or any ERISA Affiliate is (x) a Multiemployer Plan, (y) an International Plan or is (z) subject to Title IV of ERISA or Section 412 ERISA. None of the Code. Neither the Sellers nor any of the Sellers' ERISA Affiliates has incurred any liability under Title IV of ERISA arising in connection with the termination of any plan covered or previously covered by Title IV of ERISAERISA that could become, after the Closing Date, an obligation of the Purchasers or has maintained a plan subject to Section 412 any of ERISA, for which any liability remains outstandingtheir Affiliates. (civ) Each Employee Plan in which employees of the Businesses participate and which is intended to be qualified under Section 401(a) of the Code, Code is so qualified orand has been so qualified during the period from its adoption to date, if and each trust forming a part thereof is exempt from tax pursuant to Section 501(a) of the Code. The Sellers have furnished to the Purchasers copies of the most recent Internal Revenue Service determination or notification letters with respect to each such Plan. Each Employee Plan fails has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to be so qualifiedERISA and the Code, can become qualified on a retroactive basiswhich are applicable to such Plan, or the Sellers will notify Purchaser of except where any such failure prior to do so would not, individually or in the rollover of any participant's accounts from such plan to any plan of the Purchaseraggregate, have a Material Adverse Effect. (dv) The Acquired Assets are not now nor will they after the passage of time be subject to any Lien imposed under Code Section 412(n) of the Code by reason of the failure of either Seller the Sellers or their ERISA Affiliates to make timely installments or other payments required by Code Section 412 of the Code with respect to any plan maintained by either Seller or their ERISA Affiliates prior to the Closing412. (evi) With respect to the employees of the Sellers or any of the Sellers' Subsidiaries the principal work location of which is located in the United States who are residents or citizens of the United StatesBusiness, there are no employee post-retirement medical or health plans in effect, except as required by COBRASection 601 of ERISA and Purchasers shall have no responsibility for any such retiree benefits other than as set forth in Schedule 5.07(b)(vi). (vii) The Sellers have made available to Purchasers copies of all material Employee Plans or Benefit Arrangements. Except as disclosed in such copies, there has been no amendment to, written interpretation of or announcement (whether written or not written) by the Sellers relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement which would increase materially the expense of maintaining such Employee Plan or Benefit Arrangement above the level of the expense incurred in respect thereof for the most recent fiscal year. (viii) Except as set forth on Schedule 5.07(b)(viii), no Transferred Employee will become entitled to any retirement, severance or similar benefit solely as a result of the transactions contemplated hereby. (ix) Except as set forth on Schedule 5.07(b)(ix), there is no contract, agreement, plan or arrangement covering any Transferred Employee that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Code Section 280G.

ERISA Representations. Sellers, jointly and severally, hereby represent and warrant to Buyer that: (a) Schedule 3.14(a) 9.02 lists each Employee Plan that covers any Employee. Parent has previously provided to Buyer (i) correct and complete copies of all material documents embodying or relating to each Employee Plan, including all amendments thereto and material "employee benefit planwritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Employee Plan; (iii) the three most recent annual reports (Series 5500 and all schedules thereto), if any, required under ERISA or the Code in connection with each Employee Plan or related trust; (iv) if the Employee Plan is funded, the most recent annual and periodic accounting of Employee Plan assets; (v) the most recent summary plan description together with the most recent summary of material modifications, if any, with respect to each Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other Governmental Entity with respect to any Employee Plan; (vii) all material written agreements and contracts relating to each Employee Plan, including but not limited to fidelity or ERISA bonds, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Employee Plan and any proposed Employee Plans, in each case relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to a Seller and which are not reflected in the current summary plan description and plan document; (ix) all forms and notices relating to the provision of post-employment continuation of health coverage; (x) all policies pertaining to fiduciary liability insurance