Common use of Plans and Material Documents Clause in Contracts

Plans and Material Documents. Section 3.25(a) of the 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, termination, severance, change in control or other contracts or agreements to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or that are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Subsidiary, (ii) each employee benefit plan for which the Company or any 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 Subsidiary could incur liability under Section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings between any Stockholder or any Affiliate of any Stockholder and any employee of the Company or of any Subsidiary, including, without limitation, any contracts, arrangements or understandings relating to the sale of the Company (collectively, the "Plans"). Each Plan is in writing and the Company has made available to the Purchaser a complete and accurate copy of each Plan. The Company shall make available to the Purchaser within three (3) Business Days after the date hereof a complete and accurate copy of each material document prepared in connection with each such Plan including, without limitation, (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed IRS Form 5500, (iv) the most recently received IRS determination letter for each such Plan and (v) the most recently prepared actuarial report and financial statement in connection with each such Plan. Except as set forth in Section 3.25(a) of the 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 Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or that are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Subsidiary. Neither the Company nor any Subsidiary has any express or implied 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 Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.25(a4.18(a) of the Disclosure Schedule lists (i) all current employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all current bonus, stock option, stock purchase, restricted stock, incentive, retention, change of control, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employmentemployment or consulting agreements or contracts (other than those (x) covering those individuals providing services outside the United States and (y) providing for notice periods of less than six (6) months), termination, severance, change in control severance or other similar contracts or agreements agreements, to which the Company Discovery or any Subsidiary of its Subsidiaries is a party, with respect to which the Company Discovery or any Subsidiary of its Subsidiaries has any obligation or that which are maintained, contributed to or sponsored by the Company Discovery or any Subsidiary of its Subsidiaries for the benefit of any current or former employee, consultant, officer or director of Discovery who performs and is expected to perform services related to the Company operation of the FoundryCo Assets (other than through the Transition Services Agreement), the Transferred FoundryCo Subsidiaries or any Subsidiarythe Transferred FoundryCo JV Entities (each, a “FoundryCo Employee”), (ii) each employee benefit plan for which the Company Discovery or any Subsidiary of its Subsidiaries 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 Discovery or any Subsidiary of its Subsidiaries could incur liability under Section 4212(c) of ERISA ERISA, and (iv) any contracts, arrangements or understandings between any Stockholder Discovery or any Affiliate of any Stockholder its Affiliates and any employee of the Company Discovery or any of any Subsidiary, including, without limitation, any contracts, arrangements or understandings its Subsidiaries relating to the sale of the Company FoundryCo Assets (collectively, the "“Plans"”). Each Plan is in writing and the Company Discovery has made available to the Purchaser Oyster a complete and accurate copy of each Plan. The Company shall make available to the Purchaser within three (3) Business Days after the date hereof Plan and a complete and accurate copy of each material document prepared in connection with each such Plan Plan, including, without limitationto the extent applicable, (i) a copy of (I) each trust or other funding arrangement, (iiII) each summary plan description and summary of material modifications, (iiiIII) the most recently filed IRS Form 5500, (ivIV) the most recently received IRS determination letter for each such Plan Plan, and (vV) the most recently prepared actuarial report and financial statement in connection with each such Plan. Except as set forth in Section 3.25(a) of the 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 Discovery or any Subsidiary of its Subsidiaries is a party, with respect to which the Company Discovery or any Subsidiary of its Subsidiaries has any obligation or that which are maintained, contributed to or sponsored by the Company Discovery or any Subsidiary of its Subsidiaries for the benefit of any current or former employee, officer or director of the Company or any SubsidiaryTransferred Employee. Neither the Company Discovery nor any Subsidiary of its Subsidiaries has any express or implied commitment commitment, (i1) to create, incur liability with respect to to, or cause to exist exist, any other employee benefit plan, program or arrangementarrangement with respect to any FoundryCo Employee, (ii2) to enter into any contract or agreement to provide compensation or benefits to any individual FoundryCo Employee, or (iii3) to modify, change or terminate any PlanPlan with respect to any FoundryCo Employee, other than in the ordinary course of business or with respect to a modification, change or termination required by ERISA ERISA, the Code or the Codeother similar Law.

