Common use of List of Plans Clause in Contracts

List of Plans. Schedule 3.8 to this Agreement sets forth an accurate and complete list of all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), each foreign benefit plan, and all bonus, incentive, deferred compensation, stock option, restricted stock, stock appreciation rights, phantom stock rights, retiree medical or life insurance, supplemental retirement, nonqualified trusts, severance or other benefit plans, programs or arrangements, and all termination, severance or other Contracts, whether formal or informal, whether or not set forth in writing, whether covering one Person or more than one Person, and whether or not subject to any of the provisions of ERISA, which are or have been maintained, contributed to or sponsored by the Company or any ERISA Affiliate (as defined in Section 3.19.3) for the benefit of any current or former employee of the Company or any ERISA Affiliate (each item listed on Schedule 3.8 being referred to herein individually, as a “Plan” and collectively, as the “Plans”). For purposes of this Agreement, “foreign benefit plan” means each material plan, program or agreement contributed to, sponsored or maintained by either the Company or any ERISA Affiliate or any other Person that is maintained outside of the United States, or that covers primarily employees residing or working outside of the United States, and which would be treated as a Plan had it been a material United States plan, program or agreement. The Company has delivered to the Purchaser, to the extent applicable, a complete and accurate copy of: (a) each written Plan and descriptions of any unwritten Plan (including all amendments thereto whether or not such amendments are currently effective); (b) each summary plan description and all summaries of material modifications relating to a Plan; (c) each trust agreement or other funding arrangement with respect to each Plan, including insurance contracts or other funding vehicles; (d) the three most recently filed IRS Forms 5500 relating to each Plan; (e) the most recently received favorable IRS opinion or determination letter for each Plan, if applicable; (f) the three most recently prepared actuarial reports and financial statements in connection with each Plan, if applicable; and (g) the most recent nondiscrimination test performed under the Code (including, without limitation 401(k) and 401(m)), if applicable. Neither the Seller nor the Company has expressly or impliedly made any commitment, whether legally enforceable or not, (i) to create or cause to exist any Plan not set forth on Schedule 3.8 or (ii) to modify, change or terminate any Plan.

List of Plans. Schedule 3.8 to this Agreement sets forth an accurate and complete list of lists all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")), each foreign benefit plan, ) and all bonus, incentive, deferred compensation, stock option, restricted stock, stock appreciation rights, phantom stock rights, retiree medical or life insurance, supplemental retirement, nonqualified trusts, severance or other benefit plans, individual retirement programs or arrangements, and all termination, severance or other Contracts, whether formal or informal, whether or not set forth in writing, whether covering one Person or more than one Person, and whether or not subject to any of the provisions of ERISA, which are or have been maintained, contributed to or sponsored by WWG, TEAM, O-A, Pulse, the Company Company, any Subsidiary or any ERISA Affiliate (as defined in Section 3.19.3) for the benefit of any current or former employee of WWG, TEAM, O-A, Pulse, the Company or any ERISA Affiliate Subsidiary (each item listed on Schedule 3.8 being referred to herein individually, as a “"Plan” " and collectively, as the “"Plans”"). For purposes of this Agreement, “"foreign benefit plan” " means each material plan, program or agreement contributed to, sponsored or maintained by either the Company or any ERISA Affiliate or any other Person that is maintained outside of the United States, or that covers primarily employees residing or working outside of the United States, and which would be treated as a Plan had it been a material United States plan, program or agreement. The Company WWG has delivered to the Purchaser, to the extent applicable, a complete and accurate copy of: (a) each written Plan and descriptions of any unwritten Plan (including all amendments thereto whether or not such amendments are currently effective); (b) each summary plan description and all summaries of material modifications relating to a Plan; (c) each trust agreement or other funding arrangement with respect to each Plan, including insurance contracts or other funding vehiclescontracts; (d) the three most recently filed IRS Forms Form 5500 relating to each Plan; (e) the most recently received favorable IRS opinion opinion, advisory or determination letter for each Plan, if applicable; and (f) the three most recently prepared actuarial reports (if applicable) and financial statements in connection with each Plan. None of the Principals, if applicable; and (g) the most recent nondiscrimination test performed under the Code (includingWWG, without limitation 401(k) and 401(m))TEAM, if applicable. Neither the Seller nor O-A, Pulse, the Company or any Subsidiary has expressly or impliedly made any commitment, whether legally enforceable or not, (i) to create or cause to exist any Plan not set forth on Schedule 3.8 or (ii) to modify, change or terminate any Plan.

