Common use of ERISA Representations Clause in Contracts

ERISA Representations. The Company and each Seller, jointly and severally, hereby represent and warrant to Buyer that: (a) SCHEDULE 9.02 lists each Employee Plan that covers any employee of the Company, copies or descriptions of all of which have previously been made available or furnished to Buyer. With respect to each Employee Plan, the Company has provided the most recently filed Form 5500 and an accurate summary description of such plan. The Company has provided Buyer with complete age, salary, service and related data as of the most recent practicable date for employees of the Company. (b) SCHEDULE 9.02 also includes a list of each Benefit Arrangement of the Company, copies or descriptions of which have been made available or furnished previously to Buyer. (c) None of the Employee Plans or other arrangements listed on SCHEDULE 9.02 covers any non-United States employee or former employee of the Company. (d) No "prohibited transaction", as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan. (e) No Employee Plan is a Multiemployer Plan and no Employee Plan is subject to Title IV of ERISA. The Company and its Affiliates have not incurred, nor do they reasonably expect to incur, any liability under Title IV ERISA arising in connection with the termination of any plan covered or previously covered by Title IV of ERISA. (f) Each Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and has been so qualified during the period from its adoption to date, and each trust forming a part thereof is exempt from tax pursuant to Section 501(a) of the Code. The Company has furnished to Buyer a copy of the most recent Internal Revenue Service determination letter with respect to each such 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 but not limited to ERISA and the Code, which are applicable to such plan. (g) 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. (h) With respect to the employees and former employees of the Company, there are no employee post-retirement medical or health plans in effect, except as required by Section 4980B of the Code. (i) Except as disclosed on SCHEDULE 9.02(i), 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 in connection with termination of the Company's Profit Sharing Plan or as disclosed in writing to Buyer prior to the date hereof, there has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any of its ERISA Affiliates relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement that 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 fiscal year ended prior to the date hereof. (j) 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. (k) No employee of the Company 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. The Company and each Seller, jointly and severally, hereby represent and warrant to Buyer that: (a) SCHEDULE 9.02 lists Schedule 3.11 sets forth each Employee Plan "employee benefit plan", as defined in Section 3(3) of ERISA, that (i) is subject to any provision of ERISA, (ii) is maintained, administered or contributed to by the Company or any of its ERISA Affiliates and (iii) covers any employee of the Company, copies or descriptions of all of which have previously been made available or furnished to Buyer. With respect to each Employee Plan, the Company has provided the most recently filed Form 5500 and an accurate summary description of such plan. The Company has provided Buyer with complete age, salary, service and related data as of the most recent practicable date for employees of the Company. (b) SCHEDULE 9.02 also includes a list of each Benefit Arrangement of the Company, copies or descriptions of which have been made available or furnished previously to Buyer. (c) None of the Employee Plans or other arrangements listed on SCHEDULE 9.02 covers any non-United States employee or former employee of the CompanyCompany or any Subsidiary. Such plans are hereinafter referred to as the "Employee Plans". The Company has furnished or made available to the Investors or their counsel copies of such plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof together with the most recent annual report prepared in connection with any such plan (Form 5500 including, if applicable, Schedule B thereto). No Employee Plan is and neither the Company nor any of its ERISA Affiliates maintains, sponsors, or is obligated to contributed to, or has at any time maintained, sponsored or been obligated to contribute to, a Multiemployer Plan, a Title IV Plan or an employee benefit plan or arrangement maintained in connection with any trust described in Section 501(c)(9) of the Code. (db) No "prohibited transaction", as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee PlanPlan excluding transactions effected pursuant to a statutory or administrative exemption, which, assuming the taxable period of such transaction expired as of the date hereof, when considered individually or in the aggregate with any other such prohibited transaction, could subject the Company or any of its Subsidiaries to a penalty or tax imposed by either Section 502(i) of ERISA or Section 4975 of the Code in an amount which would be material. (e) No Employee Plan is a Multiemployer Plan and no Employee Plan is subject to Title IV of ERISA. The Company and its Affiliates have not incurred, nor do they reasonably expect to incur, any liability under Title IV ERISA arising in connection with the termination of any plan covered or previously covered by Title IV of ERISA. (fc) Each Employee Plan which that is intended to be qualified under Section 401(a) of the Code is so qualified and has been so qualified during the period from its adoption to date, and each trust forming a part thereof created under any such Employee Plan is exempt from tax pursuant to under Section 501(a) of the CodeCode and has been so exempt during the period from creation to date. The Company has furnished to Buyer a copy of provided the Investors or