Common use of Plans and Material Documents Clause in Contracts

Plans and Material Documents. Section 3.11 (a) of the Company Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, consulting, termination, severance or other contracts or agreements, whether legally enforceable or not, to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company or any Company Subsidiary, (ii) each employee benefit plan for which the Company or any Company Subsidiary could incur liability under section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Company Subsidiary could incur liability under section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings between the Company or any Company Subsidiary and any employee of the Company or any Company Subsidiary including, without limitation, any contracts, arrangements or understandings relating to a sale of the Company or any Company Subsidiary (collectively, the "Company Benefit Plans"). Except as disclosed in Section 3.11(a) of the Company Disclosure Schedule, each Company Benefit Plan is in writing and the Company has made available to Parent a true and complete copy of each Company Benefit Plan and a true and complete copy of each material document, if any, prepared in connection with each such Company Benefit Plan, including, without limitation, a copy of (i) each trust or other funding arrangement currently in effect, (ii) the current summary plan description and any subsequent summary of material modifications, (iii) the most recently filed Internal Revenue Service (the "IRS") Form 5500, (iv) the most recently received IRS determination letter for each such Company Benefit Plan and (v) the most recently prepared actuarial report and financial statement in connection with each such Company Benefit Plan. Except as disclosed in Section 3.11(a) of the Company Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary has any express or implied commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.11 (aSchedule 3.16(a) of the Company Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, consulting, termination, severance or other contracts or agreements, whether legally enforceable or not, to which ERC, the Company or LLC and any Company Subsidiary is a party, with respect to which ERC, the Company or LLC and any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by ERC, the Company or LLC and any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of ERC, the Company or LLC and any Company Subsidiary, (ii) each employee benefit plan for which ERC, the Company or LLC and any Company Subsidiary could incur liability under section Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which ERC, the Company or LLC and any Company Subsidiary could incur liability under section Section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings relating to employee benefit matters between ERC, the Company LLC and any Subsidiary or any Company Subsidiary of its Affiliates and any employee of ERC, the Company or LLC and any Company Subsidiary including, without limitation, any such contracts, arrangements or understandings relating to a sale of ERC, the Company or LLC and any Company Subsidiary (collectively, the "Company Benefit Plans"). Except as disclosed in Section 3.11(a) of the Company Disclosure Schedule, each Company Benefit Plan is in writing The LLC and the Company any Subsidiary has made available to Parent furnished Purchaser with a true and complete copy of each Company Benefit Plan and a true and complete copy of each material document, if any, document prepared in connection with each such Company Benefit Plan, Plan including, without limitation, (i) a copy of (i) each trust or other funding arrangement currently in effectarrangement, (ii) the current each summary plan description and any subsequent summary of material modifications, (iii) the most recently filed Internal Revenue Service (the "IRS") Form 5500, (iv) the most recently received IRS determination letter for each such Company Benefit Plan Plan, and (v) the most recently prepared actuarial report and financial statement in connection with each such Company Benefit Plan. Except as disclosed in Section 3.11(a) of the Company Disclosure ScheduleSchedule 3.16(a), there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which ERC, the Company or LLC and any Company Subsidiary is a party, with respect to which ERC, the Company or LLC and any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by ERC, the Company or LLC and any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of ERC, the Company or LLC and any Company Subsidiary. Neither Except as described in Schedule 3,16(a), ERC, the Company nor LLC and any Company Subsidiary has any no express or implied commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Internal Revenue Code of 1986, as amended (the "Code").