List of Plans. Schedule 3.8 to this Agreement sets forth an accurate and complete list of lists all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")), each foreign benefit plan, ) and all bonus, incentive, deferred compensation, stock option, restricted stock, stock appreciation rights, phantom stock rightsstock, deferred compensation, retiree medical or life insurance, supplemental retirement, nonqualified trusts, severance or other benefit plans, programs or arrangements, and all termination, severance or other Contracts, whether formal or informal, whether or not set forth in writing, whether covering one Person or more than one Person, and whether or not subject to any of the provisions of ERISA, which are or have been maintained, contributed to or sponsored by the Company or any ERISA Affiliate (as defined in Section 3.19.33.19.3 below) for the benefit of any current or former employee of the Company or any ERISA Affiliate (each item listed on Schedule 3.8 being referred to herein individually, as a “"Plan” " and collectively, as the “"Plans”"). For purposes of this Agreement, “foreign benefit plan” means each material plan, program or agreement contributed to, sponsored or maintained by either the Company or any ERISA Affiliate or any other Person that is maintained outside of the United States, or that covers primarily employees residing or working outside of the United States, and which would be treated as a Plan had it been a material United States plan, program or agreement. The Company has Stockholders have delivered to the Purchaser, to the extent applicable, a complete and accurate copy of: (a) each written Plan and descriptions of any unwritten Plan (including all amendments thereto whether or not such amendments are currently effective); (b) each summary plan description and all summaries of material modifications relating to a Plan; (c) each trust agreement or other funding arrangement with respect to each Plan, including insurance contracts or other funding vehiclescontracts; (d) the three most recently filed IRS Forms Form 5500 relating to each Plan; (e) the most recently received favorable IRS opinion or determination letter for each Plan, if applicable; and (f) the three most recently prepared actuarial reports and financial statements in connection with each Plan. Except as set forth on Schedule 3.19.1, if applicable; and (g) none of the most recent nondiscrimination test performed under the Code (including, without limitation 401(k) and 401(m)), if applicable. Neither the Seller Stockholders nor the Company has expressly or impliedly made any commitment, whether legally enforceable or not, (i) to create or cause to exist any Plan not set forth on Schedule 3.8 or (ii) to modify, change or terminate any Plan.

List of Plans. Section 4.12(a) of the Confio Disclosure Schedule 3.8 to this Agreement sets forth an accurate contains a correct and complete list of all each “employee benefit plans (plan,” as defined in Section 3(3) of ERISA, and each other employment, consulting, bonus or other incentive compensation, salary continuation during any absence from active employment for disability or other reasons, supplemental retirement, cafeteria benefit (Section 125 of the Employee Retirement Income Security Act Code) or dependent care (Section 129 of 1974, as amended (“ERISA”)the Code), each foreign benefit plansick pay, and all bonustuition assistance, incentiveclub membership, employee discount, employee loan, vacation pay, severance, deferred compensation, incentive, fringe benefit, perquisite, change in control, retention, stock option, stock purchase, restricted stock, stock appreciation rights, phantom stock rights, retiree medical or life insurance, supplemental retirement, nonqualified trusts, severance or other benefit planscompensatory plan, programs policy, agreement or arrangementsarrangement (including, and all terminationwithout limitation, severance any collective bargaining agreement) (i) that is currently, or other Contractshas been at any time in the three (3) prior calendar years, whether formal or informalmaintained, whether or not set forth in writing, whether covering one Person or more than one Person, and whether or not subject to any