their counsel with the most recent determination letters of the Internal Revenue Service determination letter with respect relating to each such planEmployee Plan. Each Employee Plan has been maintained in material substantial compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to such plan. (gd) Schedule 3.11 sets forth each Benefit Arrangement. The Company has furnished or made available to the Investors or their counsel copies or descriptions of each Benefit Arrangement. Each Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations which are applicable to such Benefit Arrangementregulations. (he) With Neither the Company nor any of its ERISA Affiliates has any current or projected liability in respect to the employees and of post-employment or post-retirement welfare benefits for retired or former employees of the Company, there are no employee post-retirement medical or health plans in effectCompany and any Subsidiary, except as required by to avoid excise tax under Section 4980B of the CodeCode or as previously disclosed by the Company in writing to the Investors. (if) Except as disclosed on SCHEDULE 9.02(i), 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 in connection with termination of the Company's Profit Sharing Plan or as disclosed in writing to Buyer the Investors prior to the date hereof, there has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any of its ERISA Affiliates relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement that 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 fiscal year ended prior to the date hereof. (jg) Except as set forth in Schedule 3.11, there is no contract, agreement, plan or arrangement covering any employee or former employee of the Company or any of its subsidiaries that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Code, except as previously disclosed by the Company in writing to the Investors. (h) No material 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. (ki) No employee or former employee of the Company or any of its ERISA Affiliates will become entitled to any bonus, retirement, severance severance, job security or similar benefit or enhanced enhancement of such a benefit solely as a result of the transactions contemplated herebyby this Agreement.

ERISA Representations. The Company Seller and each SellerPrincipal, jointly and severally, hereby represent and warrant to Buyer as of the date hereof and as of the Closing Date that: (a) SCHEDULE 9.02 lists each Schedule 10.01 sets forth a list of (i) every Employee Plan that covers any employee Program which has been intended to qualify under Section 401(a) or 501(c)(9) of the Company, copies or descriptions of all of which have previously Code and that has been made available or furnished to Buyer. With respect to each Employee Plan, maintained by the Company has provided or an Affiliate of the most recently filed Form 5500 Company at any time during the six-year period ending on the Closing Date and (ii) each other Employee Program maintained by the Company or an accurate summary description Affiliate of such plan. The the Company has provided Buyer with complete age, salary, service and related data as of the most recent practicable date for employees hereof or as of the CompanyClosing Date. (b) SCHEDULE 9.02 also includes a list of each Benefit Arrangement Each Employee Program which is required to be listed on Schedule 10.01 and which has been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the Internal Revenue Service (“IRS”) regarding its qualification under such section and to the Company’s Knowledge has, copies or descriptions of which have in fact, been made available or furnished previously to Buyer. (c) None qualified under the applicable section of the Code from the effective date of such Employee Plans or other arrangements listed on SCHEDULE 9.02 covers any non-United States employee or former employee Program through and including the Closing Date (or, if earlier, the date that all of such Employee Program’s assets were distributed). To the Company. ’s Knowledge, no event or omission has occurred which would cause any Employee Program to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code Section (dincluding without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). Each asset held under any such Employee Program may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. No "prohibited transaction", as defined in partial termination (within the meaning of Section 406 of ERISA or Section 4975 411(d)(3) of the Code, ) has occurred with respect to any Employee PlanProgram. (ec) No Employee Plan is a Multiemployer Plan and no Employee Plan is subject to Title IV of ERISA. The Company and its Affiliates have not incurredTo the Company’s Knowledge, nor do they reasonably expect to incur, at any liability under Title IV ERISA arising in connection with the termination of any plan covered or previously covered by Title IV of ERISA. (f) Each Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and has been so qualified time during the period from its adoption to date, and each trust forming a part thereof is exempt from tax pursuant to Section 501(a) of the Code. The Company has furnished to Buyer a copy of the most recent Internal Revenue Service determination letter with respect to each such 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 but not limited to ERISA and the Code, which are applicable to such plan. (g) 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. (h) With respect to the employees and former employees of the Company, there are no employee postsix-retirement medical or health plans in effect, except as required by Section 4980B of the Code. (i) Except as disclosed on SCHEDULE 9.02(i), 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 year period ending on the Closing Date, will be discharged and paid there has been no material failure of any party to comply with any laws applicable with respect to any