Plans and Material Documents. Section 3.11 (a3.17(a) of the Company Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, consulting, termination, severance or other contracts or agreements, whether legally enforceable or not, agreements to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company or any Company Subsidiary, (ii) each employee benefit plan for which the Company or any Company Subsidiary could incur liability under section Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Company Subsidiary could incur liability under section Section 4212(c) of ERISA ERISA, and (iv) any plans, programs, contracts, arrangements or understandings between the Company Seller or any Company Subsidiary of its Affiliates and any employee of the Company or any Company Subsidiary includingSubsidiary, without limitationincluding any plans, any programs, contracts, arrangements or understandings relating to a the sale of the Company or any Company Subsidiary (collectively, the "Company Benefit “Plans"”). Except as disclosed set forth in Section 3.11(a3.17(a) of the Company Disclosure Schedule, each Plan maintained or sponsored by the Company Benefit Plan or any Subsidiary (the “Company Plans”) is in writing and, except with respect to any Company Plan that is a Multiemployer Plan, the Seller has furnished to the Purchaser a complete and the Company has made available to Parent a true and complete accurate copy of each Company Benefit Plan and a true complete and complete accurate copy of each material document, if any, document prepared in connection with each such Company Benefit Plan, including, without limitation, including a copy of (iA) each trust or other funding arrangement currently in effectarrangement, (iiB) the current each summary plan description and any subsequent summary of material modifications, (iiiC) the most recently filed Internal Revenue Service (the "IRS") IRS Form 5500, (ivD) the most recently received IRS determination letter for each such Company Benefit Plan Plan, and (vE) the most recently prepared actuarial report and financial statement in connection with each such Company Benefit Plan. Except as disclosed in Section 3.11(a) None of the Company Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which and the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary Subsidiaries has any express or implied commitment, whether legally enforceable or not, (iI) to create, incur liability with respect to to, or cause to exist exist, any other employee benefit plan, program or arrangement, (iiII) to enter into any contract or agreement to provide compensation or benefits to any individual individual, or (iiiIII) to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.11 (a4.10(a) of the Company Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, consulting, termination, severance or other contracts or agreements, whether legally enforceable or not, to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company or any Company SubsidiaryCompany, (ii) each employee benefit plan for which the Company or any Company Subsidiary could incur liability under section Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Company Subsidiary could incur liability under section Section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings between the Company or any Company Subsidiary of its Affiliates and any employee of the Company or any Company Subsidiary including, without limitation, any contracts, arrangements or understandings relating to a the sale of the Company or any Company Subsidiary (collectively, the "Company Benefit Plans"). Except as disclosed in Section 3.11(a) of the Company Disclosure Schedule, each Company Benefit Each Plan is in writing and the Company has made available to furnished Parent with a true complete and complete accurate copy of each Company Benefit Plan and a true complete and complete accurate copy of each material document, if any, document prepared in connection with each such Company Benefit Plan, Plan including, without limitation, (i) a copy of (i) each trust or other funding arrangement currently in effectarrangement, (ii) the current each summary plan description and any subsequent summary of material modifications, (iii) the most recently filed Internal Revenue Service (the "IRS") IRS Form 5500, (iv) the most recently received IRS determination letter for each such Company Benefit Plan Plan, and (v) the most recently prepared actuarial report and financial statement in connection with each such Company Benefit Plan. Except as disclosed in on Section 3.11(a4.10(a) of the Company Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company. The Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary has does not have any express or implied commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.11 (aSchedule 4.12(a) of the Company Disclosure Schedule lists lists, as of the date hereof and as of the Closing Date, (i) all employee benefit plans (as defined in under Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, consulting, termination, severance or other contracts or agreements, whether legally enforceable or not, to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company or any Company SubsidiaryCompany, (ii) each employee benefit plan for which the Company or any Company Subsidiary could incur liability under section Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Company Subsidiary could incur liability under section Section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings between the Company or any Company Subsidiary and any employee of the Company or any Company Subsidiary its officers, including, without limitation, any contracts, arrangements or understandings relating to a the sale of the Company or any Company Subsidiary (collectively, items (i) through (iv) being referred to herein collectively as the "Company Benefit Plans"). Except