covering the fiduciaries of each Employee Plan; and (xi) all discrimination and qualification tests, if any, for each Employee Plan for the most recently completed plan year. Except as set forth in Schedule 9.02, with respect to each Employee Plan, all annual reports (Form 5500) required to be filed with the Internal Revenue Service or Department of Labor have been properly filed on a timely basis. (b) Schedule 9.02 also includes a list of each Benefit Arrangement of a Seller, copies or descriptions of which have been made available or furnished previously to Buyer. (c) Except as set forth in Schedule 9.02, none of the Employee Plans or Benefit Arrangements listed on Schedule 9.02 is subject to the laws of any jurisdiction outside the United States. (d) No non-exempt “prohibited transaction," ” as such term is defined in Section 3(3) 406 of ERISA (an "or Section 4975 of the Code, has occurred with respect to any Employee Plan"), which is maintained, administered . (e) No Seller nor any ERISA Affiliate maintains or contributed to by the Sellers which covers employees of the Businesses or in which such employees participate other than any plan exempt from ERISA pursuant to Section 4(b)(4) of ERISA and (ii) each material employment, severance or other similar contract and material policy, plan or arrangement providing for insurance coverage (including any self-insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits which (1) is not an Employee Plan, (2) is entered into, maintained or contributed to, as the case may be, by the Sellers or any of its subsidiaries to cover employees or former employees of the Sellers or any of its subsidiaries, (3) is not entered into, has ever maintained or contributed to primarily for the benefit of persons substantially all of whom are nonresident aliens of the United States and (4) is not an International Plan. Such contracts, policies, plans and arrangements described in clause (B) above are hereinafter referred or incurred or expects to collectively as the "Benefit Arrangements." (b) No Employee Plan maintained, administered or contributed incur liability with respect to by the Sellers or any ERISA Affiliate is a Multiemployer Plan as defined in Section 4001(a)(3) of ERISA, a Multiple Employer Plan as defined in Section 210 of ERISA, or is a Plan subject to Title IV of ERISA or Section 412 of the Code. Neither the Sellers No Seller nor any of the Sellers' ERISA Affiliates Affiliate has incurred nor does it reasonably expect to incur any liability under Title IV of ERISA arising with respect to any transaction described in connection with the termination of any plan covered or previously covered by Title IV Section 4069 of ERISA, or has maintained a plan subject to Section 412 of ERISA, for which any liability remains outstanding. (cf) Each Employee Plan in which employees of the Businesses participate and which is intended to be qualified under Section 401(a) of the Code, Code is so qualified orand has been so qualified during the period from its adoption to date, if such and each trust forming a part thereof is exempt from tax pursuant to Section 501(a) of the Code. Each Employee Plan fails to be so qualifiedand Benefit Arrangement has been maintained in compliance in all material respects with its terms and with the applicable requirements prescribed by any and all statutes, can become qualified on a retroactive basisorders, or the Sellers will notify Purchaser of such failure prior to the rollover of any participant's accounts from such plan to any plan of the Purchaserrules and regulations. (d) The Acquired Assets are not now nor will they after the passage of time be subject to any Lien imposed under Section 412(n) of the Code by reason of the failure of either Seller or their ERISA Affiliates to make timely installments or other payments required by Section 412 of the Code with respect to any plan maintained by either Seller or their ERISA Affiliates prior to the Closing. (eg) With respect to the employees of the Sellers or any of the Sellers' Subsidiaries the principal work location of which is located in the United States who are residents or citizens of the United StatesEmployees and former Employees, there are no employee post-retirement medical health or health welfare plans in effect, except as required by COBRASection 4980B of the Code or applicable state law. No tax under Section 4980B or 4980D of the Code has been incurred in respect of any Employee Plan that is a group health plan, as defined in Section 5000(b)(1) of the Code. (h) All contributions, reserves or premium payments accrued under each Employee Plan and Benefit Arrangement have been made as of the Closing Date or are reflected on the Closing Balance Sheet. (i) No Employee will become entitled to any bonus, retirement, severance or similar benefit or enhanced benefit solely as a result of the transactions contemplated hereby.