Employee Programs maintained by the Company or Seller. With respect to any Employee Program to the Company’s Knowledge, during the six-year period ending on the Closing Date, there has not occurred any (i) “prohibited transaction,” as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Code Section 4975, (ii) failure to comply with any provisions of ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, which, in the case of any of (i), (ii), or (iii), could subject the Company or any Affiliate of the Company to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program. All payments and/or contributions required to have been made (under the provisions of any agreements or other governing documents or applicable law) with respect to all Employee Programs maintained during the six-year period prior to the date hereof or the Closing Date, for all periods prior to the Closing Date. Except in connection with termination , either have been made or have been accrued (and all such unpaid but accrued amounts are described on Schedule 10.01). (d) Neither the Company nor any Affiliate of the Company's Profit Sharing Company (i) has ever maintained any Employee Program which has been subject to title IV of ERISA or Code Section 412 or ERISA Section 302, including, but not limited to, any Multiemployer Plan or (ii) except as disclosed in writing set forth on Schedule 10.01, to Buyer prior the Company’s Knowledge has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA) or has ever promised to provide such post-termination benefits. (e) With respect to each Employee Program maintained by the Company or the Seller as of the date of this Agreement, complete and correct copies of the following documents (if applicable to such Employee Program) have been made available to Buyer: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Section 401(a) or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants’ opinions attached thereto; (iv) the three (3) most recent actuarial valuation reports completed with respect to such Employee Program; (v) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (vi) any insurance policy related to benefits under such Employee Program; (vii) any registration statement or other filing made pursuant to any federal or state securities law and (viii) all correspondence to and from any state or federal agency within the last three (3) years with respect to such Employee Program. (f) Except as disclosed in Schedule 10.01 (i) no benefit under any Employee Program or other plan, program or arrangement, including, without limitation, any severance or parachute payment plan or agreement, will be established or become accelerated, vested, funded or payable and the Company is not required to pay amounts paid with respect to any tax imposed under Section 4999 of the Code and (ii) the Company has not incurred any obligation to make (or possibly make) any payments that (A) will be non-deductible under, or would otherwise constitute a “parachute payment” within the meaning of, Section 280G of the Code, or (B) are or may be subject to the imposition of an excise Tax under Section 4999 of the Code. Schedule 10.01 lists all nonqualified deferred compensation plans or arrangements under which the Company or the Seller provides, or is or may be obligated to provide, payments or benefits which to the Company’s Knowledge are subject to the requirements of Section 409A of the Code (“409A Plans”). To the Company’s Knowledge, (i) such 409A Plans are in compliance with Section 409A and the guidance issued thereunder, or (ii) if Section 409A Plans not currently in compliance, there has been are no amendment to, written interpretation of restrictions on the Company’s or announcement Seller’s ability to amend 409A arrangements to bring them into compliance with the applicable guidance. (whether or not writteng) Each Employee Program maintained by the Company or any of its ERISA Affiliates relating tothe Seller during the six-year period ending on the Closing Date may be amended, terminated, or change in employee participation or coverage underotherwise modified by the Company, including the elimination of any and all future benefit accruals under any Employee Plan Program, without any liability to the Company for benefits, contributions or Benefit Arrangement other payments relating to the period of time or events that would increase materially arise or occur after the expense date of maintaining such amendment, termination or modification, subject to liabilities incurred in the ordinary course for ancillary administrative or management services. To the Company’s Knowledge, no employee communications or provision of any Employee Program document has failed to effectively reserve the right of the Company or any Affiliate of the Company to so amend, terminate or otherwise modify such Employee Plan Program. (h) Each Employee Program maintained by the Company or Benefit Arrangement above the level Seller during the six-year period ending on the Closing Date (including each non-qualified deferred compensation arrangement) has been maintained in all material respects in compliance with all applicable requirements of federal and state securities laws including (without limitation, if applicable) the requirements that the offering of interests in such Employee Program be registered under the Securities Act of 1933 and/or state “Blue Sky” laws. (i) Each Employee Program maintained by the Company or an Affiliate of the expense incurred Company during the six-year period ending on the Closing Date has complied in respect thereof for all material respects with the fiscal year ended prior to applicable notification and other applicable requirements of the date hereofConsolidated Omnibus Budget Reconciliation Act of 1985, Health Insurance Portability and Accountability Act of 1996, the Newborns’ and Mothers’ Health Protection Act of 1996, the Mental Health Parity Act of 1996, and the Women’s Health and Cancer Rights Act of 1998. (j) No tax under Section 4980B or Section 4980D For purposes 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. (k) No employee of the Company will become entitled to any bonus, retirement, severance or similar benefit or enhanced benefit solely as a result of the transactions contemplated hereby.this section:

ERISA Representations. The Company Seller represents and each Seller, jointly and severally, hereby represent and warrant warrants to Buyer that: (a) SCHEDULE 9.02 Section 9.01(a) of the Disclosure Schedule lists each Employee Plan that “employee benefit plan,” as such term is defined in Section 3(3) of the Employment Retirement Income Security Act of 1974 (“ERISA”), which (i) is subject to any provision of ERISA, (ii) is maintained, administered or contributed to by Seller or any of its ERISA Affiliates and (iii) covers any employee of US Employee (hereinafter referred to collectively as the Company, copies or descriptions of all of which have previously been made available or furnished to Buyer. With respect to each “Employee Plan, the Company has provided the most recently filed Form 5500 and an accurate summary description of such plan. The Company has provided Buyer with complete age, salary, service and related data as of the most recent practicable date for employees of the CompanyPlans”). (b) SCHEDULE 9.02 also includes a list of each Benefit Arrangement of the Company, copies or descriptions of which have been made available or furnished previously to Buyer. (c) None of the Employee Plans or other arrangements listed on SCHEDULE 9.02 covers any non-United States employee or former employee of the Company. (d) No "prohibited transaction", as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan. (e) No Employee Plan is a “Multiemployer Plan and Plan” (within the meaning of Section 3(37) of ERISA) and, except as provided in Section 9.01(b) of the Disclosure Schedule, no Employee Plan is subject to Title IV of ERISA. The Company and Neither Seller nor any of its ERISA Affiliates have not incurred, nor do they reasonably expect to incur, has incurred any liability under Title IV of ERISA or any applicable provision of the Code, arising in connection with the termination of or complete or partial withdrawal from any plan covered or previously covered by Title IV of ERISAERISA or as a result of any violation of applicable law, in each case, that could become, after the Closing Date, an obligation of Buyer. Each Employee Plan has been maintained in compliance with its terms and in all material respects in compliance with applicable law. (fc) Each Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and has been so qualified during the period from its adoption to date, and each trust forming a part thereof is exempt from tax pursuant to Section 501(a) of the Code. The Company has furnished to Buyer a copy of the most recent Internal Revenue Service determination letter with respect to each such 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 but not limited to ERISA and the Code, which are applicable to such plan. (gd) Section 9.01(d) of the Disclosure Schedule includes a list of each employment, severance, termination pay, change in control or other similar contract, agreement, arrangement or policy (written or oral) and each plan, program, contract, agreement, policy or arrangement (written or oral) providing for profit -sharing, bonuses, stock options, stock appreciation, stock purchase or other forms of incentive compensation, deferred compensation, health and welfare insurance coverage (including any self -insured arrangements), workers’ compensation, disability benefits, supplemental unemployment benefits, vacation benefits, retirement benefits or for post -retirement insurance, compensation or benefits which (i) is not an Employee Plan, (ii) is entered into, maintained, contributed to, or required to be contributed to, as the case may be, by Seller or any of its ERISA Affiliates and (iii) covers or relates to any US Employee. Such contracts, agreements, policies, programs, plans and arrangements as are described above, copies or descriptions of all of which have been made available or furnished previously to Buyer are hereinafter referred to collectively as the “Benefit Arrangements.” 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 Arrangementlaw. (he) Section 9.01(e) of the Disclosure Schedule lists each material employment, severance or similar contract or arrangement (whether or not written) or any plan, policy, fund, program or arrangement or contract providing for severance, profit-sharing, bonuses, stock options, stock appreciation rights or other forms of incentive compensation, insurance coverage (including any self-insured arrangements), workers’ compensation, disability benefits, supplemental unemployment benefits, vacation benefits, pension or retirement benefits or for deferred compensation, or for post-retirement insurance, compensation or benefits that (i) is not an Employee Plan or Benefit Arrangement, (ii) is entered into, maintained, administered or contributed to by the Company or any of its Affiliates and (iii) covers any employee of the Business outside of the United States (hereinafter referred to collectively as the “International Plans”); provided, however, that a plan or program sponsored or operated by a governmental authority (including the State Earnings Related Pension Scheme in the UK) shall not constitute an International Plan. (f) With respect to the employees and former employees of the CompanyUS Employees, there are no employee post-retirement medical medical, health or health welfare plans in effect, except as required by Section 601 et seq. of ERISA or Section 4980B of the Code. (i) Except as disclosed on SCHEDULE 9.02(i), 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 in connection with termination of the Company's Profit Sharing Plan or as disclosed in writing to Buyer prior to the date hereof, there