Common use of Schedule 3 Clause in Contracts

Schedule 3. 12(a) contains a complete list of each Plan. For purposes of this Agreement, a “Plan” is any “pension plan” (as defined under Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), “welfare plan” (as defined under Section 3(1) of ERISA) and each retirement or deferred compensation plan, profit sharing, pension, incentive compensation plan, stock plan, stock option, stock appreciation rights, retention plan or agreement, unemployment compensation plan, vacation pay plan, severance, bonus plan, independent contractor, employment, change-in-control, fringe benefit retirement, salary continuation, vacation, sick time, paid time off, medical, cafeteria, group life insurance and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA, in each case sponsored, maintained, contributed to or entered into by the Company or any of its Subsidiaries for the benefit of any Participant or with respect to which the Company or any of its Subsidiaries has any actual or contingent liability. Each of the Plans that is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), has received a favorable determination letter from the Internal Revenue Service or is a prototype plan that is entitled to rely on an opinion letter issued by the Internal Revenue Service to the prototype plan sponsor regarding qualification of the form of the prototype plan. The Plans have been established and administered in accordance with their terms in all material respects, and the Plans comply in form and in operation in all material respects with the requirements of the Code, ERISA, and other applicable Law, and, to the Knowledge of the Company, no event has occurred which would reasonably be expected to cause any such Plan to fail to comply with such requirements and no written notice has been issued by any Governmental Entity questioning or challenging such compliance. No Participant who has performed services for the Company has been improperly excluded from participation in any Plan in which such Participant was eligible to participate.

Schedule 3. 12(a) 16.1 contains a an accurate and complete list and description of each Plan. For purposes of this Agreement, a “Plan” is any “pension plan” (as defined under Section 3(2i) all of the Employee Retirement Income Security Act Benefit Plans which the Company, or any ERISA Affiliate, sponsors, maintains or contributes to, is required to contribute to, or has or could reasonably be expected to have any liability of 1974, as amended (“ERISA”)), “welfare plan” (as defined under Section 3(1) of ERISA) and each retirement or deferred compensation plan, profit sharing, pension, incentive compensation plan, stock plan, stock option, stock appreciation rights, retention plan or agreement, unemployment compensation plan, vacation pay plan, severance, bonus plan, independent contractor, employment, change-in-control, fringe benefit retirement, salary continuation, vacation, sick time, paid time off, medical, cafeteria, group life insurance and all other employee benefit plans, agreements, programs, policies or other arrangementsany nature with respect to, whether known or not subject to ERISAunknown, in each case sponsoreddirect or indirect, maintainedfixed or contingent, contributed to or entered into by the Company or any of its Subsidiaries for the benefit of any Participant present or former employees of the Company and/or its ERISA Affiliates (referred to collectively as the “ Company’s Employee Benefit Plans” and individually as a “ Company’s Employee Benefit Plan”), (ii) all employees employed by the Company affected or covered by an Employee Benefit Plan, (iii) all Obligations thereunder as of the Closing Date, and (iv) all ERISA Affiliates. Accurate and complete copies of all of the Company’s Employee Benefit Plans have been provided to Buyer as well as the most recent determination letter issued, if any, or if none, Internal Revenue Service (“IRS”) opinion or advisory letter issued with respect to which the Company or any of its Subsidiaries has any actual or contingent liability. Each of the Plans a Company’s Employee Benefit Plan that is intended to be a qualified under plan within the meaning of Section 401(a) of the Internal Revenue Code Code, all pending applications for rulings, determination letters, opinions, no action letters and similar documents filed with any governmental agency (including the Department of 1986, as amended (Labor and the “Code”IRS), has received a favorable determination letter from the Internal Revenue Service summary plan descriptions, service agreements, stop loss insurance policies, and all related contracts and documents (including, but not limited to, employee summaries and material employee communications), all closing letters, audit finding letters, revenue agent findings and similar documents. None of Company’s Employee Benefit Plans is subject to Title IV of ERISA or Code Section 412. None of Company’s Employee Benefit Plans is a prototype plan that Multiple Employer Plan or Multiemployer Plan under Code Section 413(c) or 414(f). No employer, other than the Company or an ERISA Affiliate, is entitled permitted to rely on an opinion letter issued by participate or participates in the Internal Revenue Service to the prototype plan sponsor regarding qualification of the form of the prototype plan. The Company’s Employee Benefit Plans have been established and administered no leased employees (as defined in accordance with their terms in all material respects, and the Plans comply in form and in operation in all material respects with the requirements Section 414(n) of the Code) or independent contractors are eligible for, or participate in, the Company’s Employee Benefit Plans. None of Company’s Employee Benefit Plans promises or provides health, life or other welfare benefits to retirees or former employees, or severance benefits, except as required by Code Section 4980B, Sections 601 through 609 of ERISA, and other applicable Law, and, to the Knowledge of the Company, no event has occurred or comparable state statutes which would reasonably be expected to cause any such Plan to fail to comply with such requirements and no written notice has been issued by any Governmental Entity questioning or challenging such compliance. No Participant who has performed services provide for the Company has been improperly excluded from participation in any Plan in which such Participant was eligible to participatecontinuing health care coverage.