Plans and Material Documents. Section 3.25(a3.19(a) of the 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 material 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, termination, severance, change in control severance or other contracts or agreements to which the Company or any Subsidiary Seller is a party, with respect to which the Company or any Subsidiary Seller has any obligation or that which are maintained, contributed to or sponsored by the Company or any Subsidiary Seller for the benefit of any current or former employee, officer or director of the Company Seller who performs or any Subsidiaryperformed services with the Business, (ii) each employee benefit plan for which the Company or any Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any material plan in respect of which the Company or any Subsidiary Seller could incur liability under Section 4212(c) of ERISA ERISA, and (iviii) any contracts, arrangements or understandings between any Stockholder the Seller or any Affiliate of any Stockholder its Affiliates and any employee of the Company or of any SubsidiarySeller, including, without limitation, including any contracts, arrangements or understandings relating to the sale of the Company Purchased Assets (collectively, the "“Plans"”). Each Plan is in writing and and, with respect to each Plan in which persons employed in the Company Business currently participate, the Seller has made available furnished to the Purchaser a complete and accurate copy of each Plan. The Company shall make available Plan and, with respect to the Purchaser within three (3) Business Days after the date hereof Seller’s Hourly Pension Plan, a complete and accurate copy of each material document prepared in connection with each such Plan includingPlan, without limitation, (i) including a copy of (I) each trust or other funding arrangement, (iiII) each summary plan description and summary of material modifications, (iiiIII) the most recently filed IRS Form 5500, (ivIV) the most recently received IRS determination letter for each such Plan Plan, and (vV) the most recently prepared actuarial report and financial statement in connection with each such Plan. Except as set forth in Section 3.25(a) of With respect to employees covered by a collective bargaining agreement, the Disclosure Schedule, there are Seller has no other employee benefit plans, programs, arrangements express or agreementsimplied commitment, whether formal or informal, whether in writing legally enforceable or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or that are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Subsidiary. Neither the Company nor any Subsidiary has any express or implied commitment (i1) to create, incur liability with respect to to, or cause to exist exist, any other employee benefit plan, program or arrangementarrangement that would be a Plan if it were established, (ii2) to enter into any contract or agreement to provide compensation or benefits to any individual who performed or performs services with the Business, or (iii3) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.25(a3.21(a) of the 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, termination, severance, change in control severance or other contracts or agreements agreements, whether legally enforceable or not, to which the Company or any Subsidiary Seller is a party, with respect to which the Company or any Subsidiary Seller has any obligation or that which are maintained, contributed to or sponsored by the Company or any Subsidiary Seller, in each case, for the benefit of any current or former employee, officer or director of the Company or any SubsidiaryBusiness, (ii) each employee benefit plan for which the Company or any Subsidiary Seller 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 Subsidiary Seller could incur liability under Section 4212(c) of ERISA ERISA, and (iv) any contracts, arrangements or understandings between any Stockholder the Seller or any Affiliate of any Stockholder its Affiliates and any employee of the Company or of any SubsidiaryBusiness, including, without limitation, including any contracts, arrangements or understandings relating to the sale of the Company Purchased Assets (collectively, the "“Plans"”); provided, that there shall be no obligation to list in Section 3.21(a) of the Disclosure Schedule any Plan that is not material. Each Plan is in writing and the Company The Seller has made available furnished to the Purchaser a complete and accurate copy of each Plan. The Company shall make available to the Purchaser within three (3) Business Days after the date hereof Plan that is in writing and a complete and accurate copy of each material document prepared in connection with each such Plan includingPlan, without limitation, including a copy of (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed IRS Form 5500, (iv) the most recently received IRS determination letter for each such Plan Plan, and (v) the most recently prepared actuarial report and financial statement in connection with each such Plan. Except as set forth in Section 3.25(a3.21(a) of the Disclosure ScheduleSchedule or as permitted to be excluded from the definition of Plan, 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 Subsidiary Seller is a party, with respect to which the Company or any Subsidiary Seller has any obligation or that which are maintained, contributed to or sponsored by the Company or any Subsidiary Seller, in each case, for the benefit of any current or former employee, officer or director of the Company or any SubsidiaryBusiness. Neither the Company nor any Subsidiary The Seller has any no express or implied commitment commitment, whether legally enforceable or not, to (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 individual, or (iii) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Code, in each of the foregoing cases, for the benefit of any current or former employee, officer or director of the Business.