has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any of its ERISA Affiliates relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement that 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 fiscal year ended prior to the date hereof. (j) No tax under set forth on 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)(19.01(f) of the CodeDisclosure Schedule. (k) No employee of the Company 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. The Company and each Seller, jointly and severally, hereby represent and warrant to Buyer that: (a) SCHEDULE 9.02 lists Schedule 3.12 sets forth each Employee Plan "employee benefit plan", as defined in Section 3(3) of ERISA, that (i) is subject to any provision of ERISA, (ii) is maintained, administered or contributed to by the Company or any of its ERISA Affiliates and (iii) covers any employee of the Company, copies or descriptions of all of which have previously been made available or furnished to Buyer. With respect to each Employee Plan, the Company has provided the most recently filed Form 5500 and an accurate summary description of such plan. The Company has provided Buyer with complete age, salary, service and related data as of the most recent practicable date for employees of the Company. (b) SCHEDULE 9.02 also includes a list of each Benefit Arrangement of the Company, copies or descriptions of which have been made available or furnished previously to Buyer. (c) None of the Employee Plans or other arrangements listed on SCHEDULE 9.02 covers any non-United States employee or former employee of the CompanyCompany or any Subsidiary. Such plans are hereinafter referred to as the "EMPLOYEE PLANS". The Company has furnished or made available to the Investors or their counsel copies of such plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof together with the most recent annual report prepared in connection with any such plan (Form 5500 including, if applicable, Schedule B thereto). Except as set forth in Schedule 3.12, no Employee Plan is and neither the Company nor any of its ERISA Affiliates maintains, sponsors, or is obligated to contributed to, or has at any time maintained, sponsored or been obligated to contribute to, a Multiemployer Plan, a Title IV Plan or an employee benefit plan or arrangement maintained in connection with any trust described in Section 501(c)(9) of the Code. (db) No "prohibited transaction", as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee PlanPlan excluding transactions effected pursuant to a statutory or administrative exemption, which, assuming the taxable period of such transaction expired as of the date hereof, when considered individually or in the aggregate with any other such prohibited transaction, could subject the Company or any of its Subsidiaries to a penalty or tax imposed by either Section 502(i) of ERISA or Section 4975 of the Code in an amount which would be material. (e) No Employee Plan is a Multiemployer Plan and no Employee Plan is subject to Title IV of ERISA. The Company and its Affiliates have not incurred, nor do they reasonably expect to incur, any liability under Title IV ERISA arising in connection with the termination of any plan covered or previously covered by Title IV of ERISA. (fc) Each Employee Plan which that is intended to be qualified under Section 401(a) of the Code is so qualified and has been so qualified during the period from its adoption to date, and each trust forming a part thereof created under any such Employee Plan is exempt from tax pursuant to under Section 501(a) of the CodeCode and has been so exempt during the period from creation to date. The Company has furnished or made available to Buyer a copy of the Investors or their counsel with the most recent determination letters of the Internal Revenue Service determination letter with respect relating to each such planEmployee Plan. Each Employee Plan has been maintained in material substantial compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to such plan. (gd) Schedule 3.12 sets forth each Benefit Arrangement. The Company has furnished or made available to the Investors or their counsel copies or descriptions of each Benefit Arrangement. Each Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations which are applicable to such Benefit Arrangementregulations. (he) With Neither the Company nor any of its ERISA Affiliates has any current or projected liability in respect to the employees and of post-employment or post-retirement welfare benefits for retired or former employees of the Company, there are no employee post-retirement medical or health plans in effectCompany and any Subsidiary, except as required by to avoid excise tax under Section 4980B of the CodeCode or as previously disclosed by the Company in writing to the Investors. (if) Except as disclosed on SCHEDULE 9.02(i), 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 in connection with termination of the Company's Profit Sharing Plan or as disclosed in writing to Buyer the Investors prior to the date hereof, there has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any of its ERISA Affiliates relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement that 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 fiscal year ended prior to the date hereof. (jg) Except as set forth in Schedule 3.12, there is no contract, agreement, plan or arrangement covering any employee or former employee of the Company or any of its subsidiaries that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Code, except as previously disclosed by the Company in writing to the Investors. (h) No material 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. (ki) No employee or former employee of the Company or any of its ERISA Affiliates will become entitled to any bonus, retirement, severance severance, job security or similar benefit or enhanced enhancement of such a benefit solely as a result of the transactions contemplated herebyby this Agreement.