Schedule 3. 12(a) 16 contains a an accurate and complete list and description of each Plan. For purposes of this Agreement, a “Plan” is any “pension plan” (as defined under Section 3(2) all of the (i) Employee Retirement Income Security Act Benefit Plans of 1974the Company, as amended (“ERISA”))including those to which the Company, “welfare plan” (as defined under Section 3(1) or any ERISA Affiliate, sponsors, maintains or contributes to, is required to contribute to, or has or could reasonably be expected to have any liability of ERISA) and each retirement or deferred compensation plan, profit sharing, pension, incentive compensation plan, stock plan, stock option, stock appreciation rights, retention plan or agreement, unemployment compensation plan, vacation pay plan, severance, bonus plan, independent contractor, employment, change-in-control, fringe benefit retirement, salary continuation, vacation, sick time, paid time off, medical, cafeteria, group life insurance and all other employee benefit plans, agreements, programs, policies or other arrangementsany nature with respect to, whether known or not subject to ERISAunknown, in each case sponsoreddirect or indirect, maintainedfixed or contingent, contributed to or entered into by the Company or any of its Subsidiaries for the benefit of any Participant present or former employees of the Company and/or its ERISA Affiliates (referred to collectively as the "Company's Employee Benefit Plans" and individually as the "Company's Employee Benefit Plan"), (ii) all employees employed by the Company affected or covered by an Employee Benefit Plan, (iii) all Obligations thereunder as of the Closing Date, and (iv) all ERISA Affiliates. Accurate and complete copies of all of the Company's Employee Benefit Plans have been provided to Buyer as well as the most recent determination letter issued, if any, or if none, Internal Revenue Service ("IRS") opinion or advisory letter issued with respect to which the Company or any of its Subsidiaries has any actual or contingent liability. Each of the Plans Company's Employee Benefit Plan that is intended to be a qualified under plan within the meaning of Section 401(a) of the Internal Revenue Code Code, all pending applications for rulings, determination letters, opinions, no action letters and similar documents filed with any governmental agency (including the Department of 1986, as amended (Labor and the “Code”IRS), has received a favorable determination letter from the Internal Revenue Service summary plan descriptions, service agreements, stop loss insurance policies, and all related contracts and documents (including, but not limited to, employee summaries and material employee communications), all closing letters, audit finding letters, revenue agent findings and similar documents. No Company Employee Benefit Plan is subject to Title IV of ERISA or Code Section 412. No Company Employee Benefit Plan is a prototype plan that Multiple Employer Plan or Multiemployer Plan under Code Section 413(c) or 414(f). No employer, other than the Company or an ERISA Affiliate, is entitled permitted to rely on an opinion letter issued by participate or participates in the Internal Revenue Service to the prototype plan sponsor regarding qualification of the form of the prototype plan. The Company's Employee Benefit Plans have been established and administered no leased employees (as defined in accordance with their terms in all material respects, and the Plans comply in form and in operation in all material respects with the requirements Section 414(n) of the Code) or independent contractors are eligible for, or participate in, the Company's Employee Benefit Plans. No Company Employee Benefit Plan promises or provides health, life or other welfare benefits to retirees or former employees, or severance benefits, except as required by Code Section 4980B, Sections 601 through 609 of ERISA, and other applicable Law, and, to the Knowledge of the Company, no event has occurred or comparable state statutes which would reasonably be expected to cause any such Plan to fail to comply with such requirements and no written notice has been issued by any Governmental Entity questioning or challenging such compliance. No Participant who has performed services provide for the Company has been improperly excluded from participation in any Plan in which such Participant was eligible to participatecontinuing health care coverage.