Plans and Material Documents. Section 3.25(a3.18(a) of the 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 1974 ("“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, termination, severance, change in control retention, or other similar contracts or agreements agreements, to which the Company Seller or any Subsidiary of its Affiliates is a party, with respect to which the Company Seller or any Subsidiary of its Affiliates has any obligation or that which are maintained, contributed to or sponsored by the Company Seller or any Subsidiary of its Affiliates for the benefit of any current or former employee, officer or director of the Company Seller who performs or any Subsidiaryperformed services primarily with the Business, (ii) each employee benefit plan plans for which the Company or any Subsidiary Seller could incur liability Liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, and (iii) any plan employee benefit plans in respect of which the Company or any Subsidiary Seller could incur liability Liability under Section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings between any Stockholder or any Affiliate of any Stockholder and any employee of the Company or of any Subsidiary, including, without limitation, any contracts, arrangements or understandings relating to the sale of the Company (collectively, the "“Plans"”). Each Plan is in writing and the Company Seller has furnished or made available to the Purchaser a complete and accurate copy of each Plan. The Company shall make available to Plan (or a written description if the Purchaser within three (3) Business Days after the date hereof a complete and accurate copy of each material document prepared Plan is not in connection with each such Plan includingwriting), without limitation, (i) including a copy of (v) each trust or other funding arrangement, (iiw) each summary plan description and summary of material modifications, (iiix) the most recently filed IRS Form 55005500 including all schedules thereto, (ivy) the most recently received IRS determination letter for each such Plan Plan, and (vz) the most recently prepared actuarial report and financial statement in connection with each such Plan. Except as set forth in Section 3.25(a) of the 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 Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or that are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Subsidiary. Neither the Company Seller nor any Subsidiary of its Affiliates has any express or implied commitment commitment, (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 Plan, other than with respect to a modification, change or termination required by ERISA or the Codeapplicable Law.

Plans and Material Documents. Section 3.25(a3.24(a) of the 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, termination, severance, change in control severance or other contracts or agreements agreements, whether legally enforceable or not, to which the Company Seller or any Subsidiary is a party, with respect to which the Company Seller or any Subsidiary has any obligation or that which are maintained, contributed to or sponsored by the Company Seller or any Subsidiary for the benefit of any current or former employee, officer or director of the Company Seller or any Subsidiary, (ii) each employee benefit plan for which the Company Seller or any 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 Seller or any Subsidiary could incur liability under Section 4212(c) of ERISA ERISA, and (iv) any contracts, arrangements or understandings between any Stockholder the Seller or any Affiliate of any Stockholder its Affiliates and any employee of the Company Seller or of any Subsidiary, including, without limitation, any contracts, arrangements or understandings relating to the sale of the Company Seller (collectively, the "Plans"). Each Plan is in writing and the Company Seller has made available furnished to the Purchaser a complete and accurate copy of each Plan. The Company shall make available to the Purchaser within three (3) Business Days after the date hereof Plan and a complete and accurate copy of each material document prepared in connection with each such Plan Plan, including, without limitation, a copy of (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed IRS Form 5500, if applicable, (iv) if such Plan is intended to be qualified under Section 401(a) of the Code, the most recently received IRS determination letter for each such Plan Plan, and (v) the most recently prepared actuarial report and financial statement in connection with each such PlanPlan if applicable. Except as set forth in Section 3.25(a) of the 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 Seller or any Subsidiary is a party, with respect to which the Company Seller or any Subsidiary has any obligation or that which are maintained, contributed to or sponsored by the Company Seller or any Subsidiary for the benefit of any current or former employee, officer or director of the Company Seller or any Subsidiary. Neither the Company Seller nor any Subsidiary has any express or implied commitment 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 Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.25(a3.17(a) of the Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974ERISA), as amended ("whether or not subject to 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, termination, severance, change in control severance or other contracts or agreements agreements, to which the Company or any Subsidiary Seller is a party, with respect to which the Company or any Subsidiary Seller has any obligation or that which are maintained, contributed to or sponsored by the Company or any Subsidiary Seller for the benefit