ERISA Representations. The Company and each Seller, jointly and severally, hereby represent and warrant to Buyer that: (a) SCHEDULE 9.02 lists Schedule 3.11 sets forth each Employee Plan "employee benefit plan", as defined in Section 3(3) of ERISA, that (i) is subject to any provision of ERISA, (ii) is maintained, administered or contributed to by the Company or any of its ERISA Affiliates and (iii) covers any employee of the Company, copies or descriptions of all of which have previously been made available or furnished to Buyer. With respect to each Employee Plan, the Company has provided the most recently filed Form 5500 and an accurate summary description of such plan. The Company has provided Buyer with complete age, salary, service and related data as of the most recent practicable date for employees of the Company. (b) SCHEDULE 9.02 also includes a list of each Benefit Arrangement of the Company, copies or descriptions of which have been made available or furnished previously to Buyer. (c) None of the Employee Plans or other arrangements listed on SCHEDULE 9.02 covers any non-United States employee or former employee of the CompanyCompany or any Subsidiary. Such plans are hereinafter referred to as the "EMPLOYEE PLANS". The Company has furnished or made available to the Investors or their counsel copies of such plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof together with the most recent annual report prepared in connection with any such plan (Form 5500 including, if applicable, Schedule B thereto). No Employee Plan is and neither the Company nor any of its ERISA Affiliates maintains, sponsors, or is obligated to contributed to, or has at any time maintained, sponsored or been obligated to contribute to, a Multiemployer Plan, a Title IV Plan or an employee benefit plan or arrangement maintained in connection with any trust described in Section 501(c)(9) of the Code. (db) No "prohibited transaction", as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee PlanPlan excluding transactions effected pursuant to a statutory or administrative exemption, which, assuming the taxable period of such transaction expired as of the date hereof, when considered individually or in the aggregate with any other such prohibited transaction, could subject the Company or any of its Subsidiaries to a penalty or tax imposed by either Section 502(i) of ERISA or Section 4975 of the Code in an amount which would be material. (e) No Employee Plan is a Multiemployer Plan and no Employee Plan is subject to Title IV of ERISA. The Company and its Affiliates have not incurred, nor do they reasonably expect to incur, any liability under Title IV ERISA arising in connection with the termination of any plan covered or previously covered by Title IV of ERISA. (fc) Each Employee Plan which that is intended to be qualified under Section 401(a) of the Code is so qualified and has been so qualified during the period from its adoption to date, and each trust forming a part thereof created under any such Employee Plan is exempt from tax pursuant to under Section 501(a) of the CodeCode and has been so exempt during the period from creation to date. The Company has furnished to Buyer a copy of provided the Investors or their counsel with the most recent determination letters of the Internal Revenue Service determination letter with respect relating to each such planEmployee Plan. Each Employee Plan has been maintained in material substantial compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to such plan. (gd) Schedule 3.11 sets forth each Benefit Arrangement. The Company has furnished or made available to the Investors or their counsel copies or descriptions of each Benefit Arrangement. Each Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations which are applicable to such Benefit Arrangementregulations. (he) With respect to the employees and former employees of the Company, there are no employee post-retirement medical or health plans in effect, except as required by Section 4980B of the Code. (i) Except as disclosed on SCHEDULE 9.02(i), 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 in connection with termination of the Company's Profit Sharing Plan or as disclosed in writing to Buyer prior to the date hereof, there has been no amendment to, written interpretation of or announcement (whether or not written) by Neither the Company or nor any of its ERISA Affiliates relating to, has any current or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement that 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 fiscal year ended prior to the date hereof. (j) No tax under Section 4980B or Section 4980D of the Code has been incurred projected liability in respect of any Employee Plan that is a group health plan, as defined in Section 5000(b)(1) of the Code. (k) No employee post-employment or post-retirement welfare benefits for retired or former employees of the Company will become entitled to and any bonus, retirement, severance or similar benefit or enhanced benefit solely as a result of the transactions contemplated hereby.Subsidiary,