Schedule 3. 12(a(a) contains a complete list of each Plan. For purposes pension, retirement, profit-sharing, deferred compensation, bonus or other incentive, medical, health, life insurance, disability or other welfare or severance plan, agreement or arrangement sponsored or contributed to by the Company or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), that together with the Company would be deemed a "single employer within the meaning of this Agreement, a “Plan” is any “pension plan” (as defined under Section 3(2) section 4001 of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”)"), “welfare plan” (as defined under Section 3(1) of ERISA) and each retirement or deferred compensation plan, profit sharing, pension, incentive compensation plan, stock plan, stock option, stock appreciation rights, retention plan or agreement, unemployment compensation plan, vacation pay plan, severance, bonus plan, independent contractor, employment, change-in-control, fringe benefit retirement, salary continuation, vacation, sick time, paid time off, medical, cafeteria, group life insurance and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA, in each case sponsored, maintained, contributed to or entered into by the Company or any of its Subsidiaries for the benefit of any Participant employee or terminated employee of the Company or any ERISA Affiliate (individually a "Plan" and collectively, the "Plans"). All Plans comply with the applicable requirements of law, including but not limited to ERISA and the Code, except for failures to comply that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No Plan which is subject to Part 3 of Subtitle B of Title I of ERISA has incurred any "accumulated funding deficiency," whether or not waived, within the meaning of section 302 of ERISA or section 412 of the Code and all contributions required to be made with respect thereto on or prior to the Closing Date have been timely made. Neither the Company nor any ERISA Affiliate has incurred any material liability pursuant to Title IV of ERISA with respect to any Plan and no condition exists that presents a material risk to the Company or any ERISA Affiliate of incurring liability under such Title. Neither the Company nor any ERISA Affiliate, nor any Plan, trust created thereunder or trustee or administrator thereof has engaged in a transaction in connection with which the Company or any of its Subsidiaries has ERISA Affiliate, any actual Plan, any such trust, or contingent liability. Each of the Plans that is intended any trustee or administrator thereof, or any party dealing with any Plan or any such trust could be subject to be qualified under Section 401(aeither a material civil penalty assessed pursuant to section 409 or 502(i) of the Internal Revenue Code of 1986, as amended (the “Code”), has received or ERISA or a favorable determination letter from the Internal Revenue Service material tax imposed pursuant to section 4975 or is a prototype plan that is entitled to rely on an opinion letter issued by the Internal Revenue Service to the prototype plan sponsor regarding qualification of the form of the prototype plan. The Plans have been established and administered in accordance with their terms in all material respects, and the Plans comply in form and in operation in all material respects with the requirements 4976 of the Code, ERISA, and other applicable Law, and, to the Knowledge of the Company, no event has occurred which would reasonably be expected to cause any such Plan to fail to comply with such requirements and no written notice has been issued by any Governmental Entity questioning or challenging such compliance. No Participant who has performed services for the Company has been improperly excluded from participation in any Plan in which such Participant was eligible to participate.

Schedule 3. 12(a) 16.1 contains a an accurate and complete list and description of each Plan. For purposes of this Agreement, a “Plan” is any “pension plan” (as defined under Section 3(2i) all of the Employee Retirement Income Security Act Benefit Plans which the AlphaCare Companies, or any ERISA Affiliate, sponsors, maintains or contributes to, is required to contribute to, or has or could reasonably be expected to have any liability of 1974, as amended (“ERISA”)), “welfare plan” (as defined under Section 3(1) of ERISA) and each retirement or deferred compensation plan, profit sharing, pension, incentive compensation plan, stock plan, stock option, stock appreciation rights, retention plan or agreement, unemployment compensation plan, vacation pay plan, severance, bonus plan, independent contractor, employment, change-in-control, fringe benefit retirement, salary continuation, vacation, sick time, paid time off, medical, cafeteria, group life insurance and all other employee benefit plans, agreements, programs, policies or other arrangementsany nature with respect to, whether known or not subject to ERISAunknown, in each case sponsoreddirect or indirect, maintainedfixed or contingent, contributed to or entered into by the Company or any of its Subsidiaries for the benefit of any Participant present or former employees of the AlphaCare Companies and/or its ERISA Affiliates (referred to collectively as the “AlphaCare Companies’ Employee Benefit Plans” and individually as a “AlphaCare Companies’ Employee Benefit Plan”), (ii) all employees employed by the AlphaCare Companies affected or covered by an Employee Benefit Plan, (iii) all Obligations thereunder as of the Closing Date, and (iv) all ERISA Affiliates. Accurate and complete copies of all of the AlphaCare Companies’ Employee Benefit Plans have been provided to Buyer as well as the most recent determination letter issued, if any, or if none, Internal Revenue Service (“IRS”) opinion or advisory letter issued with respect to which the Company or any of its Subsidiaries has any actual or contingent liability. Each of the Plans a AlphaCare Companies’ Employee Benefit Plan that is intended to be a qualified under plan within the meaning of Section 401(a) of the Internal Revenue Code Code, all pending applications for rulings, determination letters, opinions, no action letters and similar documents filed with any governmental agency (including the Department of 1986, as amended (Labor and the “Code”IRS), has received a favorable determination letter from the Internal Revenue Service summary plan descriptions, service agreements, stop loss insurance policies, and all related contracts and documents (including, but not limited to, employee summaries and material employee communications), all closing letters, audit finding letters, revenue agent findings and similar documents. None of AlphaCare Companies’ Employee Benefit Plans is subject to Title IV of ERISA or Code Section 412. None of AlphaCare Companies’ Employee Benefit Plans is a prototype plan that Multiple Employer Plan or Multiemployer Plan under Code Section 413(c) or 414(f). No employer, other than the AlphaCare Companies or an ERISA Affiliate, is entitled permitted to rely on an opinion letter issued by participate or participates in the Internal Revenue Service to the prototype plan sponsor regarding qualification of the form of the prototype plan. The AlphaCare Companies’ Employee Benefit Plans have been established and administered no leased employees (as defined in accordance with their terms in all material respects, and the Plans comply in form and in operation in all material respects with the requirements Section 414(n) of the Code) or independent contractors are eligible for, or participate in, the AlphaCare Companies’ Employee Benefit Plans. None of AlphaCare Companies’ Employee Benefit Plans promises or provides health, life or other welfare benefits to retirees or former employees, or severance benefits, except as required by Code Section 4980B, Sections 601 through 609 of ERISA, and other applicable Law, and, to the Knowledge of the Company, no event has occurred or comparable state statutes which would reasonably be expected to cause any such Plan to fail to comply with such requirements and no written notice has been issued by any Governmental Entity questioning or challenging such compliance. No Participant who has performed services provide for the Company has been improperly excluded from participation in any Plan in which such Participant was eligible to participatecontinuing health care coverage.