of any current or former employee, officer or director of the Company or any SubsidiaryBusiness, (ii) each employee benefit plan for which the Company Seller or any Subsidiary of its ERISA Affiliates 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 Seller or any Subsidiary of its ERISA Affiliates could incur liability under Section 4212(c) of ERISA and (iv) any contractsContracts between the Seller, arrangements or understandings between any Stockholder or any Affiliate of any Stockholder its Affiliates, and any employee of the Company or of any Subsidiary, including, without limitation, any contracts, arrangements or understandings relating to the sale of the Company Transferred Employee (collectively, the "“Plans"”), separately identifying with an asterisk each Plan or any portion thereof for which assets or Liabilities will transfer to the Purchaser or its Affiliates pursuant to Article VI or by operation of Law (collectively, the “Assumed Plans”). Each Neither the Seller nor any of its current or former ERISA Affiliates has maintained, established, sponsored, participated in or contributed to any Multiemployer Plan is in writing and related to the Company Business. The Seller has made available to the Purchaser a true and complete and accurate copy (or, where no document exists, a summary) of each Plan in which Business Employees participate, including all amendments thereto. With respect to each Assumed Plan. The Company shall make , the Seller has made available to the Purchaser within three (3A) Business Days after the date hereof a complete and accurate copy of each material document prepared in connection with each such Plan including, without limitation, (i) a copy of each any related trust agreement or other funding arrangementinstrument, (ii) each summary plan description and summary of material modifications, (iiiB) the most recently filed recent IRS Form 5500(or other Governmental Authority) favorable determination letter, (ivC) any summary plan description, (D) the most recently received IRS determination letter for each such Plan current actuarial report and (vE) the most recently prepared actuarial report recent Form 5500 (or other annual report) and financial statement in connection with each such Planattached schedules. Except as set forth in Section 3.25(a) Each of the Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, Plans is subject only to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or that are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director Laws of the Company United States or any Subsidiary. Neither the Company nor any Subsidiary has any express or implied 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 Plan, other than with respect to a modification, change or termination required by ERISA or the Codepolitical subdivision thereof.

Plans and Material Documents. Section 3.25(a3.21(a) of the 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, termination, severance, change in control severance or other contracts or agreements agreements, whether legally enforceable or not, to which the Company or any Subsidiary Seller is a party, with respect to which the Company or any Subsidiary Seller has any obligation or that which are maintained, contributed to or sponsored by the Company or any Subsidiary Seller, in each case, for the benefit of any current or former employee, officer or director of the Company or any SubsidiaryBusiness, (ii) each employee benefit plan for which the Company or any Subsidiary Seller 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 Subsidiary Seller could incur liability under Section 4212(c) of ERISA ERISA, and (iv) any contracts, arrangements or understandings between any Stockholder the Seller or any Affiliate of any Stockholder its Affiliates and any employee of the Company or of any SubsidiaryBusiness, including, without limitation, including any contracts, arrangements or understandings relating to the sale of the Company Purchased Assets (collectively, the "Plans"); provided, that there shall be no obligation to list in Section 3.21(a) of the Disclosure Schedule any Plan that is not material. Each Plan is in writing and the Company The Seller has made available furnished to the Purchaser a complete and accurate copy of each Plan. The Company shall make available to the Purchaser within three (3) Business Days after the date hereof Plan that is in writing and a complete and accurate copy of each material document prepared in connection with each such Plan includingPlan, without limitation, including a copy of (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed IRS Form 5500, (iv) the most recently received IRS determination letter for each such Plan Plan, and (v) the most recently prepared actuarial report and financial statement in connection with each such Plan. Except as set forth in Section 3.25(a3.21(a) of the Disclosure ScheduleSchedule or as permitted to be excluded from the definition of Plan, 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 Subsidiary Seller is a party, with respect to which the Company or any Subsidiary Seller has any obligation or that which are maintained, contributed to or sponsored by the Company or any Subsidiary Seller, in each case, for the benefit of any current or former employee, officer or director of the Company or any SubsidiaryBusiness. Neither the Company nor any Subsidiary The Seller has any no express or implied commitment commitment, whether legally enforceable or not, to (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 individual, or (iii) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Code, in each of the foregoing cases, for the benefit of any current or former employee, officer or director of the Business.