ERISA Representations. The Company and each Seller, jointly and severally, hereby represent and warrant to Buyer that: (a) SCHEDULE 9.02 lists Schedule 3.12 sets forth each Employee Plan "employee benefit plan", as defined in Section 3(3) of ERISA, that (i) is subject to any provision of ERISA, (ii) is maintained, administered or contributed to by the Company or any of its ERISA Affiliates and (iii) covers any employee of the Company, copies or descriptions of all of which have previously been made available or furnished to Buyer. With respect to each Employee Plan, the Company has provided the most recently filed Form 5500 and an accurate summary description of such plan. The Company has provided Buyer with complete age, salary, service and related data as of the most recent practicable date for employees of the Company. (b) SCHEDULE 9.02 also includes a list of each Benefit Arrangement of the Company, copies or descriptions of which have been made available or furnished previously to Buyer. (c) None of the Employee Plans or other arrangements listed on SCHEDULE 9.02 covers any non-United States employee or former employee of the CompanyCompany or any Subsidiary. Such plans are hereinafter referred to as the "Employee Plans". The Company has furnished or made available to the Investors or their counsel copies of such plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof together with the most recent annual report prepared in connection with any such plan (Form 5500 including, if applicable, Schedule B thereto). Except as set forth in Schedule 3.12, no Employee Plan is and neither the Company nor any of its ERISA Affiliates maintains, sponsors, or is obligated to contributed to, or has at any time maintained, sponsored or been obligated to contribute to, a Multiemployer Plan, a Title IV Plan or an employee benefit plan or arrangement maintained in connection with any trust described in Section 501(c)(9) of the Code. (db) No "prohibited transaction", as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee PlanPlan excluding transactions effected pursuant to a statutory or administrative exemption, which, assuming the taxable period of such transaction expired as of the date hereof, when considered individually or in the aggregate with any other such prohibited transaction, could subject the Company or any of its Subsidiaries to a penalty or tax imposed by either Section 502(i) of ERISA or Section 4975 of the Code in an amount which would be material. (e) No Employee Plan is a Multiemployer Plan and no Employee Plan is subject to Title IV of ERISA. The Company and its Affiliates have not incurred, nor do they reasonably expect to incur, any liability under Title IV ERISA arising in connection with the termination of any plan covered or previously covered by Title IV of ERISA. (fc) Each Employee Plan which that is intended to be qualified under Section 401(a) of the Code is so qualified and has been so qualified during the period from its adoption to date, and each trust forming a part thereof created under any such Employee Plan is exempt from tax pursuant to under Section 501(a) of the CodeCode and has been so exempt during the period from creation to date. The Company has furnished or made available to Buyer a copy of the Investors or their counsel with the most recent determination letters of the Internal Revenue Service determination letter with respect relating to each such planEmployee Plan. Each Employee Plan has been maintained in material substantial compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to such plan. (gd) Schedule 3.12 sets forth each Benefit Arrangement. The Company has furnished or made available to the Investors or their counsel copies or descriptions of each Benefit Arrangement. Each Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations which are applicable to such Benefit Arrangementregulations. (he) With Neither the Company nor any of its ERISA Affiliates has any current or projected liability in respect to the employees and of post-employment or post-retirement welfare benefits for retired or former employees of the Company, there are no employee post-retirement medical or health plans in effectCompany and any Subsidiary, except as required by to avoid excise tax under Section 4980B of the CodeCode or as previously disclosed by the Company in writing to the Investors. (if) Except as disclosed on SCHEDULE 9.02(i), 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 in connection with termination of the Company's Profit Sharing Plan or as disclosed in writing to Buyer the Investors prior to the date hereof, there has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any of its ERISA Affiliates relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement that 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 fiscal year ended prior to the date hereof. (jg) Except as set forth in Schedule 3.12, there is no contract, agreement, plan or arrangement covering any employee or former employee of the Company or any of its subsidiaries that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Code, except as previously disclosed by the Company in writing to the Investors. (h) No material 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. (ki) No employee or former employee of the Company or any of its ERISA Affiliates will become entitled to any bonus, retirement, severance severance, job security or similar benefit or enhanced enhancement of such a benefit solely as a result of the transactions contemplated herebyby this Agreement.