Schedule 3. 12(a) contains a complete list of each Plan. For purposes of this Agreement, a “Plan” is any “pension plan” (as defined under Section 3(2) 16.3 of the Employee Retirement Income Security Act Company Disclosure Letter lists (i) all "employee benefit plans" within the meaning of 1974, as amended (“ERISA”)), “welfare plan” (as defined under Section 3(13(3) of ERISA, and (ii) and each retirement all other employee benefit, bonus or deferred compensation plan, profit sharing, pension, other incentive compensation plan, stock plancompensation, stock option, stock appreciation rightspurchase, retention plan stock appreciation, severance pay, lay-off or agreementreduction in force, unemployment compensation planchange in control, sick pay, vacation pay plan, severance, bonus plan, independent contractor, employment, change-in-control, fringe benefit retirementpay, salary continuation, vacationretainer, sick timeleave of absence, paid time offeducational assistance, medicalservice award, cafeteriaemployee discount, group life insurance and all other employee fringe benefit plans, agreements, programsarrangements, policies or other arrangementspractices, whether or not subject to ERISA, in each case sponsored, maintained, contributed to or entered into by the Company or any of its Subsidiaries for the benefit of any Participant or with respect to which the Company contributes to or any of its Subsidiaries has any actual obligation to or contingent liabilityliability for (collectively, the "EMPLOYEE PLANS"). Each of the Plans Employee Plan may be, and provides that is intended to be qualified it may be, amended or terminated at any time and, except for benefits protected under Section 401(a411(d) of the Internal Revenue Code or Section 204(g) of 1986ERISA, as or benefits to which a plan participant or beneficiary has accrued a vested right, all benefits payable to current or terminated employees or any beneficiary may be amended or terminated by the Company at any time without liability. None of the Employee Plans is subject to Section 302 or Title IV of ERISA or Section 412 of the Code (the “Code”), has received a favorable determination letter from the Internal Revenue Service "Defined Benefit Plan") or is a prototype plan that is entitled to rely on an opinion letter issued by "multiemployer plan" within the Internal Revenue Service to the prototype plan sponsor regarding qualification meaning of the form Section 3(37) of the prototype plan. The Plans have been established ERISA (a "Multiemployer Plan") and administered in accordance with their terms in all material respects, and the Plans comply in form and in operation in all material respects with the requirements of the Code, ERISA, and other applicable Law, and, to the Knowledge of the Company, no event has occurred which would reasonably be expected to cause any such Plan to fail to comply with such requirements and no written notice has been issued by any Governmental Entity questioning or challenging such compliance. No Participant who has performed services for the Company has never (i) sponsored, maintained or contributed to, or been improperly excluded from participation obligated to contribute to, a Defined Benefit Plan or (ii) contributed to, or been obligated to contribute to, a Multiemployer Plan. The Company does not maintain or contribute to any welfare benefit plan that provides health benefits to an employee after the employee's termination of employment or retirement except as required under Section 4980B of the Code and Sections 601 through 608 of ERISA ("COBRA") or other applicable legal requirements. All expenses and liabilities relating to all of the Employee Plans described in any Plan in which Schedule 3.16.3 of the Company Disclosure Letter have been, and will on the Closing be, fully and properly accrued on the Company's books and records and are disclosed on the Company Financial Statements and such Participant was eligible to participateEmployee Plans have no unfunded liabilities not reflected on the Company Financial Statements.