Common use of Plans; ERISA Clause in Contracts

Plans; ERISA. (a) All of the Plans of the Company and its ERISA Affiliates, or under which the Company or any ERISA Affiliate has or may reasonably be expected in the future to have any liability, are listed on SCHEDULE 2.14(a). Copies of all such Plans have been furnished to Purchaser, along with annual reports (Forms 5500) required for any Plan for the last three (3) years, summary plan descriptions and any trusts, insurance policies or other funding arrangements. To the extent applicable, each Plan has been maintained and administered, in all material respects, in accordance with its terms and all applicable Laws, including but not limited to the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder ("ERISA") and the Internal Revenue Code. Any Plan intended to be qualified under Section 401(a) of the Internal Revenue Code or Section 501(a) of the Internal Revenue Code is so qualified and is subject to a current opinion or determination letter from the Internal Revenue Service regarding such qualification, which has been furnished to Purchaser. No Plan, in operation, is in violation of Internal Revenue Code Section 409A. No Plan is covered by Title IV of ERISA or Section 412 of the Internal Revenue Code. Neither the Company nor any of its Affiliates has been a contributing employer to any multiemployer plan as defined under Section 4001 of ERISA. Neither the Company nor any officer or director of the Company has incurred any Liability or penalty under Section 4971 through 4980G of the Internal Revenue Code or Title 1 of ERISA. None of the Plans promises or provides retiree medical or other retiree welfare benefits to any person except as required by applicable Law, including but not limited to, Sections 601 to 608 of ERISA and Section 4980B of the Internal Revenue Code. No Action or Proceeding (excluding claims for benefits incurred in the ordinary course of Plan activities) has been brought, or to the Knowledge of the Company, is threatened, against or with respect to any such Plan. All contributions, reserves or premium payments required to be made or accrued as of the date hereof to the Plans have been made or accrued. All reports, returns, forms and notices required to be filed with any Governmental or Regulatory Authority or furnished to participants or beneficiaries with respect to the Plans, by the Internal Revenue Code, ERISA or any other applicable Law, have been so filed and furnished. Neither the Company nor any of its Affiliates is under a legal or contractual obligation to continue any of the Plans and may terminate any or all of the Plans at any time in accordance with the terms of the Plans and applicable Law without incurring any Liability.

Plans; ERISA. (a) All of the Plans of the Company and its ERISA Affiliates, or under which the Company or any ERISA Affiliate has or may reasonably be expected in the future to have any liability, Affiliates are listed on SCHEDULE Schedule 2.14(a). Copies of all such Plans and written descriptions of any oral Plans have been furnished made available to Purchaser, along with annual reports (Forms 5500) required for any Plan for the last three (3) years, summary plan descriptions and any trusts, insurance policies or other funding arrangements. To the extent applicable, each Plan has been maintained and administered, in all material respects, administered in accordance with its terms and all applicable Laws, including but not limited to the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder ("“ERISA"”) and the Internal Revenue Code. Any Plan intended to be qualified under Section 401(a) of the Internal Revenue Code or tax-exempt under Section 501(a) of the Internal Revenue Code is so qualified or tax-exempt and is subject to a current opinion or determination letter from the Internal Revenue Service regarding such qualificationqualification or tax exemption, which has been furnished made available to Purchaser. No Plan, in operation, is in violation of Internal Revenue Code Section 409A. No Plan is covered by Title IV of ERISA or Section 412 of the Internal Revenue Code. Neither the Company nor any of its ERISA Affiliates has been a contributing employer to any multiemployer plan as defined under Section 4001 of ERISA. Neither the Company nor any officer or director of the Company has incurred any Liability or penalty under Section 4971 through 4980G 4980E of the Internal Revenue Code or Title 1 of ERISA. No ERISA Affiliate or officer of any ERISA Affiliate has incurred any such liability or penalty. None of the Plans promises or provides retiree medical or other retiree welfare benefits to any person except as required by applicable Law, including but not limited to, Sections 601 to 608 of ERISA and Section 4980B of the Internal Revenue Code. No Action or Proceeding (excluding claims for benefits incurred in the ordinary course of Plan activities) has been brought, or to the Knowledge knowledge of Seller and/or the Company, is threatened, against or with respect to any such Plan. All contributions, reserves or premium payments required to be made or accrued as of the date hereof to the Plans have been made or accrued. All reports, returns, forms and notices required to be filed with any Governmental Government or Regulatory Authority or furnished to participants or beneficiaries with respect to the Plans, by the Internal Revenue Code, ERISA or any other applicable Law, have been so filed and furnished. Neither Except as disclosed on Schedule 2.14(a), neither the Company nor any of its ERISA Affiliates is under a legal or contractual obligation to continue any of the Plans and may terminate any or all of the Plans at any time in accordance with the terms of the Plans and applicable Law without incurring any Liability.

