Common use of ERISA Representations Clause in Contracts

ERISA Representations. CSTM hereby represents and warrants to West that: (a) Schedule 7.02 lists each Employee Plan that covers any employee of CSTM, copies or descriptions of all of which have previously been made available or furnished to West. With respect to each Employee Plan, CSTM has provided the most recently filed Form 5500 and an accurate summary description of such plan. CSTM has provided West with complete age, salary, service and related data as of the most recent practicable date for employees of CSTM. (b) Schedule 7.02 also includes a list of each significant Benefit Arrangement. Copies or descriptions of all Benefit Arrangements have been made available or furnished previously to West. (c) No Employee Plan is a Multiemployer Plan and no Employee Plan is subject to Title IV of ERISA. CSTM has not 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. (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. CSTM has furnished to West copies of the most recent Internal Revenue Service determination letters with respect to each such plan. Each Employee Plan has been maintained in compliance in all material respects 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. (e) Each Benefit Arrangement has been maintained in substantial compliance in all material respects with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such Benefit Arrangement. (f) With respect to the employees and former employees of CSTM, there are no employee post-retirement medical or health plans in effect, except as required by Section 4980B of the Code. (g) All contributions, reserves and premium payments required to be made or accrued under each Employee Plan and Benefit Arrangement through the date hereof have been made or accrued and as of the Closing Date will be made or accrued. Except as disclosed in writing to West prior to the date hereof, there has been no amendment to, written interpretation of or announcement (whether or not written) by CSTM 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 period ending on the Balance Sheet Date. (h) There is no contract, agreement, plan or arrangement covering any employee or former employee of CSTM that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 28OG of the Code. (i) No tax under Section 4980B 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. (j) No employee of CSTM 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. CSTM The Company and each Seller, jointly and severally, hereby represents represent and warrants warrant to West Buyer as of the date hereof and as of the Closing Date that: (a) Schedule 7.02 9.02 lists each Employee Plan that covers any employee of CSTMEmployee, copies or descriptions of all of which which, and a summary plan description of each, have previously been made available or furnished to WestBuyer. With respect to each Employee Plan, CSTM 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 and the Company has provided the most recently filed Form 5500 and an accurate summary description of such plan. CSTM has provided West with complete age, salary, service and related data as of the most recent practicable date for employees of CSTM5500. (b) Schedule 7.02 9.02 also includes a list of each significant Benefit Arrangement. Copies Arrangement of the Company and each Subsidiary, copies or descriptions of all Benefit Arrangements which have been made available or furnished previously to WestBuyer. (c) 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 defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan. (e) Neither the Company, any Subsidiary nor any ERISA Affiliate maintains or has ever maintained or contributed to or expects to incur liability with respect to any Multiemployer Plan or Employee Plan is a Multiemployer Plan and no Employee Plan is subject to Title IV of ERISA. CSTM Neither the Company, any Subsidiary nor any ERISA Affiliate has not 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. (df) Each Employee Plan which is intended to be qualified under Section 401 (a401(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 (a501(a) of the Code. CSTM The Company has furnished to West Buyer copies of the most recent Internal Revenue Service determination letters or opinion letter with respect to each such planEmployee Plan. Each Employee Plan and 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, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to such plan. (e) Each Benefit Arrangement has been maintained in substantial compliance in all material respects with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such Benefit Arrangement. (fg) With respect to the employees Employees and former employees of CSTMEmployees, there are no employee post-retirement medical health or health welfare plans in effect, except as required by Section 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. (gh) All contributions, reserves contributions and premium payments required to be made or accrued under each Employee Plan and Benefit Arrangement through Arrangement, determined in accordance with prior funding and accrual practices, as adjusted to include proportional accruals for the date hereof have been made period ending on the Closing Date, will be discharged and paid on or accrued and as of prior to the Closing Date will be made or accrued. Except as disclosed in writing to West prior except to the date hereof, there extent reflected on the Closing Balance Sheet. There has been no amendment to, written interpretation of or announcement (whether or not written) by CSTM the Company, any Subsidiary or any of its their respective 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 period ending on the Balance Sheet Date. (h) There is no contract, agreement, plan or arrangement covering any employee or former employee of CSTM that, individually or collectively, could give rise fiscal year ended prior to the payment of any amount that would not be deductible pursuant to the terms of Section 28OG of the Codedate hereof. (i) No tax under Section 4980B 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. (j) No employee of CSTM will become entitled to any material bonus, retirement, severance or similar benefit or enhanced benefit solely as a result of the transactions contemplated hereby.