of the provisions of ERISA, which are or have been maintainedadministered, contributed to or sponsored required to be contributed to by the Company Confio or any PEO or payroll service provider acting in its relationship with Confio, (ii) to which Confio or any PEO or payroll service provider acting in its relationship with Confio is a party or has any Liability, or (iii) that covers any current or former officer, director, employee or independent contractor (or any of their dependents) of Confio or any ERISA Affiliate (as defined in Section 3.19.3) for the benefit of any current or former employee of the Company or any ERISA Affiliate (each item listed on Schedule 3.8 being referred to herein individually, as a “Plan” and collectively, as the “Corporation Plans”). For purposes Confio has made available to SolarWinds (i) accurate and complete copies of this Agreementall Corporation Plan documents currently in effect or in effect at any time in the three (3) prior calendar years (and, “foreign benefit plan” means each in the absence of such documents, written descriptions) and all other material plandocuments relating thereto, program including (if applicable) all documents establishing or agreement contributed toconstituting any related trust, sponsored annuity contract, insurance contract or maintained by either other funding instruments, and summary plan descriptions relating to said Corporation Plans, (ii) accurate and complete copies of the Company most recent financial statements and actuarial reports with respect to all Corporation Plans for which financial statements or actuarial reports are required or have been prepared, and (iii) accurate and complete copies of all annual reports and summary annual reports for all Corporation Plans (for which annual reports are required) prepared for the three (3) most recent plan years. Confio has also made available to SolarWinds complete copies of other current and material plan summaries, employee booklets, personnel manuals and other material documents or written materials (apart from routine forms and correspondence related to Corporation Plans) concerning the Corporation Plans that are in possession of Confio or any ERISA Affiliate or any other Person that is maintained outside PEO or payroll service provider acting in its relationship with Confio as of the United Statesdate hereof. Neither Confio nor any ERISA Affiliate nor any PEO or payroll service provider acting in its relationship with Confio has ever maintained or contributed to any “defined benefit plan” as defined in Section 3(35) of ERISA, nor do any of them have a current or contingent obligation to contribute to any “multiemployer plan” (as defined in Section 3(37) of ERISA), or that covers primarily employees residing to any multiple employer plan within the meaning of ERISA Section 210 or working outside of the United StatesCode Section 413(c), and which would be treated or any “multiple employer welfare arrangement” (as a Plan had it been a material United States plan, program or agreement. The Company has delivered to the Purchaser, to the extent applicable, a complete and accurate copy of: (a) each written Plan and descriptions of any unwritten Plan (including all amendments thereto whether or not such amendments are currently effective); (b) each summary plan description and all summaries of material modifications relating to a Plan; (c) each trust agreement or other funding arrangement with respect to each Plan, including insurance contracts or other funding vehicles; (d) the three most recently filed IRS Forms 5500 relating to each Plan; (e) the most recently received favorable IRS opinion or determination letter for each Plan, if applicable; (f) the three most recently prepared actuarial reports and financial statements defined in connection with each Plan, if applicable; and (g) the most recent nondiscrimination test performed under the Code (including, without limitation 401(k) and 401(mERISA Section 3(40)), if applicable. Neither the Seller nor the Company has expressly or impliedly made any commitment, whether legally enforceable or not, (i) to create or cause to exist any Plan not set forth on Schedule 3.8 or (ii) to modify, change or terminate any Plan.