Plans; ERISA. (a) All of the Plans of the Company and its ERISA Affiliates, or under which the Company or any ERISA Affiliate has or may reasonably be expected in the future to have any liability, Affiliates are listed on SCHEDULE 2.14(a). Copies Schedule 3.13(a) of all such Plans have been furnished to Purchaser, along with annual reports (Forms 5500) required for any Plan for the last three (3) years, summary plan descriptions and any trusts, insurance policies or other funding arrangements. To the extent applicable, each Plan has been maintained and administered, in all material respects, in accordance with its terms and all applicable Laws, including but not limited to the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder ("ERISA") and the Internal Revenue CodeCompany Disclosure Schedule. Any Plan intended to be qualified under Section 401(a) of the Internal Revenue Code or Section 501(a) of the Internal Revenue Code is so qualified and is subject to a current opinion or determination letter from the Internal Revenue Service regarding such qualificationqualification (or, where there is no determination letter but such Plan is based upon a master and prototype or volume submitter form, the sponsor of such form has received a current advisory opinion as to the form upon which the Company is entitled rely under applicable Internal Revenue Service procedures), which has been furnished provided to Purchaser. No Plan, and nothing has occurred which has resulted or is likely to result in operation, is in violation the revocation of such qualification or which requires or could require action under the compliance resolution programs of the Internal Revenue Code Section 409A. Service to preserve such qualification. No Plan is covered by Title IV of ERISA or Section 412 of the Internal Revenue Code. Neither the Company nor any of its ERISA Affiliates has been a contributing employer to any multiemployer plan as defined under Section 4001 of ERISA. Neither the Company nor any officer or director member of the Company has incurred any Liability or penalty under Section 4971 through 4980G 4980E of the Internal Revenue Code or Title 1 of ERISA. None of the Plans promises or provides retiree medical or other retiree welfare benefits subsequent to termination of employment to any person except as required by applicable Law, including but not limited to, Internal Revenue Code Section 4980B and ERISA Sections 601 to 608 of and any similar state laws. Each Plan has been maintained and administered in all respects in compliance with its terms and with the requirements prescribed by any and all Laws, including ERISA and Section 4980B of the Internal Revenue Code, which are applicable to such Plans. No Action or Proceeding (excluding claims for benefits incurred in the ordinary course of Plan activities) has been brought, or to the Knowledge knowledge of the CompanyCompany or the Sellers, is threatened, threatened against or with respect to any such Plan. All contributions, reserves Plan or premium payments required to be made or accrued as the knowledge of the date hereof Company or the Sellers any fiduciary or service provider thereof and, to the Plans have been made knowledge of the Company or accruedthe Sellers, there is no basis for any such legal action, proceeding or investigation. All reports, returns, forms and notices required to be filed with any Governmental Government or Regulatory Authority or furnished to participants or beneficiaries with respect to the Plans, by the Internal Revenue Code, ERISA or any other applicable Law, have been so filed and furnished. Neither Except as disclosed on Schedule 3.13(a) of the Company Disclosure Schedule, neither the Company nor any of its ERISA Affiliates is under a legal or contractual obligation to continue any of the Plans and may terminate any or all of the Plans at any time in accordance with the terms of the Plans and applicable Law without incurring any Liability.