ERISA Representations. CSTM hereby represents Seller and warrants each Shareholder hereby, severally represent and warrant to West Buyer that: (a) Schedule 7.02 SCHEDULE 7.02(a) attached hereto lists each Employee Plan and each Benefit Arrangement that covers any employee of CSTMthe Seller, copies or descriptions of all of which have previously been made available or furnished to WestBuyer. With respect to each Employee Plan, CSTM Seller has provided the most recently filed Form 5500 and an accurate summary description of such plan. CSTM Seller has provided West Buyer with complete age, salary, service and related data as of the most recent practicable date for employees each employee of CSTMSeller. (b) Schedule 7.02 also includes a list of each significant Benefit Arrangement. Copies Neither the Seller nor any ERISA Affiliate maintains or descriptions of all Benefit Arrangements have been made available has ever maintained or furnished previously contributed to West. (c) No any Multiemployer Plan or Employee Plan is a Multiemployer Plan and no Employee Plan is subject to Title IV of ERISA. CSTM has not 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. (c) None of the Employee Plans or Benefit Arrangements listed on SCHEDULE 7.02 (a) covers any non-United States employee or non-United States former employee of the Seller. (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) Each Employee Plan which is intended to be qualified under Section 401 (a401(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 (a501(a) of the Code. CSTM Seller has furnished to West Buyer copies of the most recent Internal Revenue Service determination letters with respect to each such planPlan. Each Employee Plan has been maintained in compliance in all material respects 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 planEmployee Plan. (ef) Each Benefit Arrangement has been maintained in substantial compliance with its terms and in all material respects with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations regulations, including but not limited to ERISA and the Code, which are applicable to such Benefit Arrangement. (f) With respect to the employees and former employees of CSTM, there are no employee post-retirement medical or health plans in effect, except as required by Section 4980B of the Code. (g) All contributions, reserves and premium payments required to be made or accrued under each Employee Plan and Benefit Arrangement through the date hereof have been made or accrued and as of the Closing Date will be made or accrued. Except as disclosed in writing to West prior to the date hereof, there There has been no amendment to, written interpretation of or announcement (whether or not written) by CSTM Seller 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 period ending on fiscal year ended prior to the Balance Sheet Datedate hereof. (h) There is no contract, agreement, plan or arrangement covering any employee or former employee of CSTM that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 28OG of the Code. (i) No tax 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. (i) With respect to the employees and former employees of the Seller, there are no employee post-retirement medical or health plans in effect, except as required by Section 4980B of the Code. (j) No employee of CSTM the Seller will become entitled to any bonus, retirement, severance or similar benefit or enhanced benefit solely as a result of the transactions contemplated hereby. (k) There is no contract or agreement of any kind covering any employee or former employee of Seller that would prevent such employee or former employee from becoming employed by Buyer on or after the Closing Date.