Plans and Material Documents. Section 3.25(a(a) of the 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, termination, severance, change in control severance or other contracts or agreements agreements, whether legally enforceable or not, to which the Company Seller or any Subsidiary of its Affiliates is a party, with respect to which the Company Seller or any Subsidiary of its Affiliates has any obligation or that which are maintained, contributed to or sponsored by the Company Seller or any Subsidiary of its Affiliates, in each case, for the benefit of any current or former employee, officer or director of the Company or any SubsidiaryPurchased Business (a "Covered Employee"), and (ii) each employee benefit plan for which the Company or any 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 Subsidiary could incur liability under Section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings between any Stockholder the Seller or any Affiliate of any Stockholder its Affiliates and any employee of the Company or of any SubsidiaryCovered Employee, including, without limitation, including any contracts, arrangements or understandings relating to the sale of the Company Purchased Business (collectively, the "Plans"). Each Plan is in writing and the Company The Seller has made available furnished to the Purchaser a complete and accurate copy of each The Midland Grocery Company 401(k) Plan (the "Assumed 401(k) Plan. The Company shall make available to the Purchaser within three (3") Business Days after the date hereof and a complete and accurate copy of each material document prepared in connection with each such Plan includingthe Assumed 401(k) Plan, without limitation, (i) including a copy of (I) each trust or other funding arrangement, (iiII) each summary plan description and summary of material modifications, (iiiIII) the most recently filed IRS Form 5500, (ivIV) the most recently received IRS determination letter for each such Plan Plan, and (vV) the most recently prepared actuarial report and financial statement in connection with each such Plan. Except as set forth in Section 3.25(aThe Seller has furnished the Purchaser with a complete and accurate copy of each summary plan description or other material document describing the benefits available under the Assumed 401(k) of the Disclosure Schedule, there Plan. There are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company Seller or any Subsidiary of its Affiliates is a party, with respect to which the Company Seller or any Subsidiary of its Affiliates has any obligation or that which are maintained, contributed to or sponsored by the Company Seller or any Subsidiary of its Affiliates for the benefit of any current or former employee, officer or director of the Company or any Subsidiary. Neither the Company nor any Subsidiary has any express or implied 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 Plan, other than with respect to a modification, change or termination required by ERISA or the CodeCovered Employee.

Plans and Material Documents. Section 3.25(a3.18(a) of the 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, termination, severance, change in control severance or other contracts or agreements agreements, whether legally enforceable or not, to which the Seller with respect to the Business, the Company or any Subsidiary is a party, with respect to which the Seller with respect to the Business, the Company or any Subsidiary has any obligation or that which are maintained, contributed to or sponsored by the Seller with respect to the Business, the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Seller with respect to the Business, the Company or any Subsidiary, (ii) each employee benefit plan for which the Seller with respect to the Business, the Company or any 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 Seller with respect to the Business, the Company or any Subsidiary could incur liability under Section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings between any Stockholder the Seller or any Affiliate of any Stockholder its Affiliates and any employee of the Seller with respect to the Business, of the Company or of any Subsidiary, including, without limitation, any contracts, arrangements or understandings relating to the a sale of the Company Seller (collectively, the "PlansPLANS"). Each Plan is in writing and the Company Seller has furnished with or made available to the Purchaser a complete and accurate copy of each Plan. The Company shall make available to the Purchaser within three (3) Business Days after the date hereof Plan and a complete and accurate copy of each material document prepared in connection with each such Plan Plan, including, without limitation, (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed IRS Internal Revenue Service ("IRS") Form 5500, (iv) the most recently received IRS determination letter for each such Plan Plan, and (v) the most recently prepared actuarial report and financial statement in connection with each such Plan. Except as set forth in disclosed on Section 3.25(a3.23(a) of the 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 Seller with respect to the Business, the Company or any Subsidiary is a party, with respect to which the Seller, the Company or any Subsidiary has any obligation or that which are maintained, contributed to or sponsored by the Seller, the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Seller, the Company or any Subsidiary. Neither the Seller with respect to the Business, the Company nor any Subsidiary has any express or implied commitment 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 Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.25(a3.19(a) of the 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 material 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, termination, severance, change in control