Common use of Schedule 3 Clause in Contracts

Schedule 3. 16.1 contains an accurate and complete list and description of (i) all of the Employee 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 any nature with respect to, whether known or unknown, direct or indirect, fixed or contingent, for the benefit of 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 a Company’s Employee Benefit Plan that is intended to be a qualified plan within the meaning of Section 401(a) of the Code, all pending applications for rulings, determination letters, opinions, no action letters and similar documents filed with any governmental agency (including the Department of Labor and the IRS), 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 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 permitted to participate or participates in the Company’s Employee Benefit Plans and no leased employees (as defined in 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, or comparable state statutes which provide for continuing health care coverage.

Schedule 3. 16.1 16 contains an accurate and complete list and description of all of the (i) all of the Employee Benefit Plans of the Company, including those to 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 any nature with respect to, whether known or unknown, direct or indirect, fixed or contingent, for the benefit of present or former employees of the Company and/or its ERISA Affiliates (referred to collectively as the “ "Company’s 's Employee Benefit Plans” " and individually as a “ the "Company’s '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 '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 a the Company’s 's Employee Benefit Plan that is intended to be a qualified plan within the meaning of Section 401(a) of the Code, all pending applications for rulings, determination letters, opinions, no action letters and similar documents filed with any governmental agency (including the Department of Labor and the IRS), 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 No Company Employee Benefit Plans Plan is subject to Title IV of ERISA or Code Section 412. None of Company’s No Company Employee Benefit Plans Plan is a 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 permitted to participate or participates in the Company’s 's Employee Benefit Plans and no leased employees (as defined in Section 414(n) of the Code) or independent contractors are eligible for, or participate in, the Company’s 's Employee Benefit Plans. None of Company’s No Company Employee Benefit Plans 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, or comparable state statutes which provide for continuing health care coverage.

Schedule 3. 16.1 contains an accurate and complete list and description 16.3 of the Company Disclosure Letter lists (i) all of the Employee 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 any nature with respect to, whether known or unknown, direct or indirect, fixed or contingent, for the "employee benefit of 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 a Company’s Employee Benefit Plan that is intended to be a qualified plan plans" within the meaning of Section 401(a3(3) of ERISA, and (ii) all other employee benefit, bonus or other incentive compensation, stock option, stock purchase, stock appreciation, severance pay, lay-off or reduction in force, change in control, sick pay, vacation pay, salary continuation, retainer, leave of absence, educational assistance, service award, employee discount, fringe benefit plans, arrangements, policies or practices, to which the Company contributes to or has any obligation to or liability for (collectively, the "EMPLOYEE PLANS"). Each Employee Plan may be, and provides that it may be, amended or terminated at any time and, except for benefits protected under Section 411(d) of the CodeCode or Section 204(g) of ERISA, or benefits to which a plan participant or beneficiary has accrued a vested right, all pending applications for rulings, determination letters, opinions, no action letters and similar documents filed with benefits payable to current or terminated employees or any governmental agency (including beneficiary may be amended or terminated by the Department of Labor and the IRS), 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 documentsCompany at any time without liability. None of Company’s the Employee Benefit Plans is subject to Section 302 or Title IV of ERISA or Section 412 of the Code Section 412. None of Company’s Employee (a "Defined Benefit Plans Plan") or is a Multiple Employer "multiemployer plan" within the meaning of Section 3(37) of ERISA (a "Multiemployer Plan") and the Company has never (i) sponsored, maintained or contributed to, or been obligated to contribute to, a Defined Benefit Plan or Multiemployer Plan under Code Section 413(c(ii) or 414(f). No employer, other than the Company or an ERISA Affiliate, is permitted to participate or participates in the Company’s Employee Benefit Plans and no leased employees (as defined in Section 414(n) of the Code) or independent contractors are eligible forcontributed to, or participate inbeen obligated to contribute to, the Company’s Employee Benefit Plansa Multiemployer Plan. None of Company’s Employee Benefit Plans promises The Company does not maintain or contribute to any welfare benefit plan that provides health, life or other welfare health benefits to retirees an employee after the employee's termination of employment or former employees, or severance benefits, retirement except as required by under Section 4980B of the Code Section 4980B, and Sections 601 through 609 608 of ERISAERISA ("COBRA") or other applicable legal requirements. All expenses and liabilities relating to all of the Employee Plans described in Schedule 3.16.3 of the Company Disclosure Letter have been, or comparable state statutes which provide for continuing health care coverageand 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 Employee Plans have no unfunded liabilities not reflected on the Company Financial Statements.

Schedule 3. 16.1 16.(a) contains an accurate and a complete list and description of each 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 (i) all an "ERISA Affiliate"), that together with the Company would be deemed a "single employer within the meaning of section 4001 of the Employee Benefit Retirement Income Security Act of 1974, as amended ("ERISA"), for the benefit of any 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, Company or any ERISA Affiliate, sponsorsany Plan, maintains or contributes to, is required to contribute toany such trust, or has any trustee or could reasonably be expected to have any liability of any nature with respect to, whether known or unknown, direct or indirect, fixed or contingent, for the benefit of 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 anyadministrator thereof, or if none, Internal Revenue Service (“IRS”any party dealing with any Plan or any such trust could be subject to either a material civil penalty assessed pursuant to section 409 or 502(i) opinion or advisory letter issued with respect ERISA or a material tax imposed pursuant to a Company’s Employee Benefit Plan that is intended to be a qualified plan within the meaning of Section 401(a) section 4975 or 4976 of the Code, all pending applications for rulings, determination letters, opinions, no action letters and similar documents filed with any governmental agency (including the Department of Labor and the IRS), 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 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 permitted to participate or participates in the Company’s Employee Benefit Plans and no leased employees (as defined in 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, or comparable state statutes which provide for continuing health care coverage.

Schedule 3. 16.1 contains an accurate and complete list and description of (i) all of the Employee Benefit Plans which the CompanyAlphaCare 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 any nature with respect to, whether known or unknown, direct or indirect, fixed or contingent, for the benefit of present or former employees of the Company AlphaCare Companies and/or its ERISA Affiliates (referred to collectively as the “ Company’s “AlphaCare Companies’ Employee Benefit Plans” and individually as a “ Company’s “AlphaCare Companies’ Employee Benefit Plan”), (ii) all employees employed by the Company 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 Company’s 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 a Company’s AlphaCare Companies’ Employee Benefit Plan that is intended to be a qualified plan within the meaning of Section 401(a) of the Code, all pending applications for rulings, determination letters, opinions, no action letters and similar documents filed with any governmental agency (including the Department of Labor and the IRS), 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 AlphaCare Companies’ Employee Benefit Plans is subject to Title IV of ERISA or Code Section 412. None of Company’s AlphaCare Companies’ Employee Benefit Plans is a Multiple Employer Plan or Multiemployer Plan under Code Section 413(c) or 414(f). No employer, other than the Company AlphaCare Companies or an ERISA Affiliate, is permitted to participate or participates in the Company’s AlphaCare Companies’ Employee Benefit Plans and no leased employees (as defined in Section 414(n) of the Code) or independent contractors are eligible for, or participate in, the Company’s AlphaCare Companies’ Employee Benefit Plans. None of Company’s 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, or comparable state statutes which provide for continuing health care coverage.