List of Plans. Schedule 3.8 to this Agreement sets forth an accurate and complete list of lists all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")), each foreign benefit plan, ) and all bonus, incentive, deferred compensation, stock option, restricted stock, stock appreciation rights, phantom stock rights, retiree medical or life insurance, supplemental retirement, nonqualified trusts, severance or other benefit plans, individual retirement programs or arrangements, and all termination, severance or other Contracts, whether formal or informal, whether or not set forth in writing, whether covering one Person or more than one Person, and whether or not subject to any of the provisions of ERISA, which are or have been maintained, contributed to or sponsored by IMS Holdco or the Company or any ERISA Affiliate (as defined in Section 3.19.3) for the benefit of any current or former employee of IMS Holdco or the Company or any ERISA Affiliate (each item listed on Schedule 3.8 being referred to herein individually, as a “"Plan” " and collectively, as the “"Plans”"). For purposes of this Agreement, “"foreign benefit plan” " means each material plan, program or agreement contributed to, sponsored or maintained by either IMS Holdco, the Company or any ERISA Affiliate or any other Person that is maintained outside of the United States, or that covers primarily employees residing or working outside of the United States, and which would be treated as a Plan had it been a material United States plan, program or agreement. The Company IMS Holdco has delivered to the Purchaser, to the extent applicable, a complete and accurate copy of: (a) each written Plan and descriptions of any unwritten Plan (including all amendments thereto whether or not such amendments are currently effective); (b) each summary plan description and all summaries of subsequent material modifications relating to a Plan; (c) each current trust agreement or other funding arrangement with respect to each Plan, including insurance contracts or other funding vehiclescontracts; (d) the three most recently filed IRS Forms Form 5500 relating to each Plan, if any; (e) the most recently received favorable IRS opinion opinion, advisory or determination letter for each Plan, if applicableany; and (f) the three most recently prepared actuarial reports (if applicable) and financial statements statements, if any, in connection with each Plan. None of the Principals, if applicable; and (g) the most recent nondiscrimination test performed under the Code (including, without limitation 401(k) and 401(m)), if applicable. Neither the Seller nor IMS Holdco or the Company has expressly or impliedly made any commitment, whether legally enforceable or not, (i) to create or cause to exist any Plan not set forth on Schedule 3.8 or (ii) to modify, change or terminate any Plan.

List of Plans. Schedule 3.8 to this Agreement sets forth an accurate 3.11 hereto contains a correct and complete list of all each “employee benefit plans (plan”, as defined in Section 3(3) of ERISA, and each other employment, consulting, bonus or other incentive compensation, salary continuation during any absence from active employment for disability or other reasons, supplemental retirement, cafeteria benefit (Section 125 of the Employee Retirement Income Security Act Code) or dependent care (Section 129 of 1974, as amended (“ERISA”)the Code), each foreign benefit plansick pay, and all bonustuition assistance, incentiveclub membership, employee discount, employee loan, vacation pay, severance, deferred compensation, incentive, fringe benefit, perquisite, change in control, retention, stock option, stock purchase, restricted stock, stock appreciation rights, phantom stock rights, retiree medical or life insurance, supplemental retirement, nonqualified trusts, severance or other benefit planscompensatory plan, programs policy, agreement or arrangementsarrangement (including, and all terminationwithout limitation, severance any collective bargaining agreement) (i) that is currently, or other Contractshas been at any time in the three (3) prior calendar years, whether formal or informalmaintained, whether or not set forth in writing, whether covering one Person or more than one Person, and whether or not subject to any of the provisions of ERISA, which are or have been maintainedadministered, contributed to or sponsored required to be contributed to by the Company WGI or any Subsidiary, (ii) to which WGI or any Subsidiary is a party or has any Liability, or (iii) that covers any current or former officer, director, employee or independent contractor (or any of their dependents) of WGI, any Subsidiary or any ERISA Affiliate of WGI (collectively, the “WGI Plans”). WGI has made available to Parent (i) accurate and complete copies of all WGI Plan documents currently in effect or at any time in effect in the three (3) prior calendar years (and, in the absence of such documents, written descriptions) and all other material documents relating thereto, including (if applicable) all documents establishing or constituting any related trust, annuity contract, insurance contract or other funding instruments, and summary plan descriptions relating to said WGI Plans, (ii) accurate and complete copies of the most recent financial statements and actuarial reports with respect to all WGI Plans for which financial statements or actuarial reports are required or have been prepared, and (iii) accurate and complete copies of all annual reports and summary annual reports for all WGI Plans (for which annual reports are required) prepared for the three (3) most recent plan years. WGI has also made available to Parent complete copies of other current and material plan