ERISA Representations. CSTM The Company and Seller, jointly and ---------------------- severally, hereby represents represent and warrants warrant to West Buyer that: (a) The Company has provided Buyer with complete salary, service and related data as of the most recent practicable date for employees of the Company. (b) Section 10.02 of the Seller Disclosure Schedule 7.02 lists each Employee Plan that covers any employee of CSTMthe Company, copies or descriptions of all of which have previously been made available or furnished to WestBuyer. With respect to each Employee Plan, CSTM the Company has provided Forms 5500 for the most recently filed Form 5500 past three years and an accurate summary description of such plan. CSTM has provided West with complete age, salary, service and related data as of the most recent practicable date for employees of CSTM. (bc) Section 10.02 of the Seller Disclosure Schedule 7.02 also includes a list of each significant Benefit Arrangement. Copies Arrangement of the Company, copies or descriptions of all Benefit Arrangements which have been made available or furnished previously to WestBuyer. (cd) None of the Employee Plans or Benefit Arrangements listed on Section 10.02 of the Seller Disclosure Schedule covers any non-United States employee or former employee of the Business. (e) No non-exempt "prohibited transaction", as defined in Section 406 of ERISA or Section 4975 of the Code and for which the Company is reasonably likely to incur material liability, has occurred with respect to any Employee Plan. (f) No Employee Plan is a Multiemployer Plan and no Employee Plan is subject to Title IV of ERISA. CSTM has The Company and its Affiliates have not incurred 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. (dg) Each Employee Plan which is intended to be qualified under Section 401 (a401(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 (a501(a) of the Code. CSTM The Company has furnished to West Buyer copies of the most recent Internal Revenue Service determination letters with respect to each such plan. Each Employee Plan has been maintained in compliance in all material respects 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. (eh) Each Benefit Arrangement has been maintained in substantial compliance in all material respects with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such Benefit Arrangement. (fi) With respect to the employees and former employees of CSTMthe Company, there are no employee post-retirement medical or health plans in effect, except as required by Section 4980B of the Code. (g) All contributions, reserves and premium payments required to be made or accrued under each Employee Plan and Benefit Arrangement through the date hereof have been made or accrued and as of the Closing Date will be made or accrued. Except as disclosed in writing to West prior to the date hereof, there has been no amendment to, written interpretation of or announcement (whether or not written) by CSTM 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 period ending on the Balance Sheet Date. (h) There is no contract, agreement, plan or arrangement covering any employee or former employee of CSTM that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 28OG of the Code. (i) No material tax under Section 4980B 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. (j) 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 (i) reflected on the Balance Sheet or (ii) retained by Seller. Except 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 Seller or any of its ERISA Affiliates relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement in which employees of the Company participate 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. (k) No employee of CSTM 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. (l) No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to Seller's knowledge, threatened with respect to any Benefit Arrangement. (m) Each Benefit Arrangement and Employee Plan may be amended, terminated, or otherwise modified by the Company to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any Benefit Arrangement or Employee Plan and no employee communications or provision of any Benefit Arrangement or Employee Plan document has failed to effectively reserve the right of the Company to so amend, terminate or otherwise modify such Benefit Arrangement or Employee Plan. (n) Neither Company nor any of its ERISA Affiliates maintains or is required to contribute to or has ever maintained or been required to contribute to any Multiemployer Plan. (o) Neither Company nor any of its ERISA Affiliates sponsors or maintains any Employee Plan subject to the funding standards of Section 412 of the Code. (p) Neither Company nor any of its ERISA Affiliates has any liability arising our of or relating to a failure of any Employee Plan to comply with the provisions of ERISA or the Code, which liability is reasonably likely to have a Material Adverse Effect.