severance or other contracts or agreements to which the Company or any Subsidiary Seller is a party, with respect to which the Company or any Subsidiary Seller has any obligation or that which are maintained, contributed to or sponsored by the Company or any Subsidiary Seller for the benefit of any current or former employee, officer or director of the Company Seller who performs or any Subsidiaryperformed services with the Business, (ii) each employee benefit plan for which the Company or any Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any material plan in respect of which the Company or any Subsidiary Seller could incur liability under Section 4212(c) of ERISA ERISA, and (iviii) any contracts, arrangements or understandings between any Stockholder the Seller or any Affiliate of any Stockholder its Affiliates and any employee of the Company or of any SubsidiarySeller, including, without limitation, including any contracts, arrangements or understandings relating to the sale of the Company Purchased Assets (collectively, the "Plans"). Each Plan is in writing and and, with respect to each Plan in which persons employed in the Company Business currently participate, the Seller has made available furnished to the Purchaser a complete and accurate copy of each Plan. The Company shall make available Plan and, with respect to the Purchaser within three (3) Business Days after the date hereof Seller's Hourly Pension Plan, a complete and accurate copy of each material document prepared in connection with each such Plan includingPlan, without limitation, (i) including a copy of (I) each trust or other funding arrangement, (iiII) each summary plan description and summary of material modifications, (iiiIII) the most recently filed IRS Form 5500, (ivIV) the most recently received IRS determination letter for each such Plan Plan, and (vV) the most recently prepared actuarial report and financial statement in connection with each such Plan. Except as set forth in Section 3.25(a) of With respect to employees covered by a collective bargaining agreement, the Disclosure Schedule, there are Seller has no other employee benefit plans, programs, arrangements express or agreementsimplied commitment, whether formal or informal, whether in writing legally enforceable or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or that are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Subsidiary. Neither the Company nor any Subsidiary has any express or implied commitment (i1) to create, incur liability with respect to to, or cause to exist exist, any other employee benefit plan, program or arrangementarrangement that would be a Plan if it were established, (ii2) to enter into any contract or agreement to provide compensation or benefits to any individual who performed or performs services with the Business, or (iii3) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.25(a3.22(a) of the 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, termination, severance, change in control severance or other contracts or agreements agreements, whether legally enforceable or not, to which the Company Seller or any Subsidiary of its Affiliates is a party, with respect to which the Company Seller or any Subsidiary of its Affiliates has any obligation or that which are maintained, contributed to or sponsored by the Company Seller or any Subsidiary of its Affiliates, in each case, for the benefit of any current or former employee, officer or director of the Company or any SubsidiaryPurchased Business (a “Covered Employee”), and (ii) each employee benefit plan for which the Company or any 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 Subsidiary could incur liability under Section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings between any Stockholder the Seller or any Affiliate of any Stockholder its Affiliates and any employee of the Company or of any SubsidiaryCovered Employee, including, without limitation, including any contracts, arrangements or understandings relating to the sale of the Company Purchased Business (collectively, the "“Plans"”). Each Plan is in writing and the Company The Seller has made available furnished to the Purchaser a complete and accurate copy of each The Midland Grocery Company 401(k) Plan (the “Assumed 401(k) Plan. The Company shall make available to the Purchaser within three (3”) Business Days after the date hereof and a complete and accurate copy of each material document prepared in connection with each such Plan includingthe Assumed 401(k) Plan, without limitation, (i) including a copy of (I) each trust or other funding arrangement, (iiII) each summary plan description and summary of material modifications, (iiiIII) the most recently filed IRS Form 5500, (ivIV) the most recently received IRS determination letter for each such Plan Plan, and (vV) the most recently prepared actuarial report and financial statement in connection with each such Plan. Except as set forth in Section 3.25(aThe Seller has furnished the Purchaser with a complete and accurate copy of each summary plan description or other material document describing the benefits available under the Assumed 401(k) of the Disclosure Schedule, there Plan. There are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company Seller or any Subsidiary of its Affiliates is a party, with respect to which the Company Seller or any Subsidiary of its Affiliates has any obligation or that which are maintained, contributed to or sponsored by the Company Seller or any Subsidiary of its Affiliates for the benefit of any current or former employee, officer or director of the Company or any Subsidiary. Neither the Company nor any Subsidiary has any express or implied 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 Plan, other than with respect to a modification, change or termination required by ERISA or the CodeCovered Employee.