summaries, employee booklets, personnel manuals and other material documents or written materials (apart from routine forms and correspondence related to the WGI Plans) concerning the WGI Plans that are in possession of WGI, any Subsidiary or any ERISA Affiliate of WGI as of the date hereof. Except as provided in Schedule 3.11 hereto, neither WGI nor any Subsidiary nor any ERISA Affiliate of WGI has ever maintained or contributed to any “defined benefit plan” as defined in Section 3(35) of ERISA, nor do any of them have a current or contingent obligation to contribute to any “multiemployer plan” (as defined in Section 3.19.33(37) for of ERISA), or to any multiple employer plan within the benefit meaning of any current ERISA Section 210 or former employee of the Company Code Section 413(c), or any “multiple employer welfare arrangement,” as defined in ERISA Affiliate (each item listed on Schedule 3.8 being referred to herein individually, as a “Plan” and collectively, as the “Plans”Section 3(40). For purposes of this Agreement, “foreign benefit plan” means each material plan, program or agreement contributed to, sponsored or maintained by either the Company or any ERISA Affiliate or any other Person that is maintained outside of the United States, or that covers primarily employees residing or working outside of the United States, and which would be treated as a Plan had it been a material United States plan, program or agreement. The Company has delivered to the Purchaser, to the extent applicable, a complete and accurate copy of: (a) each written Plan and descriptions of any unwritten Plan (including all amendments thereto whether or not such amendments are currently effective); (b) each summary plan description and all summaries of material modifications relating to a Plan; (c) each trust agreement or other funding arrangement with respect to each Plan, including insurance contracts or other funding vehicles; (d) the three most recently filed IRS Forms 5500 relating to each Plan; (e) the most recently received favorable IRS opinion or determination letter for each Plan, if applicable; (f) the three most recently prepared actuarial reports and financial statements in connection with each Plan, if applicable; and (g) the most recent nondiscrimination test performed under the Code (including, without limitation 401(k) and 401(m)), if applicable. Neither the Seller nor the Company has expressly or impliedly made any commitment, whether legally enforceable or not, (i) to create or cause to exist any Plan not set forth on Schedule 3.8 or (ii) to modify, change or terminate any Plan.

List of Plans. Schedule 3.8 3.9 to this Agreement sets forth an accurate contains a true and complete list of all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), each foreign benefit plan, ) and all bonus, incentive, deferred compensation, stock option, restricted stock, stock appreciation rights, phantom stock rights, collective bargaining, retiree medical or life insurance, supplemental retirement, nonqualified trustsemployment, change in control, severance or other benefit plans, individual retirement programs or arrangements, and all termination, severance or other Contracts, whether formal and all other plans, agreements, benefit programs, policies or informal, whether or not set forth in writingother arrangements, whether covering one Person or more than one Person, and whether or not subject to any of the provisions of ERISA, whether formal or informal, whether oral or written, (x) which are or have been maintained, contributed to or sponsored by the Company or any ERISA Affiliate (as defined in Section 3.19.3) for the benefit of any current or former employee employee, director or consultant of the Company or (y) under which the Company has any ERISA Affiliate current or future liability (each item listed on Schedule 3.8 3.9 being referred to herein individually, as a “Plan” and collectively, as the “Plans”). For purposes of this Agreement, “foreign benefit plan” means each material plan, program or agreement contributed to, sponsored or maintained by either the Company or any ERISA Affiliate or any other Person that is maintained outside of the United States, or that covers primarily employees residing or working outside of the United States, and which would be treated as a Plan had it been a material United States plan, program or agreement. The Company has delivered to or made available for review by the PurchaserPurchaser or its representative, to the extent applicable, a complete and accurate copy of: (a) each written Plan and descriptions of any unwritten Plan (including all amendments thereto whether or not such amendments are currently effective); (b) each summary plan description and all summaries of material modifications relating to a Plan and other written communications concerning the Plan; (c) each trust agreement or other funding arrangement with respect to each Plan, including insurance contracts or other funding vehiclescontracts; (d) the three most recently filed IRS Forms Form 5500 relating to each PlanPlan and attached schedules; (e) the most recently received favorable IRS opinion or determination letter for each Plan, if applicable; and (f) the three most recently prepared actuarial reports and audited financial statements in connection with each Plan, if applicable; and (g) the most recent nondiscrimination test performed under the Code (including, without limitation 401(k) and 401(m)), if applicable. Neither the Seller nor the The Company has expressly or impliedly not made any commitment, whether legally enforceable or not, (i) to create or cause to exist any Plan not set forth on Schedule 3.8 3.9 or (ii) to modify, change or terminate any Plan.

