Employee Benefits; ERISA (a) Schedule 4.17 contains a true and complete list of each material bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance, change-in-control, or termination pay, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit sharing, pension, or retirement plan, program, agreement or arrangement, and each other material employee benefit plan, program, agreement or arrangement, sponsored, maintained or contributed to or required to be contributed to by any Conveyed Entity, any Subsidiary thereof or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), that together with any Conveyed Entity would be deemed a "single employer" within the meaning of Section 4001(b)(1) of ERISA, for the benefit of any employee or former employee of any Conveyed Entity, Subsidiary thereof or any ERISA Affiliate (the "Plans"). Schedule 4.17 identifies each of the Plans that is an "employee welfare benefit plan," or "employee pension benefit plan" as such terms are defined in Sections 3(1) and 3(2) of ERISA (such plans being hereinafter referred to collectively as the "ERISA Plans"). No Conveyed Entity, Subsidiary thereof or any ERISA Affiliate has any formal plan or commitment, whether legally binding or not, to create any additional Plan or modify or change any existing Plan that would affect any employee or former employee of any Conveyed Entity, any Subsidiary thereof or any ERISA Affiliate except to the extent that any such creation, modification or change could not, individually or in the aggregate, reasonably be expected to result in a material liability of a Conveyed Entity or any of its Subsidiaries.
(b) With respect to each of the Plans, the Conveyed Entities have heretofore delivered to Republic and the Republic Subsidiaries true and complete copies of each of the following documents:
(i) a copy of the Plan documents (including all amendments thereto) for each written Plan;
(ii) a copy of the annual report or Internal Revenue Service Form 5500 Series, if required under ERISA, with respect to each such Plan for the last three Plan years ending prior to the date of this Agreement for which such a report was filed;
(iii) a copy of the actuarial report, if required under ERISA, with respect to each such Plan for the last three Plan years ending prior to the date of this Agreement;
(iv) a copy of the most recent Summary Plan Description ("SPD"), together with all Summaries of Material Modification issued with respect to such SPD, required under ERISA with respect to such Plan;
(v) if the Plan is funded through a trust or any other funding vehicle, a copy of the trust or other funding agreement (including all amendments thereto) and the latest financial statements thereof, if any;
(vi) all contracts relating to the Plans with respect to which any Conveyed Entity, Subsidiary thereof or any ERISA Affiliate may have any material liability, including insurance contracts, investment management agreements, subscription and participation agreements and record keeping agreements; and
(vii) the most recent determination letter received from the IRS with respect to each Plan that is intended to be qualified under Section 401(a) of the Code.
(c) Except as set forth on Schedule 4.17, as of the date hereof, no liability under Title IV of ERISA has been incurred by any Conveyed Entity, Subsidiary thereof or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to any Conveyed Entity, Subsidiary thereof or any ERISA Affiliate of incurring a material liability under such Title, other than liability for premiums due the Pension Benefit Guaranty Corporation ("PBGC"), which payments have been made when due with respect to any ERISA Plan. To the extent this representation applies to Sections 4064, 4069 or 4204 of Title IV of ERISA, it is made not only with respect to the ERISA Plans but also with respect to any employee benefit plan, program, agreement or arrangement subject to Title IV of ERISA to which any Conveyed Entity, Subsidiary thereof or any ERISA Affiliate made, or was required to make, contributions during the past six years.
(d) Except as set forth on Schedule 4.17, as of the date hereof, the PBGC has not instituted proceedings pursuant to Section 4042 of ERISA to terminate any of the ERISA Plans subject to Title IV of ERISA and, to the Knowledge of the Shareholders and the Conveyed Entities, no condition exists that presents a material risk that such proceedings will be instituted by the PBGC.
(e) With respect to each of the ERISA Plans that is subject to Title IV of ERISA, the present value of accumulated benefit obligations under such plan, as determined by the Plan's actuary based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not, as of its latest valuation date, exceed the then current value of the assets of such plan allocable to such accumulated benefit obligations.
(f) Except as set forth on Schedule 4.17, as of the date hereof, none of the Conveyed Entities or Subsidiaries thereof, the ERISA Plans or any trust created thereunder nor, to the Knowledge of the Shareholders and the Conveyed Entities, any trustee or administrator thereof, has engaged in a transaction or has taken or failed to take any action in connection with which any Conveyed Entity, or any Subsidiary thereof could reasonably be expected to be subject to any material liability for either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Sections 4975(a) or (b), 4976 or 4980B of the Code.