as disclosed on Schedule 4.12(a), any employee deferred compensation, stock option, "phantom stock" or other similar types of plans previously in Section 3.11(a) effect have been terminated as of the Company Disclosure Schedule, each Company Benefit Closing Date. Each Plan is in writing and the Company a complete and accurate copy of each Plan set forth on Schedule 4.12(a) has been made available to Parent a true and complete copy of each Company Benefit Plan the Purchasers and a true complete and complete accurate copy of each material document, if any, document prepared in connection with each such Company Benefit Plan, Plan including, without limitation, (i) a copy of (i) each trust or other funding arrangement currently in effectarrangement, (ii) the current each summary plan description and any subsequent summary of material modifications, (iii) the most recently filed Internal Revenue Service (the "IRS") IRS Form 5500, (iv) the most recently received IRS determination letter for each such Company Benefit Plan Plan, and (v) the most recently prepared actuarial report and financial statement in connection with each such Company Benefit Plan, if applicable. Except as disclosed in Section 3.11(aon Schedule 4.12(a) of the Company Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company. The Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary has does not have any express or implied commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.11 (a3.11(a) of the Company Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical medical, disability or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, consulting, termination, severance or other contracts or agreements, whether legally enforceable or not, to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company or any Company SubsidiaryCompany, (ii) each employee benefit plan for which the Company or any Company Subsidiary could incur liability under section Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Company Subsidiary could incur liability under section Section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings between the Company or any Company Subsidiary of its affiliates and any employee of the Company or any Company Subsidiary including, without limitation, any contracts, arrangements or understandings relating to a the sale of the Company or any Company Subsidiary (collectively, the "Company Benefit Plans"). Except as disclosed in Section 3.11(a) of the Company Disclosure Schedule, each Company Benefit Each Plan is in writing and the Company has made available to furnished Parent with a true complete and complete accurate copy of each Company Benefit Plan and a true complete and complete accurate copy of each material document, if any, document prepared in connection with each such Company Benefit Plan, Plan including, without limitation, (i) a copy of (i) each trust or other funding arrangement currently in effectarrangement, (ii) the current each summary plan description and any subsequent summary of material modifications, (iii) the most recently filed Internal Revenue Service (the "IRS") IRS Form 5500, (iv) the most recently received IRS determination letter for each such Company Benefit Plan Plan, and (v) the most recently prepared actuarial report and financial statement in connection with each such Company Benefit Plan. Except as disclosed in on Section 3.11(a) of the Company Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company. The Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary has does not have any express or implied commitment, whether legally enforceable or not, commitment (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.11 (a3.21(a) of the Company Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, consulting, termination, severance or other contracts or agreements, whether legally enforceable or not, to which the any Acquired Company or any Company Subsidiary is a party, with respect to which the any Acquired Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the any Acquired Company or any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the any Acquired Company or any Company Subsidiary, (ii) each employee benefit plan for which the any Acquired Company or any Company Subsidiary could incur liability under section Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the any Acquired Company or any Company Subsidiary could incur liability under section Section 4212(c) of ERISA ERISA, and (iv) any contracts, arrangements or understandings between the Company Sellers or any Company Subsidiary of their Affiliates and any employee of the any Acquired Company or any Company Subsidiary includingSubsidiary, without limitation, including any contracts, arrangements or understandings relating to a the sale of the Company or any Company Subsidiary Acquired Companies (collectively, the "Company Benefit “Plans"”). Except as disclosed set forth in Section 3.11(a3.21(a) of the Company Disclosure Schedule, each Company Benefit Plan is in writing and, except with respect to any Plan that is a Multiemployer Plan, the Sellers have furnished to the Purchaser a complete and the Company has made available to Parent a true and complete accurate copy of each Company Benefit Plan and a true complete and complete accurate copy of each material document, if any, document prepared in connection with each such Company Benefit Plan, including, without limitation, including a copy of (iA) each trust or other funding arrangement currently in effectarrangement, (iiB) the current each summary plan description and any subsequent summary of material modifications, (iiiC) the most recently filed Internal Revenue Service (the "IRS") IRS Form 5500, (ivD) the most recently received IRS determination letter for each such Company Benefit Plan Plan, and (vE) the most recently prepared actuarial report and financial statement in