ERISA Representations. CSTM Except as set forth in Section IV.02 of the Contribution Disclosure Schedule, LM hereby represents and warrants to West the Company that: (a) Section IV.02(a) of the Contribution Disclosure Schedule 7.02 lists each Employee Plan that covers any employee of CSTMwhich is maintained, copies administered or descriptions of all of which have previously been made available or furnished contributed to Westby LM. With respect to each such Employee Plan, CSTM has provided LM will furnish or make reasonably available to the Company not more than 5 Business Days after the date hereof a true and complete copy of the most recent plan document (and, if applicable, the most recent draft of any amendment or restatement proposed to be adopted) and the most current summary plan description and the most recently filed Form 5500 5500, as applicable, of each such plan (the "Employee Plan Documentation"). LM will identify all other Employee Plans to the Company and an accurate summary description of such plan. CSTM has provided West with complete age, salary, service and related data use best efforts to furnish or make reasonably available to the Company the Employee Plan Documentation relating thereto as of soon as practicable after the most recent practicable date for employees of CSTMhereof. (b) Schedule 7.02 also includes a list of each significant Benefit Arrangement. Copies or descriptions of all Benefit Arrangements have been made available or furnished previously to West. (c) No Employee Plan is a Multiemployer Plan and no Employee Plan is subject to Title IV of ERISA. CSTM has not 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. (d) Each Employee Plan which that is intended to be qualified under Section 401 (a401(a) of the Code is so qualified and has been so determined by the Internal Revenue Service to be qualified during under Section 401(a) of the period from its adoption to date, Code and each trust forming a part thereof is related thereto has been determined to be exempt from tax pursuant to Section 501 (a501(a) of the CodeCode and LM is not aware of any event that has occurred since the date of such determinations, including changes in laws or regulations or modifications to such Employee Plan and any changes set forth in the draft restatement of the LM Retirement Income Plan ("RIP I") provided to the Company prior to the date hereof, that would adversely affect such qualification or tax exempt status. CSTM has furnished LM will furnish or make reasonably available to West the Company not more than 5 Business Days after the date hereof copies of the most recent Internal Revenue Service determination letters with respect to each such planEmployee Plan. Each Employee Plan Neither LM nor any of LM's Affiliates has incurred any liability under Title IV of ERISA in connection with the termination of any plan covered or previously covered under Title IV of ERISA that could become, after the Closing Date, an obligation of the Company. (c) Section IV.02(c) of the Contribution Disclosure Schedule identifies each material Benefit Arrangement which is or has been maintained in compliance in entered into, maintained, administered or contributed to by LM. LM will furnish or make reasonably available to the Company copies or descriptions of each such Benefit Arrangement not more than 5 Business Days after the date hereof. LM shall identify all material respects with its terms other Benefit Arrangements to the Company and with use best efforts to furnish or make reasonably available to the requirements prescribed by any and all statutesCompany copies or descriptions of such other Benefit Arrangements as soon as practicable after the date hereof. (d) To the best of the knowledge of LM, ordersthere are no oral employee benefits plans or arrangements which, rules and regulationsif written, including but not limited to ERISA and the Code, which are applicable to such planwould constitute Employee Plans or Benefit Arrangements. (e) Each Benefit Arrangement has been maintained in substantial compliance in all material respects with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such Benefit Arrangement. (f) With respect to the employees and former employees of CSTM, there are no employee post-retirement medical or health plans in effect, except as required by Section 4980B of the Code. (g) All contributions, reserves and premium payments required to be made or accrued under each No Employee Plan and Benefit Arrangement through the date hereof have been made or accrued and as of the Closing Date will be made or accrued. Except as disclosed in writing to West prior to the date hereof, there has been no amendment to, written interpretation of or announcement (whether or not written) by CSTM 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 period ending on the Balance Sheet Date. (h) There is no contract, agreement, plan or arrangement covering any employee or former employee of CSTM that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 28OG of the Code. (i) No tax under Section 4980B of the Code has been incurred in respect of any Employee Plan that is a group health "multiemployer plan, " as defined in Section 5000(b)(13(37) of the CodeERISA. (j) No employee of CSTM 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. CSTM The Company and Seller, jointly and severally, hereby represents represent and warrants warrant to West Buyer that: (a) Schedule 7.02 lists each Employee Plan that covers any employee of CSTM, copies or descriptions of all of which have previously been made available or furnished to West. With respect to each Employee Plan, CSTM The Company has provided the most recently filed Form 5500 and an accurate summary description of such plan. CSTM has provided West Buyer with complete age, salary, service and related data as of the most recent practicable date for employees of CSTMthe Company. (b) Schedule 7.02 SCHEDULE 9.02 lists each Employee Plan that covers any employee of the Company, copies of all of which have previously been furnished to Buyer. With respect to each Employee Plan, the Company has provided the most recently filed Form 5500 an accurate summary description of such plan; and if applicable, each ERISA bond, excise tax returns, most recent actuarial and other financial or testing reports, insurance documents, other funding and investment contracts, form of COBRA notices and elections, and form of HIPAA notices. (c) SCHEDULE 9.02 also includes a list of each significant Benefit Arrangement. Copies or descriptions Arrangement of all Benefit Arrangements the Company, copies of which have been made available or furnished previously to