List of Plans. Schedule 3.8 3.17 to this Agreement sets forth an accurate and complete list of all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), each foreign benefit plan, and all bonus, incentive, deferred compensation, stock option, restricted stock, stock appreciation rights, phantom stock rights, retiree medical or life insurance, supplemental retirement, nonqualified trusts, severance or other benefit plans, programs or arrangements, and all termination, severance or other Contracts, whether formal or informal, whether or not set forth in writing, whether covering one Person or more than one Person, and whether or not subject to any of the provisions of ERISA, which are or have been maintainedmaintained within the preceding three years, contributed to or sponsored by the Company or any ERISA Affiliate (as defined in Section 3.19.33.17.3) for the benefit of any current or former employee of the Company or any ERISA Affiliate (each item listed on Schedule 3.8 3.17 being referred to herein individually, as a “Plan” and collectively, as the “Plans”). For purposes of this Agreement, “foreign benefit plan” means each material plan, program or agreement contributed to, sponsored or maintained by either the Company or any ERISA Affiliate or any other Person that is maintained outside of the United States, or that covers primarily employees residing or working outside of the United States, and which would be treated as a Plan had it been a material United States plan, program or agreement. The Company has delivered to the Purchaser, to the extent applicable, a complete and accurate copy of: (a) each written Plan and descriptions of any unwritten Plan (including all amendments thereto whether or not such amendments are currently effective); (b) each summary plan description description, if any, and all summaries of material modifications relating to a Plan; (c) each trust agreement or other funding arrangement arrangement, if any, with respect to each Plan, including insurance contracts or other funding vehicles; (d) the three most recently filed IRS Forms 5500 5500, if applicable, relating to each Plan; (e) the most recently received favorable IRS opinion or determination letter for each Plan, if applicable; (f) the three most recently prepared actuarial reports and financial statements in connection with each Plan, if applicable; and (g) the most recent nondiscrimination test performed under the Code (including, without limitation 401(k) and 401(m)), if applicable). Neither the Seller nor Except as set forth on Schedule 3.17, the Company has not expressly or impliedly made any commitment, whether legally enforceable or not, (i) to create or cause to exist any Plan not set forth on Schedule 3.8 3.17 or (ii) to modify, change or terminate any Plan.