connection with each such Company Benefit Plan. Except as disclosed in Section 3.11(a) of the Company Disclosure Schedule, there There are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the any Acquired Company or any Company Subsidiary is a party, with respect to which the any Acquired Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the any Acquired Company or any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the any Acquired Company or any Company Subsidiary. Neither the No Acquired Company nor any Company or Subsidiary has any express or implied commitment, whether legally enforceable or not, (iI) to create, incur liability with respect to to, or cause to exist exist, any other employee benefit plan, program or arrangement, (iiII) to enter into any contract or agreement to provide compensation or benefits to any individual individual, or (iiiIII) to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.11 (a3.10(a) of the Company Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirementexecutive retirement plans and excess benefit plan, severance or other benefit plans, programs programs, trusts, or arrangements, and all employment, consulting, termination, severance severance, compensation or other contracts or agreements, whether legally enforceable or not, to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company or any Company Subsidiary, (ii) each employee benefit plan for which the Company or any Company Subsidiary could incur liability under section Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Company Subsidiary could incur liability under section Section 4212(c) of ERISA and (iv) any material contracts, arrangements or understandings or any change of control arrangements between the Company or any Company Material Subsidiary and any employee of the Company or any Company Material Subsidiary including, without limitation, any contracts, arrangements or understandings relating to a sale of the Company or any Company Material Subsidiary (collectively, the "Company Benefit Plans"). Except as disclosed in Section 3.11(a) of the Company Disclosure Schedule, each Company Benefit Each Plan is in writing and the Company has made available to Parent the Purchaser a true and complete copy of each Company Benefit Plan and a true and complete copy of each material document, if any, prepared in connection with each such Company Benefit Plan, including, without limitation, (i) a copy of (i) each trust or other funding arrangement currently in effectarrangement, (ii) the current each summary plan description and any subsequent summary of material modifications, (iii) the most recently filed Internal Revenue Service (the "IRS") Form 5500, (iv) the most recently received IRS determination letter for each such Company Benefit Plan Plan, and (v) the most recently prepared actuarial report and financial statement in connection with each such Company Benefit Plan. Except as disclosed in Section 3.11(a) of the Company Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary has any express or implied commitment, whether legally enforceable or not, (i) to create, create or incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Internal Revenue Code of 1986, as amended through the date hereof (the "Code").

Plans and Material Documents. Section 3.11 (a3.19(a) of the Company Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, consulting, termination, severance or other contracts or agreements, whether legally enforceable or not, to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company or any Company SubsidiaryCompany, (ii) each employee benefit plan for which the Company or any Company Subsidiary could incur liability under section Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Company Subsidiary could incur liability under section Section 4212(c) of ERISA ERISA, and (iv) any contracts, arrangements or understandings between the Company any Seller or any Company Subsidiary of its Affiliates and any employee of the Company or any Company Subsidiary includingCompany, without limitation, including any contracts, arrangements or understandings relating to a the sale of the Company or any Company Subsidiary (collectively, the "Company Benefit Plans"). Except as disclosed in Section 3.11(a) of the Company Disclosure Schedule, each Company Benefit Each Plan is in writing writing, and the Company has made available Sellers have furnished to Parent the Purchaser a true complete and complete accurate copy of each Company Benefit Plan and a true complete and complete accurate copy of each material document, if any, document prepared in connection with each such Company Benefit Plan, including, without limitation, including a copy of (iA) each trust or other funding arrangement currently in effectarrangement, (iiB) the current each summary plan description and any subsequent summary of material modifications, (iiiC) the most recently filed Internal Revenue Service (the "IRS") IRS Form 5500, (ivD) the most recently received IRS determination letter for each such Company Benefit Plan Plan, and (vE) the most recently prepared actuarial report and financial statement in connection with each such Company Benefit Plan. Except as disclosed in Section 3.11(a) of the Company Disclosure Schedule, there There are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company. The Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary has does not have any express or implied commitment, whether legally enforceable or not, (i1) to create, incur liability with respect to to, or cause to exist exist, any other employee benefit plan, program or arrangement, (ii2) to enter into any contract or agreement to provide compensation or benefits to any individual individual, or (iii3) to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.11 (a3.22(a) of the Company Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, consulting, termination, severance