Common use of Employee Benefit Plans; ERISA Clause in Contracts

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC Documents, there are no “employee benefit plans” (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by Parent. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “Parent Employee Benefit Plans.” (b) Any current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company or its advisors. (c) All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (d) There are no pending, or to the knowledge of Parent, threatened, claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such plan. (e) There is no pending, or to the knowledge of Parent, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit Plan. (f) No actual or, to the knowledge of Parent, contingent liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of Parent or the Parent SEC Documents, and to the knowledge of Parent, no contingent liability exists under ERISA with respect to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC Documents, there are no “employee benefit plans” (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by the Parent, whether written or unwritten and whether or not funded. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “Parent Employee Benefit Plans.” (b) Any current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given made available to the Company or its advisorsCompany. (c) All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (d) There are no pending, or to the knowledge of the Parent, threatened, claims or lawsuits which that have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such plan. (e) There is no pending, or to the knowledge of the Parent, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit PlanPlan and Parent has no knowledge of any incident, transaction, occurrence or circumstance which might reasonably be expected to trigger such an investigation or enforcement action. (f) No actual or, to the knowledge of Parent, contingent liability Liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of Parent Financial Statements or the Parent SEC Documents, and to the knowledge of the Parent, no contingent liability Liability exists under ERISA with respect to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC Documents, there are no “employee benefit plans” (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by the Parent. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “Parent Employee Benefit Plans.” (b) Any current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company or its advisors. (c) All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (d) There are no pending, or to the knowledge of the Parent, threatened, claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such plan. (e) There is no pending, or to the knowledge of the Parent, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit Plan. (f) No actual or, to the knowledge of Parent, contingent liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of the Parent or the Parent SEC Documents, and to the knowledge of the Parent, no contingent liability exists under ERISA with respect to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC Documents, there are no “employee benefit plans” (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by Parent, whether written or unwritten and whether or not funded. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “Parent Employee Benefit Plans.” (b) Any current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company or its advisors. (c) All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (d) There are no pending, or to the knowledge of Parent, threatened, claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such plan, nor does Parent have any knowledge of any incident, transaction, occurrence or circumstance that might reasonably be expected to form the basis for any such claim or lawsuit. (e) There is no pending, or to the knowledge of Parent, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit PlanPlan and Parent has no knowledge of any incident, transaction, occurrence circumstance which might reasonably be expected to trigger such an investigation or enforcement action. (f) No actual or, to the knowledge of Parent, contingent liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of Parent or the Parent SEC Documents, and to the knowledge of Parent, no contingent liability exists under ERISA with respect to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC Documents, there are no “employee benefit plans” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by the Parent. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “Parent Employee Benefit Plans.” (b) Any current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company or its advisors. (c) All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (d) There are no pending, or to the knowledge of the Parent, threatened, claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such plan. (e) There is no pending, or to the knowledge of the Parent, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit Plan. (f) No actual or, to the knowledge of Parent, contingent liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of the Parent or the Parent SEC Documents, and to the knowledge of the Parent, no contingent liability exists under ERISA with respect to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC Documents, there are no “"employee benefit plans” " (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by the Parent. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “Parent Employee Benefit Plans"PARENT EMPLOYEE BENEFIT PLANS.”" (b) Any current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company or its advisors. (c) All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (d) There are no pending, or to the knowledge of the Parent, threatened, claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such plan. (e) There is no pending, or to the knowledge of the Parent, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit Plan. (f) No actual or, to the knowledge of Parent, contingent liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of the Parent or the Parent SEC Documents, and to the knowledge of the Parent, no contingent liability exists under ERISA with respect to any “"multi-employer plan,” " as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC Documents, there are no “"employee benefit plans” " (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by the Parent. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “"Parent Employee Benefit Plans.”" (b) Any current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company or its advisors. (c) All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (d) There are no pending, or to the knowledge of the Parent, threatened, claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such plan. (e) There is no pending, or to the knowledge of the Parent, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit Plan. (f) No actual or, to the knowledge of Parent, or contingent liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of the Parent or the Parent SEC Documents, and to the knowledge of the Parent, no contingent liability exists under ERISA with respect to any “"multi-employer plan,” " as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC Documents, there There are no “employee benefit plans” (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs of every type other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by Parentthe Company, whether written or unwritten and whether or not funded. Any The plans listed in the Parent SEC Documents on Schedule 2.18 hereto are hereinafter referred to as the “Parent Employee Benefit Plans.” (b) Any All current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given made available to the Company Parent and Acquisition Corp. or its their advisors. (c) All Parent To the knowledge of the Company, all Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (d) There are no pending, or to the knowledge of Parent, threatened, pending claims or lawsuits which that have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent an Employee Benefit Plan with respect to the operation of such plan, nor does the Company have any knowledge of any incident, transaction, occurrence or circumstance that might reasonably be expected to form the basis of any such claim or lawsuit. (e) There is no pendingpending or, or to the knowledge of Parentthe Company, threatenedcontemplated investigation, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit PlanPlan and the Company has no knowledge of any incident, transaction, occurrence or circumstance which might reasonably be expected to trigger such an investigation or enforcement action. (f) No actual or, to the knowledge of Parentthe Company, contingent liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of Parent or the Parent SEC DocumentsCompany, and to the knowledge of Parent, no contingent liability exists under ERISA with respect to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISA. (g) No events have occurred or are expected to occur with respect to any Employee Benefit Plan that would cause a material change in the costs of providing benefits under such Employee Benefit Plan or would cause a material change in the cost of providing for other liabilities of such Employee Benefit Plan.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC Documents, there are no “"employee benefit plans” " (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by the Parent. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “"Parent Employee Benefit Plans.”" (b) Any current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company or its advisors. (c) All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (d) There are no pending, or to the knowledge of the Parent, threatened, claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such plan. (e) There is no pending, or to the knowledge of the Parent, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit Plan. (f) No actual or, to the knowledge of Parent, contingent liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of the Parent or the Parent SEC Documents, and to the knowledge of the Parent, no contingent liability exists under ERISA with respect to any “"multi-employer plan,” " as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC Documents, there are no “"employee benefit plans” " (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by the Parent. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “"Parent Employee Benefit Plans.”" (b) Any current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given made available to the Company or its advisorsCompany. (c) All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (d) There are no pending, or to the knowledge of the Parent, threatened, claims or lawsuits which that have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such plan. (e) There is no pending, or to the knowledge of the Parent, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit Plan. (f) No actual or, to the knowledge of Parent, contingent liability Liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of Parent Financial Statements or the Parent SEC Documents, and to the knowledge of the Parent, no contingent liability Liability exists under ERISA with respect to any “"multi-employer plan,” " as defined in Section 3(37) or Section 4001(a)(3) of ERISA.)

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC Documents, there There are no “employee benefit plans” (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs of every type other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by Parentthe Company, whether written or unwritten and whether or not funded. Any The plans listed in the Parent SEC Documents on Schedule 2.18 hereto are hereinafter referred to as the “Parent Employee Benefit Plans.” (b) Any All current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given made available to the Company Parent and Acquisition Corp. or its their advisors. (c) All Parent To the knowledge of the Company, all Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (d) There are no pending, or to the knowledge of Parent, threatened, pending claims or lawsuits which that have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent an Employee Benefit Plan with respect to the operation of such plan, nor does the Company have any knowledge of any incident, transaction, occurrence or circumstance that might reasonably be expected to form the basis of any such claim or lawsuit. (e) There is no pendingpending or, or to the knowledge of Parentthe Company, threatenedcontemplated investigation, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit PlanPlan and the Company has no knowledge of any incident, transaction, occurrence or circumstance which might reasonably be expected to trigger such an investigation or enforcement action. (f) No actual or, to the knowledge of Parentthe Company, contingent liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of Parent or the Parent SEC Documents, Plan and to the knowledge of Parent, no contingent liability exists under ERISA with respect to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISA. (g) No events have occurred or are expected to occur with respect to any Employee Benefit Plan that would cause a material change in the costs of providing benefits under such Employee Benefit Plan or would cause a material change in the cost of providing for other liabilities of such Employee Benefit Plan.