ERISA Representations. Seller hereby represents and warrants to Buyer that: (a) Section 10.01(a) of the Seller Disclosure Schedule 3.14(a) lists (i) contains a correct and complete list identifying each material "“employee benefit plan," ” as such term is defined in Section 3(3) of ERISA ERISA, each employment, severance or similar contract, plan, arrangement or policy and each other plan or arrangement (an "Employee Plan"written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock- related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post- employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by Seller or any of its ERISA Affiliates and covers any employee or former employee of the Sellers Business, or with respect to which covers Seller or any of its ERISA Affiliates has any liability. Copies of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto and written interpretations thereof have been furnished to Buyer together with the most recent annual report (Form 5500 including, if applicable, Schedule B thereto) and Tax Return (Form 990) prepared in connection with any such plan or trust. Such plans are referred to collectively herein as the “Employee Plans.” Seller has provided Buyer with, or has caused to be provided to Buyer, complete actuarial data (including age, salary, service and related data) as of the most recent practicable date for employees of the Businesses Business. (b) None of Seller, any of its ERISA Affiliates and any predecessor thereof sponsors, maintains or contributes to, or has in which such employees participate other than any plan exempt from ERISA pursuant to Section 4(b)(4) of ERISA and (ii) each material employment, severance or other similar contract and material policy, plan or arrangement providing for insurance coverage (including any self-insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits which (1) is not an Employee Plan, (2) is entered intothe past sponsored, maintained or contributed to, as the case may be, by the Sellers or any of its subsidiaries to cover employees or former employees of the Sellers or any of its subsidiaries, (3) is not entered into, maintained or contributed to primarily for the benefit of persons substantially all of whom are nonresident aliens of the United States and (4) is not an International Plan. Such contracts, policies, plans and arrangements described in clause (B) above are hereinafter referred to collectively as the "Benefit Arrangements." (b) No Employee Plan maintained, administered or contributed to by the Sellers or any ERISA Affiliate is a Multiemployer Plan or is subject to Title IV of ERISA or Section 412 of the Code. Neither the Sellers nor any of the Sellers' ERISA Affiliates has incurred any liability under Title IV of ERISA arising in connection with the termination of any plan covered or previously covered by Title IV of ERISA, or has maintained a plan subject to Section 412 of ERISA, for which any liability remains outstanding. (c) None of Seller, any ERISA Affiliate of Seller and any predecessor thereof contributes to, or has in the past contributed to, any multiemployer plan, as defined in Section 3(37) of ERISA (a “Multiemployer Plan”). (d) Each Employee Plan in which employees of the Businesses participate and which that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter, or has pending or has time remaining in which to file, an application for such determination from the Internal Revenue Service, and Seller is not aware of any reason why any such determination letter should be revoked or not be reissued. Seller has made available to Buyer copies of the most recent Internal Revenue Service determination letters with respect to each such Employee Plan. Each Employee Plan has been maintained in material compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including ERISA and the Code, which are applicable to such Employee Plan. No material events have occurred with respect to any Employee Plan that could result in payment or assessment by or against the Business, Buyer or any of its Affiliates of any material excise taxes under the Code. (e) There is so qualified orno current or projected liability in respect of post- employment or post-retirement health or medical or life insurance benefits for retired, if former or current employees of the Business, except as required to avoid excise tax under Section 4980B of the Code. (f) All contributions and payments accrued under each Employee Plan, determined in accordance with prior funding and accrual practices, as adjusted to include proportional accruals for the period ending on the Closing Date, will be discharged and paid on or prior to the Closing Date except to the extent (i) reflected as a liability on the Closing Balance Sheet or (ii) is an Excluded Liability. There has been no amendment to, written interpretation of or announcement (whether or not written) by Seller or any of its Affiliates relating to, or change in employee participation or coverage under, any Employee Plan which would increase materially the expense of maintaining such Employee Plan fails to be so qualified, can become qualified on a retroactive basis, or above the Sellers will notify Purchaser level of such failure the expense incurred in respect thereof for the most recent fiscal year ended prior to the rollover of any participant's accounts from such plan to any plan of the Purchaserdate hereof. (dg) There is no contract, plan or arrangement (written or otherwise) covering any employee or former employee of the Business that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Sections 280G of the Code. (h) The Acquired Purchased Assets are not now nor will they after the passage of time be subject to any Lien imposed under Code Section 412(n) of the Code by reason of the failure of either Seller or their ERISA its Affiliates to make timely installments or other payments required by Code Section 412 of the Code with respect to any plan maintained by either Seller or their ERISA Affiliates prior to the Closing412. (ei) With respect No Hired Employee will become entitled to any bonus, retirement, severance, job security or similar benefit, or the enhancement of any such benefit, as a result of the transactions contemplated hereby. (j) There is no action, suit, investigation, audit or proceeding pending against or involving or, to the employees Knowledge of the Sellers Seller, threatened against or involving, any Employee Plan before any arbitrator or any of the Sellers' Subsidiaries the principal work location of which is located in the United States who are residents or citizens of the United States, there are no employee post-retirement medical or health plans in effect, except as required by COBRAGovernmental Authority.