WestBuyer. (cd) None of the Employee Plans or Benefit Arrangements listed on SCHEDULE 9.02 covers any non-United States employee or former employee of the Company. (e) No non-exempt "prohibited transaction", as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan. (f) No Employee Plan is a Multiemployer Plan and no Plan. With respect to any Employee Plan that is subject to Title IV of ERISA, during the six-year period prior to the date on which this representation is made or deemed made with respect to any such Employee Plan, no "accumulated funding deficiency" (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred, no termination has occurred nor has any lien in favor of the PBGC or a Plan arisen, during such six-year period and the present value of all accrued benefits under each such Employer Plan (on a plan termination basis) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits. CSTM has The Company and its Affiliates 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. (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. CSTM has furnished to West copies of the most recent Internal Revenue Service determination letters with respect to each such plan. Each Employee Plan has been maintained in compliance in all material respects 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. (e) Each Benefit Arrangement has been maintained in substantial compliance in all material respects with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such Benefit Arrangement. (f) With respect to the employees and former employees of CSTM, there are no employee post-retirement medical or health plans in effect, except as required by Section 4980B of the Code. (g) All contributions, reserves and premium payments required to be made or accrued under each Employee Plan and Benefit Arrangement through the date hereof have been made or accrued and as of the Closing Date will be made or accrued. Except as disclosed in writing to West prior to the date hereof, there has been no amendment to, written interpretation of or announcement (whether or not written) by CSTM 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 period ending on the Balance Sheet Date. (h) There is no contract, agreement, plan or arrangement covering any employee or former employee of CSTM that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 28OG of the Code. (i) No tax under Section 4980B 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. (j) No employee of CSTM 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. CSTM hereby represents The Seller and warrants Allenbach, jointly and sever▇▇▇▇, ▇▇▇eby represent and warrant to West Buyer that: (a) Schedule 7.02 8.02 lists each Employee Plan that covers any employee of CSTMthe Seller, copies or descriptions of all of which have previously been made available or furnished to WestBuyer. With respect to each Employee Plan, CSTM the Seller has provided the most recently filed Form 5500 and an accurate summary description of such plan. CSTM The Seller has provided West Buyer with complete age, salary, service and related data as of the most recent practicable date for employees of CSTMthe Seller. (b) Schedule 7.02 8.02 also includes a list of each significant Benefit ArrangementArrangement which (i) is not an Employee Plan, (ii) is entered into, maintained or contributed to, as the case may be, by Seller or any of its Affiliates and (iii) covers any employee or former employee of the Seller. Copies or descriptions of all Benefit Arrangements have been made available or furnished previously to WestBuyer. (c) No Employee Plan is a Multiemployer Plan and no Employee Plan is subject to Title IV of ERISA. CSTM has The Seller and its Affiliates have not incurred 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. (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. CSTM The Seller has furnished to West Buyer copies of the most recent Internal Revenue Service determination letters with respect to each such plan. Each Employee Plan has been maintained in compliance in all material respects 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. (e) Each Benefit Arrangement has been maintained in substantial compliance in all material respects with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such Benefit Arrangement. (f) With respect to the employees and former employees of CSTMthe Seller, there are no employee post-retirement medical or health plans in effect, except as required by Section 4980B of the Code. (g) All contributions, reserves contributions and premium payments required to be made or accrued under each Employee Plan and Benefit Arrangement through Arrangement, determined in accordance with prior funding and accrual practices, as adjusted to include proportional accruals for the date hereof have been made or accrued and as of period ending on the Closing Date Date, will be made discharged and paid on or accruedprior to the Closing Date. Except as disclosed in writing to West Buyer prior to the date hereof, there has been no amendment to, written interpretation of or announcement (whether or not written) by CSTM Seller 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 period ending on fiscal year ended prior to the Balance Sheet Datedate hereof. (h) There is no contract, agreement, plan or arrangement covering any employee or former employee of CSTM the Seller that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 28OG of the Code. (i) No tax under Section 4980B 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. (j) No employee of CSTM the Seller will become entitled to any bonus, retirement, severance or similar benefit or enhanced benefit solely as a result of the transactions contemplated hereby. (k) The Seller does not have, nor is it reasonably expected to have, any liability under Title IV of ERISA.