List of Plans. Schedule 3.8 to this Agreement sets forth an accurate and complete list of lists all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")), each foreign benefit plan, ) and all bonus, incentive, deferred compensation, stock option, restricted stock, stock appreciation rights, phantom stock rights, retiree medical or life insurance, supplemental retirement, nonqualified trusts, severance or other benefit plans, programs or arrangements, and all termination, severance or other Contracts, whether formal or informal, whether or not set forth in writing, whether covering one Person or more than one Person, and whether or not subject to any of the provisions of ERISA, which are or have been maintained, contributed to or sponsored by the Company or any ERISA Affiliate (as defined in Section 3.19.3) for the benefit of any current or former employee of the Company or any ERISA Affiliate (each item listed on Schedule 3.8 being referred to herein individually, as a “"Plan” " and collectively, as the “"Plans”"). For purposes of this Agreement, “foreign benefit plan” means each material plan, program or agreement contributed to, sponsored or maintained by either the Company or any ERISA Affiliate or any other Person that is maintained outside of the United States, or that covers primarily employees residing or working outside of the United States, and which would be treated as a Plan had it been a material United States plan, program or agreement. The Company Stockholder has delivered to the Purchaser, to the extent applicable, a complete and accurate copy of: (a) each written Plan and descriptions of any unwritten Plan (including all amendments thereto whether or not such amendments are currently effective); (b) each summary plan description and all summaries of material modifications relating to a Plan; (c) each trust agreement or other funding arrangement with respect to each Plan, including insurance contracts or other funding vehiclescontracts; (d) the three most recently filed IRS Forms Form 5500 relating to each Plan; (e) the most recently received favorable IRS opinion or determination letter for each Plan, if applicable; and (f) the three most recently prepared actuarial reports and financial statements in connection with each Plan, if applicable; and (g) the most recent nondiscrimination test performed under the Code (including, without limitation 401(k) and 401(m)), if applicable. Neither the Seller Stockholder nor the Company has expressly or impliedly made any commitment, whether legally enforceable or not, (i) to create or cause to exist any Plan not set forth on Schedule 3.8 or (ii) to modify, change or terminate any PlanPlan except as set forth on Schedule 3.8.

List of Plans. Schedule 3.8 to this Agreement sets forth an accurate and complete list of lists all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")), each foreign benefit plan, ) and all bonus, incentive, deferred compensationstock option, stock optionpurchase, restricted stock, stock appreciation rights, phantom stock rights, incentive compensation, deferred compensation, retiree medical or life insurance, supplemental retirement, nonqualified trusts, severance or other benefit plans, programs or arrangements, and all termination, severance or other Contracts, whether formal contracts or informal, whether or not set forth in writingagreements, whether covering one Person person or more than one Personperson, and whether or not subject to any of the provisions of ERISA, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or which are or have been maintained, contributed to or sponsored by the Company or any ERISA Affiliate (as defined in Section 3.19.3) Subsidiary for the benefit of any current or former employee employee, officer or director of the Company or any ERISA Affiliate Subsidiary (each aforementioned item listed or required to be listed on Schedule 3.8 being referred to herein individually, individually as a “"Plan” " and collectively, collectively as the “"Plans”"). For purposes of this Agreement, “foreign benefit plan” means each material plan, program or agreement contributed to, sponsored or maintained by either the Company or any ERISA Affiliate or any other Person that is maintained outside of the United States, or that covers primarily employees residing or working outside of the United States, and which would be treated as a Plan had it been a material United States plan, program or agreement. The Company has delivered to the Purchaser, to the extent applicable, Omnicom a complete and accurate copy of: of (a) each written Plan and descriptions of any unwritten Plan (including all amendments thereto whether or not such amendments are currently effective); , (b) each summary plan description and all summaries of material modifications relating to a Plan; (c) each trust agreement or other funding arrangement with respect to each Plan, including insurance contracts or other funding vehicles; contracts, (c) each summary plan description and summary of material modifications relating to a Plan, (d) the three most recently filed IRS Forms Form 5500 relating to each Plan; , (e) the most recently received favorable IRS opinion or determination letter for each Plan, if applicable; and (f) the three most recently prepared actuarial reports and financial statements statements, if applicable, in connection with each Plan. Except as set forth on Schedule 3.8, if applicable; and (g) the most recent nondiscrimination test performed under the Code (including, without limitation 401(k) and 401(m)), if applicable. Neither the Seller nor neither the Company nor any Subsidiary has expressly any express or impliedly made any implied commitment, whether legally enforceable or not, (ia) to create create, incur liability with respect to or cause to exist any Plan not set forth on Schedule 3.8 other employee benefit plan, program or arrangement, or (iib) to modify, change or terminate any Plan. The information reported on each such Form 5500 is accurate and true. To the best knowledge, information and belief of the Company, no event has occurred or condition exists that could adversely effect the results contained in such actuarial reports and financial statements. Such financial statements fairly represent the financial condition and results of operations of each Plan as of the dates of such statements, in accordance with generally accepted accounting principles and Department of Labor requirements.