(g) Except as otherwise set forth on Schedule 4.17, as of the date hereof, all contributions and premiums which any Conveyed Entity or Subsidiary thereof or, to the Knowledge of the Shareholders and the Conveyed Entities, any ERISA Affiliate is required to pay under the terms of each of the ERISA Plans and Section 412 of the Code have, to the extent due, been paid in full or properly recorded on the financial statements or records of the Conveyed Entities and their Subsidiaries except to the extent that the failure to make any such contribution or pay any such premium could not, individually or in the aggregate, reasonably be expected to result in a material liability to the Conveyed Entities and their Subsidiaries taken as a whole; and none of the ERISA Plans or any trust established thereunder has incurred any "accumulated funding deficiency" (as deemed in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each of the ERISA Plans ended prior to the date of this Agreement. No Lien has been imposed under Section 412(n) of the Code or Section 302(f) of ERISA on the assets of any Conveyed Entity, Subsidiary thereof or any ERISA Affiliate and no event or circumstance has occurred that is reasonably likely to result in the imposition of any such Lien on any such assets on account of any ERISA Plan.
(h) Except as otherwise set forth on Schedule 4.17, as of the date hereof, with respect to any ERISA Plan that is a "multiemployer plan," as such term is defined in Section 3(37) of ERISA, (i) neither a Conveyed Entity, any Subsidiary thereof nor any ERISA Affiliate has since June 30, 1996, made or suffered a "complete withdrawal" or a "partial withdrawal," as such terms are respectively deemed in Sections 4203 and 4205 of ERISA, (ii) to the Knowledge of the Shareholders and the Conveyed Entities, no event has occurred that presents a material risk of a partial withdrawal, (iii) to the Knowledge of the Shareholders and the Conveyed Entities, neither a Conveyed Entity, any Subsidiary thereof or any ERISA Affiliate has any contingent liability under Section 4204 of ERISA, and no circumstances exist that present a material risk that any such plan will go into reorganization, and (iv) to the Knowledge of the Shareholders and the Conveyed Entities, the aggregate withdrawal liability of the Conveyed Entities, Subsidiaries thereof and the ERISA Affiliates, computed as if a complete withdrawal by the Conveyed Entities, any Subsidiaries thereof and the ERISA Affiliates had occurred under each such Plan on the date hereof, would not be significant.
(i) Except as otherwise set forth on Schedule 4.17, as of the date hereof, each of the Plans has been operated and administered in all material respects in accordance with applicable Laws, including but not limited to ERISA and the Code.
(j) Except as otherwise set forth on Schedule 4.17, as of the date hereof, each of the ERISA Plans that is intended to be "qualified" within the meaning of Section 401(a) of the Code has received a determination letter from the IRS stating that it is so qualified, and no event has occurred which would affect such qualified status.
(k) Except as otherwise set forth on Schedule 4.17, as of the date hereof, any Fund established under an ERISA Plan that is intended to satisfy the requirements of Section 501(c)(9) of the Code has received a determination letter from the IRS stating that it has so satisfied such requirements.
(l) Except as otherwise set forth on Schedule 4.17, as of the date hereof, no amounts payable under the Plans or any other contract, agreement or arrangement to which any Conveyed Entity, Subsidiary thereof or, to the Knowledge of the Shareholders and the Conveyed Entities, any ERISA Affiliate is a party could reasonably be expected, as a result of the transactions contemplated hereby, to fail to be deductible for federal income tax purposes by virtue of Section 280G of the Code.
(m) Except as otherwise set forth on Schedule 4.17, as of the date hereof, no Plan provides for employee welfare benefits, including death or medical benefits (whether or not insured), with respect to current or former employees of any Conveyed Entity or any Subsidiary thereof after retirement or other termination of service (other than (i) coverage mandated by applicable Law, (ii) death benefits or retirement benefits under any "employee pension plan," as that term is defined in Section 3(2) of ERISA, (iii) deferred compensation benefits accrued as liabilities on the books of a Conveyed Entity or any Subsidiary thereof, or (iv) benefits, the full direct cost of which is borne by the current or former employee (or beneficiary thereof)).
(n) Except as otherwise set forth on Schedule 4.17, as of the date hereof, the consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former employee or officer of any Conveyed Entity or any Subsidiary thereof to severance pay, unemployment compensation or any other similar termination payment or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee or officer.
(o) Except as set forth on Schedule 4.17, as of the date hereof, there are no pending, or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened or anticipated, claims by or on behalf of any Plan, by any employee or beneficiary covered under any such Plan, or otherwise involving any such Plan (other than routine claims for benefits) other than claims that individually or in the aggregate would not have a Material Adverse Effect.