ERISA Representations. CSTM The Company and each Seller, jointly and severally, hereby represents represent and warrants warrant to West Buyer that: (a) Schedule 7.02 lists each Employee Plan that covers any employee of CSTM, copies or descriptions of all of which have previously been made available or furnished to West. With respect to each Employee Plan, CSTM The Company has provided the most recently filed Form 5500 and an accurate summary description of such plan. CSTM has provided West Buyer with complete age, salary, service and related data as of the most recent practicable date for employees of CSTMthe Company. (b) Schedule 7.02 SCHEDULE 9.02 lists each Employee Plan that covers any employee of the Company, copies of all of which have previously been furnished to Buyer. With respect to each Employee Plan, the Company has provided the most recently filed Form 5500 an accurate summary description of such plan; and if applicable, each ERISA bond, excise tax returns, most recent actuarial and other financial or testing reports, insurance documents, other funding and investment contracts, form of COBRA notices and elections, and form of HIPAA notices. (c) SCHEDULE 9.02 also includes a list of each significant Benefit Arrangement. Copies or descriptions Arrangement of all Benefit Arrangements the Company, copies of which have been made available or furnished previously to WestBuyer. (cd) None of the Employee Plans or Benefit Arrangements listed on SCHEDULE 9.02 covers any non-United States employee or former employee of the Company. (e) No non-exempt "prohibited transaction", as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan. (f) No Employee Plan is a Multiemployer Plan and no Plan. With respect to any Employee Plan that is subject to Title IV of ERISA, during the six-year period prior to the date on which this representation is made or deemed made with respect to any such Employee Plan, no "accumulated funding deficiency" (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred, no termination has occurred nor has any lien in favor of the PBGC or a Plan arisen, during such six-year period and the present value of all accrued benefits under each such Employer Plan (on a plan termination basis) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits. CSTM has The Company and its Affiliates 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. (dg) Each Employee Plan which is intended to be qualified under Section 401 (a401(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 (a501(a) of the Code. CSTM The Company has furnished to West Buyer copies of the most recent Internal Revenue Service determination letters with respect to each such plan. Each Employee Plan has been maintained in compliance in all material respects 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. (eh) Each Benefit Arrangement has been maintained in substantial compliance in all material respects with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such Benefit Arrangement. (fi) With respect to the employees and former employees of CSTMthe Company, there are no employee post-retirement medical or health plans in effect, except as required by Section 4980B of the CodeCode or similar state law. (gj) All contributions, reserves contributions and premium payments required to be made or accrued by the Company under each Employee Plan and Benefit Arrangement through Arrangement, determined in accordance with prior funding and accrual practices, as adjusted to include proportional accruals for the date hereof have been made period ending on the Closing Date, will be discharged and paid on or accrued and as of prior to the Closing Date will be made or accruedexcept to the extent (i) reflected on the Closing Balance Sheet. Except as disclosed in writing to West Buyer prior to the date hereof, there has been no amendment to, written interpretation of or announcement (whether or not written) by CSTM Seller 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 period ending on fiscal year ended prior to the Balance Sheet Datedate hereof. (hk) There is no contract, agreement, plan or arrangement covering any employee or former employee of CSTM the Company that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 28OG 280G of the Code. (il) No tax under Section Sections 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. (jm) No employee of CSTM 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. CSTM hereby represents Parent and warrants Seller represent and warrant to West Buyer that: (a) Section 9.02(a) of the Disclosure Schedule 7.02 lists sets forth an accurate and complete list of each Employee Plan that covers any employee which does not include the arrangement described in Section 9.02(a)-1 of CSTM, copies or descriptions of all of which have previously been made available or furnished to Westthe Disclosure Schedule. With respect to each such Employee Plan, CSTM Parent has provided furnished to Buyer an accurate and complete copy of the plan document and any associated trust agreement, the most current summary plan description (and any summary of material modifications thereto), the most recently filed Form 5500 (and an accurate summary description of such plan. CSTM has provided West with complete age, salary, service and related data as of the most recent practicable date for employees of CSTM. (b) Schedule 7.02 also includes a list of each significant Benefit Arrangement. Copies or descriptions of all Benefit Arrangements have been made available or furnished previously to West. (c) No Employee Plan is a Multiemployer Plan and no Employee Plan is subject to Title IV of ERISA. CSTM has not 