or other contracts or agreements, whether legally enforceable or not, to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company or any Company Subsidiary(other than offer of employment letters relating to employment at-will relationships), (ii) each employee benefit plan for which the Company or any Company Subsidiary could incur liability under section Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Company Subsidiary could incur liability under section Section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings (other than offer of employment letters relating to employment-at-will relationships) between the Company or any Company Subsidiary Seller and any employee of the Company or any Company Subsidiary Company, including, without limitation, any contracts, arrangements or understandings relating to a the sale of the Company or any Company Subsidiary (collectively, the "Company Benefit Plans"). Except as disclosed set forth in Section 3.11(a3.22(a) of the Company Disclosure Schedule, each Company Benefit Plan is in writing and the Company has made available to Parent Sellers have furnished the Purchaser with a true complete and complete accurate copy of each Company Benefit Plan and a true complete and complete accurate copy of each material document, if any, document prepared in connection with each such Company Benefit Plan, Plan including, without limitation, (i) a copy of (i) each trust or other funding arrangement currently in effectarrangement, (ii) the current each summary plan description and any subsequent summary of material modifications, (iii) the most recently filed Internal Revenue Service (the "IRS") IRS Form 5500, (iv) the most recently received IRS determination letter for each such Company Benefit Plan Plan, and (v) the most recently prepared actuarial report and financial statement in connection with each such Company Benefit Plan. Except as disclosed in on Section 3.11(a3.22(a) of the Company Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company. The Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary has does not have any express or implied commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.11 (a3.20(a) of the Company Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) and all bonus, stock option, stock purchase, restricted stockstock or other equity-based awards, incentive, deferred compensation, vacation, disability, death benefit, hospitalization, medical fringe benefit, excess benefit, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, consultingtermination, terminationchange of control, severance or other contracts or agreements, whether formal or informal, whether in writing or not, whether legally enforceable or not, to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation obligation, contingent or otherwise (including, but not limited to, any contingent liability under Section 4069 of ERISA), or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, consultantofficer, officer independent contractor or director of the Company or any Company Subsidiary, (ii) each employee benefit plan for which the Company or any Company Subsidiary could incur liability under section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Company Subsidiary could incur liability under section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings between the Company or any Company Subsidiary and any employee of the Company or any Company Subsidiary including, without limitation, any contracts, arrangements or understandings relating to a sale of the Company or any Company Subsidiary (collectively, the "Company Benefit “Plans"”). Except as disclosed in Section 3.11(a) of The Sellers have furnished to the Company Disclosure Schedule, each Company Benefit Plan is in writing Purchaser a complete and the Company has made available to Parent a true and complete accurate copy of each Company Benefit Plan and a true and complete copy each document material to the operation of each material documentPlan (or, if any, prepared in connection with each such Company Benefit Plan, including, without limitationany unwritten Plans, a detailed description thereof) and, as applicable, a complete and accurate copy of (i) each trust or other funding arrangement currently in effectarrangement, (ii) the current each summary plan description and any subsequent summary of material modifications, (iii) the most recently filed Internal Revenue Service (the "IRS") IRS Form 5500, (iv) the most recently received IRS determination letter for each such Company Benefit Plan Plan, and (v) the most recently prepared actuarial report and financial statement in connection with each such Company Benefit Plan. Except as disclosed The Sellers have delivered or made available to the Purchaser accurate and complete copies of all currently effective employee manuals and handbooks, disclosure materials, policy statements and documents used by in Section 3.11(athe administration of personnel policies and other documents relating to the employment of (or benefits available to) current and former employees of the Company. The Company Disclosure Schedule, there are has no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary has any express or implied commitment, whether legally enforceable or not, to (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual individual, or (iii) to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.11 (a4.23(a) of the Company Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, consulting, termination, severance or other contracts or agreements, whether legally enforceable or not, to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company or any Company Subsidiary(other than offer of employment letters relating to employment-at-will relationships), (ii) each employee benefit plan for which the Company or any Company Subsidiary could incur