Common use of Parent Plans Clause in Contracts

Parent Plans. Schedule 4.10 of the Parent Disclosure Schedule lists all the Parent Plans. True, correct and complete copies of each Parent Plan and each material document prepared in connection with each Parent Plan has been provided by Parent to the Company prior to the date hereof. Except as set forth in Schedule 4.10 of the Parent Disclosure Schedule: (i) none of the Parent Plans is a multiemployer plan within the meaning of ERISA; (ii) except as required by COBRA, none of the Parent Plans promises or provides retiree medical or life insurance benefits to any Person; (iii) each Parent Plan intended to be qualified under Section 401(a) of the Code, has received a favorable determination letter from the Internal Revenue Service that it is so qualified and nothing has occurred since the date of such letter to affect the qualified status of such Parent Plan; (iv) none of the Parent Plans promises or provides severance benefits or benefits contingent upon a change in ownership or control, within the meaning of Section 280G of the Code; (v) each Parent Plan has been operated in all material respects in accordance with its terms and the requirements of applicable law; (vi) with respect to each Parent Plan subject to Title IV of ERISA, the aggregate accumulated benefit obligations of such Parent Plan (as of the date of the most recent actuarial valuation prepared for such Parent Plan) do not exceed the fair market value of the assets of such Parent Plan (as of the date of such valuation); (vii) neither Parent nor any Parent Sub has incurred any direct or indirect liability under, arising out of or by operation of Title IV of ERISA in connection with the termination of, or withdrawal from, any Parent Plan or other retirement plan or arrangement, and no fact or event exists that could give rise to any such liability; and (viii) Parent and the Parent Subs have not incurred any liability under, and have complied in all material respects with, the WARN Act, and no fact or event exists that could give rise to liability under such act.