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. (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 dateschedules attached thereto), and each trust forming a part thereof is exempt from tax pursuant to Section 501 (a) of the Code. CSTM has furnished to West copies of the most recent Internal Revenue Service determination letters letter, as applicable, of each such Employee Plan. Except with respect to the arrangement set forth on Section 9.02(a)-1 of the Disclosure Schedule, each such plan. Each Employee Plan has been maintained in material compliance in all material respects 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 and any applicable to such plancollective bargaining agreement. (eb) Each Section 9.02(b) of the Disclosure Schedule sets forth each Benefit Arrangement. Parent has furnished to Buyer accurate and complete copies of each such Benefit Arrangement and the most current summary (if any) distributed to Company Employees of each such Benefit Arrangement. Except with respect to the arrangement set forth on Section 9.02(a)-1 of the Disclosure Schedule, each Benefit Arrangement has been maintained in substantial material compliance in all material respects with its terms and with the requirements prescribed by any and all statutesapplicable Laws and any applicable collective bargaining agreement. (c) The Internal Revenue Service has issued a favorable determination letter with respect to each Employee Plan that is intended to qualify under Section 401(a) of the Code, ordersand, rules to the Knowledge of Parent and regulations which Seller, except with respect to the arrangement set forth on Section 9.02(a)-1 of the Disclosure Schedule, no event has occurred after the date of such letter that would cause or could reasonably be expected to cause the disqualification of such Employee Plan. (d) Except as set forth on Section 9.02(d) or with respect to the arrangement set forth on Section 9.02(a)-1 of the Disclosure Schedule, none of Parent or any ERISA Affiliate of Parent, the Company or any Subsidiary has within the past six years made any contributions (or has been obligated to make any contributions) to a "Multiemployer Plan," as defined in Section 3(37) of ERISA or to a "Defined Benefit Plan," as defined in Section 3(35) of ERISA. None of Parent or any ERISA Affiliate of Parent, the Company or any Subsidiary has any liability with respect to a Multiemployer Plan or a Defined Benefit Plan that has not been satisfied in full prior to the Closing Date (other than contributions or premium payments not yet due), and none of Parent or any ERISA Affiliate of Parent, the Company or any Subsidiary is bound by any contract or agreement or has any obligation or liability under Section 4204 of ERISA. (e) There are applicable no Employee Plans or Benefit Arrangements that provide (or will provide) medical, life insurance, death benefits or any other welfare-type benefits with respect to such Benefit Arrangementformer employees (including retirees and dependents of former employees and retirees) of the Company or any Subsidiary, other than benefits that are required to be provided pursuant to COBRA. (f) With respect to The consummation of the employees and former employees of CSTMtransactions contemplated by this Agreement will not, there are no employee post-retirement medical separately or health plans in effecttogether, (1) except as required by set forth on Section 4980B 9.02(f) of the CodeDisclosure Schedule, entitle any Company Employee to receive from Parent, the Company or any Subsidiary severance pay, unemployment compensation, or any other payment, or (2) accelerate the time of payment or vesting of, or increase the amount of, compensation due from Parent, the Company or any Subsidiary to any such Company Employee or director of the Company or any Subsidiary. (g) All contributions, reserves and premium payments required to be made or accrued under each Employee Plan and Benefit Arrangement through the date hereof have been made or accrued and as of the Closing Date will be made or accrued. Except as disclosed in writing to West prior to the date hereof, there has been no amendment to, written interpretation of or announcement (whether or not written) by CSTM 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 period ending set forth on the Balance Sheet Date. (h) There is no contract, agreement, plan or arrangement covering any employee or former employee of CSTM that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 28OG of the Code. (i) No tax under Section 4980B of the Code has been incurred in respect of any Employee Plan that is a group health plan, as defined in Section 5000(b)(19.02(g) of the Code. Disclosure Schedule, there are no material actions, suits or claims (j) No employee of CSTM will become entitled to any bonus, retirement, severance or similar benefit or enhanced benefit solely as a result of the transactions contemplated hereby.other than routine claims for