liability under section Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Company Subsidiary could incur liability under section Section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings (other than offer of employment letters relating to employment-at-will relationships) between the Company or any Company Subsidiary Stockholder and any employee of the Company or any Company Subsidiary Company, including, without limitation, any contracts, arrangements or understandings relating to a the sale of the Company or any Company Subsidiary (collectively, the "Company Benefit Plans"). Except as disclosed set forth in Section 3.11(a4.23(a) of the Company Disclosure Schedule, each Company Benefit Plan is in writing and the Company has made available to furnished Parent with a true complete and complete accurate copy of each Company Benefit Plan and a true complete and complete accurate copy of each material document, if any, document prepared in connection with each such Company Benefit Plan, Plan including, without limitation, (i) a copy of (i) each trust or other funding arrangement currently in effectarrangement, (ii) the current each summary plan description and any subsequent summary of material modifications, (iii) the most recently filed Internal Revenue Service (the "IRS") Form 5500, (iv) the most recently received IRS determination letter for each such Company Benefit Plan Plan, and (v) the most recently prepared actuarial report and financial statement in connection with each such Company Benefit Plan. Except as disclosed in on Section 3.11(a4.23(a) of the Company Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company. The Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary has does not have any express or implied commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.11 (a) of the Company Sellers' Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, pension, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, consulting, termination, severance or other contracts or agreements, whether legally enforceable or not, to which the Company Partnership or any Company Subsidiary is a party, with respect to which the Company Partnership or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company Partnership or any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company Partnership or any Company Subsidiary, (ii) each employee benefit plan for which the Company Partnership or any Company Subsidiary could incur liability under section Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company Partnership or any Company Subsidiary could incur liability under section Section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings between the Company Sellers or any Company Subsidiary of its Affiliates and any employee of the Company Partnership or of any Company Subsidiary Subsidiary, including, without limitation, any contracts, arrangements or understandings relating to a the sale of the Company or any Company Subsidiary Partnership (collectively, the "Company Benefit Plans"). Except as disclosed in Section 3.11(a3.16(a) of the Company Sellers' Disclosure Schedule, each Company Benefit Plan is in writing and the Company has made available to Parent Entities and the Sellers have furnished the Purchaser with a true complete and complete accurate copy of each Company Benefit Plan and a true complete and complete accurate copy of each material document, if any, document prepared in connection with each such Company Benefit Plan, Plan including, without limitation, (i) a copy of (i) each trust or other funding arrangement currently in effectarrangement, (ii) the current each summary plan description and any subsequent summary of material modifications, (iii) the most recently filed Internal Revenue Service (the "IRS") IRS Form 5500, (iv) the most recently received IRS determination letter for each such Company Benefit Plan Plan, and (v) the most recently prepared actuarial report and financial statement in connection with each such Company Benefit Plan. Except as disclosed in Section 3.11(a) of the Company Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary has any express or implied commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.11 (a) of the Company Sellers' Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, pension, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, consulting, termination, severance or other contracts or agreements, whether legally enforceable or not, to which the Company Partnership or any Company Subsidiary is a party, with respect to which the Company Partnership or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company Partnership or any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company Partnership or any Company Subsidiary, (ii) each employee benefit plan for which the Company Partnership or any Company Subsidiary could incur liability under section Section 4069 of ERISA in the event such plan has 31 26 been or were to be terminated, (iii) any plan in respect of which the Company Partnership or any Company Subsidiary could incur liability under section Section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings between the Company Sellers or any Company Subsidiary of its Affiliates and any employee of the Company Partnership or of any Company Subsidiary Subsidiary, including, without limitation, any contracts, arrangements or understandings relating to a the sale of the Company or any Company Subsidiary Partnership (collectively, the "Company Benefit Plans"). Except as disclosed in Section 3.11(a) of the Company Sellers' Disclosure Schedule, each Company Benefit Plan is in writing and the Company has made available to Parent Entities and the Sellers have furnished the Purchaser with a true complete and complete accurate copy of each Company Benefit Plan and a true complete and complete accurate copy of each material document, if