ERISA Representations. The Seller represents and warrants to ACI --------------------- that: (ai) Schedule 3.14(a7.05(b)(i) lists (iA) each material "employee benefit plan," ------------------- as such term is defined in Section 3(3) of ERISA (an "Employee Plan")ERISA, which is maintained, administered or contributed to by the Sellers Seller or any of its ERISA Affiliates, or to which the Seller or any of its ERISA Affiliates has any obligation to contribute, which covers employees of the Businesses Seller or any of its ERISA Affiliates or in which such employees participate other than any plan exempt from ERISA pursuant (hereinafter referred to Section 4(b)(4collectively as the "Employee Plans") of ERISA and (iiB) each material employment, severance or other similar contract and material each policy, plan or arrangement providing for insurance coverage (including any self-insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits which (1) is not an Employee Plan, and (2) is entered into, maintained or contributed toto (or to which there is an obligation to contribute), as the case may be, by the Sellers Seller or any of its subsidiaries to cover employees or former employees of the Sellers Seller or any of its subsidiaries, (3) is not entered into, maintained or contributed to primarily for the benefit of persons substantially all of whom are nonresident aliens of the United States and (4) is not an International Plan. Such contracts, policies, plans and arrangements described in clause (B) above of the preceding sentence are hereinafter referred to collectively as the "Benefit Arrangements." (bii) No Employee Plan maintained, administered or contributed to by the Sellers or any ERISA Affiliate is a Multiemployer multiemployer plan, as defined in Section 3(37) of ERISA, and no Employee Plan or is subject to Title IV of ERISA or Section 412 of the Code. Neither the Sellers Seller nor any of the Sellers' Seller's ERISA Affiliates has incurred any liability under Title IV of ERISA arising in connection with the termination of any plan covered or previously covered by Title IV of ERISA, ERISA or has maintained a plan subject to Section 412 of ERISA, for which any liability remains outstanding. (c) Each Employee Plan in which employees of the Businesses participate and which is intended to be qualified under Section 401(a) of the Code, is so qualified or, if such Employee Plan fails to be so qualified, can become qualified on a retroactive basis, or the Sellers will notify Purchaser of such failure prior to the rollover of any participant's accounts from such plan to any plan of the Purchaser. (d) The Acquired Assets are not now nor will they after the passage of time be subject to any Lien imposed under Section 412(n) of the Code by reason of the failure of either Seller or their ERISA Affiliates to make timely installments or other payments required by Section 412 of the Code with respect to any plan maintained by either Seller or their ERISA Affiliates prior to the Closing. (eiii) With respect to the employees of the Sellers Seller or any of the Sellers' Subsidiaries the principal work location of which is located in the United States who are residents or citizens of the United StatesSeller's Subsidiaries, there are no employee post-post- retirement medical or health plans in effect, except as required by COBRA.