ERISA Representations. CSTM Seller hereby represents and warrants to West Buyer that: (a) Schedule 7.02 9.02(a) lists each Employee Plan that "employee benefit plan," as such term is defined in Section 3(3) of ERISA, which (i) is subject to any provision of ERISA, (ii) is maintained, administered, or contributed to by Seller or any of its Affiliates (as defined below), and (iii) covers any employee of CSTM, copies or descriptions of all of which have previously been made available or furnished the Business (hereinafter referred to Westcollectively as the "Employee Plans"). With respect to each Employee Plan, CSTM Seller 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. CSTM Seller has provided West with Buyer with, or has caused to be provided to Buyer, complete actuarial data (including age, salary, service service, and related data data) as of the most recent practicable date for employees of CSTMthe Business. (b) Schedule 7.02 also includes a list of each significant Benefit Arrangement. Copies or descriptions of all Benefit Arrangements have been made available or furnished previously to West. (c) No Employee Plan is a Multiemployer Plan and no Employee Plan is subject to Title IV of ERISA. CSTM Neither Seller nor any of Seller's Affiliates has not 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 Buyer or any of its Affiliates. (dc) Each Employee Plan which is intended to be qualified under Section 401 (a401(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 (a501(a) of the Code. CSTM Seller has furnished to West Buyer copies of the most recent Internal Revenue Service determination letters with respect to each such planPlan. Each Employee Plan has been maintained in compliance in all material respects with its terms and with the requirements prescribed by any and all statutes, orders, rules rules, and regulations, including but not limited to ERISA and the Code, which are applicable to such planPlan. (ed) Each Benefit Arrangement has been maintained in substantial compliance in all material respects with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such Benefit Arrangement. (f) With respect to the employees and former employees of CSTM, there are no employee post-retirement medical or health plans in effect, except as required by Section 4980B of the Code. (g) All contributions, reserves and premium payments required to be made or accrued under each Employee Plan and Benefit Arrangement through the date hereof have been made or accrued and as of the Closing Date will be made or accrued. Except as disclosed in writing to West prior to the date hereof, there has been no amendment to, written interpretation of or announcement (whether or not written) by CSTM 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 period ending on the Balance Sheet Date. (h) There is no contract, agreement, plan or arrangement covering any employee or former employee of CSTM that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 28OG of the Code. (i) No tax under Section 4980B 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. (j) No employee of CSTM will become entitled to any bonus, retirement, severance or similar benefit or enhanced benefit solely as a result of the transactions contemplated hereby.Schedule 9.02

ERISA Representations. CSTM Dynatech and the Seller hereby represents represent and warrants warrant to West Buyer that: (a) Schedule 7.02 9.02(a) lists each Employee Plan that "EMPLOYEE BENEFIT PLAN", as such term is defined in Section 3(3) of ERISA, which (i) is subject to any provision of ERISA, (ii) is maintained, administered or contributed to by Seller or any of its Affiliates (as defined below) and (iii) covers any employee of CSTM, copies or descriptions of all of which have previously been made available or furnished the Business (hereinafter referred to Westcollectively as the "EMPLOYEE PLANS"). With respect to each Employee Plan, CSTM Seller 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. CSTM Seller has provided West with Buyer with, or has caused to be provided to Buyer, complete actuarial data (including age, salary, service and related data data) as of the most recent practicable date for employees of CSTMthe Business. (b) Schedule 7.02 also includes a list of each significant Benefit Arrangement. Copies or descriptions of all Benefit Arrangements have been made available or furnished previously to West. (c) No Employee Plan is a Multiemployer Plan and no Employee Plan is subject to Title IV of ERISA. CSTM Neither Seller nor any of Seller's Affiliates has not 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 Buyer or any of its Affiliates. (dc) Each Employee Plan which is intended to be qualified under Section 401 (a401(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 (a501(a) of the Code. CSTM Seller has furnished to West Buyer copies of the most recent Internal Revenue Service determination letters with respect to each such planPlan. Each Employee Plan has been maintained substantially in compliance in all material respects 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 planPlan. (ed) Each Benefit Arrangement has been maintained in substantial compliance in all material respects with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such Benefit Arrangement. (f) With respect to the employees and former employees of CSTM, there are no employee post-retirement medical or health plans in effect, except as required by Section 4980B of the Code. (g) All contributions, reserves and premium payments required to be made or accrued under each Employee Plan and Benefit Arrangement through the date hereof have been made or accrued and as of the Closing Date will be made or accrued. Except as disclosed in writing to West prior to the date hereof, there has been no amendment to, written interpretation of or announcement (whether or not written) by CSTM 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 period ending on the Balance Sheet Date. (h) There is no contract, agreement, plan or arrangement covering any employee or former employee of CSTM that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 28OG of the Code. (i) No tax under Section 4980B 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. (j) No employee of CSTM will become entitled to any bonus, retirement, severance or similar benefit or enhanced benefit solely as a result of the transactions contemplated hereby.Schedule 9.02