ERISA Representations. The Company and each Seller, jointly and severally, hereby represent and warrant to Buyer that: (a) SCHEDULE 9.02 lists each Employee Plan that covers any employee Section 3.18(a) of the CompanyDisclosure Schedule lists, copies or descriptions of all of which have previously been made available or furnished to Buyer. With respect to each Employee Plan, the Company has provided the most recently filed Form 5500 and an accurate summary description of such plan. The Company has provided Buyer with complete age, salary, service and related data as of the most recent practicable date for employees hereof, each "employee benefit plan," as such term is defined in Section 3(3) of the CompanyEmployment Retirement Income Security Act of 1974 ("ERISA"), which (i) is subject to any provision of ERISA, (ii) is maintained, administered or contributed to by Visteon or any of its ERISA Affiliates and (iii) covers any current or former Visteon employee (hereinafter referred to collectively as the "EMPLOYEE PLANS"). (b) SCHEDULE 9.02 also includes a list of each Benefit Arrangement Except as disclosed on Section 3.18(b) of the CompanyDisclosure Schedule, copies or descriptions of which have been made available or furnished previously to Buyer. (c) None of the Employee Plans or other arrangements listed on SCHEDULE 9.02 covers any non-United States employee or former employee of the Company. (d) No "prohibited transaction", as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan. (e) No no Employee Plan is a "Multiemployer Plan and no Employee Plan Plan" (within the meaning of Section 3(37) of ERISA) or is subject to Title IV of ERISA. The Company and Neither Visteon nor any of its ERISA Affiliates have not incurred, nor do they reasonably expect to incur, has incurred any liability under Title IV of ERISA or any applicable provision of the Code, arising in connection with the termination of or complete or partial withdrawal from any plan covered or previously covered by Title IV of ERISAERISA or as a result of any violation of applicable law, in each case, that could become, after the Closing Date, an obligation of the Company. Each Employee Plan has been maintained in substantial compliance with its terms and in all material respects with applicable law. (fc) No transaction prohibited by Section 406 of ERISA or Section 4975 of the Code has occurred with respect to any Employee Plan covered by Title I of ERISA, which transaction has or will cause the Company or any of its Subsidiaries to incur any liability under ERISA, the Code or otherwise, excluding transactions effected pursuant to and in compliance with a statutory or administrative exemption. No "accumulated funding deficiency", as defined in Section 412 of the Code, has been incurred with respect to any Employee Plan subject to such Section 412, whether or not waived. No "reportable event", within the meaning of Section 4043 of ERISA, and except for the transactions contemplated by this Agreement or in connection therewith, no event described in Section 4062 or 4063 of ERISA, has occurred in connection with any Employee Plan. Neither Visteon nor any ERISA Affiliate of Visteon has (i) engaged in, or is a successor or parent corporation to an entity that has engaged in, a transaction described in Sections 4069 or 4212(c) of ERISA or (ii) incurred, or reasonably expects to incur prior to the Closing Date, (A) any liability under Title IV of ERISA arising in connection with the termination of, or a complete or partial withdrawal from, any plan covered or previously covered by Title IV of ERISA or (B) any liability under Section 4971 of the Code that in either case could become a liability of the Company or any Subsidiary or any ERISA Affiliates thereof after the Closing Date. The assets of the Company and all of its Subsidiaries are not now, nor will they after the passage of time be, subject to any Lien imposed under Code Section 412(n) by reason of a failure of any of Visteon or any of its Affiliates to make timely installments or other payments required under Code Section 412. (d) Each Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and has been so qualified during the period from its adoption to date, and each trust forming a part thereof is exempt from tax pursuant to Section 501(a) of the Code. The Company has furnished to Buyer a copy of the most recent Internal Revenue Service determination letter with respect to each such plan. Each Employee Plan has been maintained in material substantial compliance with its terms and in all material respects with the requirements prescribed by any and all applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to such plan. (ge) Section 3.18(e) of the Disclosure Schedule includes a list of each employment, severance, termination pay, change in control or other similar contract, agreement, arrangement or policy (written or, with respect to such arrangements that may result in Visteon payments that exceed $100,000, oral), existing as of the date hereof, and each plan, program, contract, agreement, policy or arrangement (written or, with respect to such arrangements, existing as of the date hereof, that may result in Visteon payments that exceed $100,000, oral) providing for profit-sharing, bonuses, stock options, stock appreciation, stock purchase or other forms of incentive compensation, deferred compensation, health and welfare insurance coverage (including any self-insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, retirement benefits or for post-retirement insurance, or any other type of compensation (other than wages) or material benefits which (i) is not an Employee Plan, (ii) is entered into, maintained, contributed to, or required to be contributed to, as the case may be, by Visteon or any of its ERISA Affiliates in either Mexico or the United States of America and (iii) covers or relates to any employee who will be providing exclusive or shared services to the Business, but excluding any governmental or statutory plans, programs or arrangements. Such contracts, agreements, policies, programs, plans and arrangements as are described above, copies or descriptions of all of which have been made available or furnished previously to the Company, are hereinafter referred to collectively as the "BENEFIT ARRANGEMENTS." 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 Arrangementlaw. (hf) With respect to the employees and former employees Except as disclosed on Section 3.18(f) of the CompanyDisclosure Schedule, or as required by Section 601 et seq. of ERISA or Section 4980B of the Code, there are no employee post-retirement medical medical, health or health welfare plans in effect, except as required by Section 4980B of the Code. (i) Except as disclosed on SCHEDULE 9.02(i), 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 in connection with termination of the Company's Profit Sharing Plan or as disclosed in writing to Buyer prior to the date hereof, there has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any of its ERISA Affiliates relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement that 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 fiscal year ended prior to the date hereof. (j) 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. (k) No employee of the Company will become entitled to any bonus, retirement, severance or similar benefit or enhanced benefit solely as a result of the transactions contemplated hereby.