any, document prepared in connection with each such Company Benefit Plan, Plan including, without limitation, (i) a copy of (i) each trust or other funding arrangement currently in effectarrangement, (ii) the current each summary plan description and any subsequent summary of material modifications, (iii) the most recently filed Internal Revenue Service (the "IRS") IRS Form 5500, (iv) the most recently received IRS determination letter for each such Company Benefit Plan Plan, and (v) the most recently prepared actuarial report and financial statement in connection with each such Company Benefit Plan. Except as disclosed in Section 3.11(a) of the Company Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary has any express or implied commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.11 (a3.11(a) of the Company Disclosure Schedule lists (i) all employee benefit plans (as defined in Section section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, consulting, termination, severance or other contracts or agreements, whether legally enforceable or not, to which the Company or any the Company Subsidiary is a party, with respect to which the Company or any the Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any the Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company or any the Company Subsidiary, (ii) each employee benefit plan for which the Company or any the Company Subsidiary could incur liability under section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any the Company Subsidiary could incur liability under section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings between the Company or any the Company Subsidiary or any of their affiliates and any employee of the Company or any the Company Subsidiary including, without limitation, any contracts, arrangements or understandings relating to a sale of the Company, the Company Subsidiary or any Company Former Subsidiary (collectively, the "“Company Benefit Plans"”). Except as disclosed in Section 3.11(a) of the Company Disclosure Schedule, each Each Company Benefit Plan is in writing and the Company has made available to furnished the Parent with a true and complete copy of each Company Benefit Plan and has delivered to Parent a true and complete copy of each material document, if any, prepared in connection with each such Company Benefit Plan, including, without limitation, a copy of (i) each trust or other funding arrangement currently in effectarrangement, (ii) the current each summary plan description and any subsequent summary of material modifications, (iii) the most recently filed Internal Revenue Service (the "“IRS"”) Form 5500, (iv) the most recently received IRS determination letter for each such Company Benefit Plan and (v) the most recently prepared actuarial report and financial statement in connection with each such Company Benefit Plan. Except as disclosed in Section 3.11(a) of the Company Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any the Company Subsidiary is a party, with respect to which the Company or any the Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any the Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company, the Company Subsidiary or any Company Former Subsidiary. Neither Except as disclosed in Section 3.11(a) of the Company Disclosure Schedule, neither the Company nor any the Company Subsidiary has any express or implied commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any other contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the CodeCode or as required by this Agreement.

Plans and Material Documents. Section 3.11 (a3.24(a) of the Company Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, consulting, termination, severance or other contracts or agreements, whether legally enforceable or not, to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company or any Company Subsidiary, (ii) each employee benefit plan for which the Company or any Company Subsidiary could incur liability under section Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Company Subsidiary could incur liability under section Section 4212(c) of ERISA ERISA, and (iv) any contracts, arrangements or understandings between the Company or any Company Subsidiary of its Affiliates and any employee of the Company or of any Company Subsidiary includingSubsidiary, without limitation, including any contracts, arrangements or understandings relating to a the sale of the Company or any Company Subsidiary (collectively, the "Company Benefit Plans"). Except as disclosed in Section 3.11(a) of the Company Disclosure Schedule, each Company Benefit Plan is in writing and the The Company has made available furnished to Parent a true complete and complete accurate copy of each Company Benefit written Plan (along with a written summary of those Plans not in writing) and a true and complete copy of each material document, if any, prepared in connection with each such Company Benefit Plan, including, without limitation, a copy of (i) each trust or other funding arrangement currently in effectarrangement, (ii) the current most recent summary plan description and any subsequent summary of material modificationsmodifications for each Plan, if applicable, (iii) the most recently filed Internal Revenue Service (the "IRS") IRS Form 5500, (iv) the most recently received IRS determination letter for each such Company Benefit Plan Plan, and (v) the most recently prepared actuarial report and financial statement in connection with each such Company Benefit Plan. Except as disclosed in Section 3.11(a) of the Company Disclosure Schedule, there There are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary has any express or implied commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual individual, or (iii) to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA ERISA, the Code or the Codeother applicable Law.