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent Purchaser SEC Documents, there are no “employee benefit plans” (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by Parentthe Purchaser, whether written or unwritten and whether or not funded. Any plans listed in the Parent Purchaser SEC Documents are hereinafter referred to as the “Parent Purchaser Employee Benefit Plans.” (b) Any current and prior material documents, including all amendments thereto, with respect to each Parent Purchaser Employee Benefit Plan have been given made available to the Company or its advisorsCompany. (c) All Parent Purchaser Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (d) There are no pending, or to the knowledge of Parentthe Purchaser, threatened, claims or lawsuits which that have been asserted or instituted against any Parent Purchaser Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Purchaser Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Purchaser Employee Benefit Plans or against any fiduciary of a Parent Purchaser Employee Benefit Plan with respect to the operation of such plan. (e) There is no pending, or to the knowledge of Parentthe Purchaser, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Purchaser Employee Benefit PlanPlan and Purchaser has no knowledge of any incident, transaction, occurrence or circumstance which might reasonably be expected to trigger such an investigation or enforcement action. (f) No actual or, to the knowledge of ParentPurchaser, contingent liability Liability exists with respect to the funding of any Parent Purchaser Employee Benefit Plan or for any other expense or obligation of any Parent Purchaser Employee Benefit Plan, except as disclosed on the financial statements of Parent Purchaser Financial Statements or the Parent Purchaser SEC Documents, and to the knowledge of Parentthe Purchaser, no contingent liability Liability exists under ERISA with respect to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

Employee Benefit Plans; ERISA. (a) Except as disclosed in Section 4.11 of the Parent SEC DocumentsCompany Disclosure Schedule contains a true, there are no “correct and complete list of each bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance 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 employee benefit plans” plan, program, agreement or arrangement, sponsored, maintained or contributed to or required to be 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 Section 4001 of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder ("ERISA") or Sections 414(b) or (c) of the Code, for the benefit of any employee or former employee of the Company or any ERISA Affiliate, whether formal or informal and whether legally binding or not (the "PLANS"). Section 4.11 of the Company Disclosure Schedule identifies each of the Plans that is an "employee benefit plan," as that term is defined in Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by Parent. Any ERISA (such plans listed in the Parent SEC Documents are being hereinafter referred to collectively as the “Parent Employee Benefit Plans"ERISA PLANS").” (b) Any current No liability under Title IV of ERISA has been incurred by the Company or any ERISA Affiliate since the effective date of ERISA that has not been satisfied in full, and prior no condition exists that presents a material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given risk to the Company or its advisorsany ERISA Affiliate of incurring a liability under such Title, other than liability for premiums due the Pension Benefit Guaranty Corporation ("PBGC") (which premiums have been paid when due). No reportable event within the meaning of Section 4043 of ERISA (as to which notices would be required to be filed) has occurred with respect to any ERISA Plan. (c) All Parent Employee Benefit Plans are in The PBGC has not instituted proceedings to terminate any ERISA Plan and, to the knowledge of the Company, no condition exists that presents a material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign lawrisk that such proceedings will be instituted. (d) There are no pending, or No ERISA Plan is subject to the knowledge Title IV of Parent, threatened, claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such planERISA. (e) There is no pendingNeither the Company nor any ERISA Affiliate, nor any ERISA Plan, nor any trust created thereunder, nor any trustee or administrator thereof has engaged in a transaction in connection with which the Company or any ERISA Affiliate, any ERISA Plan, any such trust, or to the knowledge of Parentany trustee or administrator thereof, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency party dealing with respect any ERISA Plan or any such trust could be subject to any Parent Employee Benefit Planeither a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code. (f) No actual orFull payment has been made, or will be made in accordance with Section 404(a)(6) of the Code, of all amounts which the Company or any ERISA Affiliate is required to pay under the terms of each ERISA Plan as of the last day of the most recent plan year thereof ended prior to the knowledge date of Parentthis Agreement, contingent liability exists and all such amounts properly accrued through the Effective Time with respect to the current plan year thereof will be paid by the Company on or prior to the Effective Time or will be properly recorded in the Company's financial statements in accordance with GAAP; and no ERISA Plan or any trust established thereunder has incurred any "accumulated funding deficiency" (as defined 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 ERISA Plan ended prior to the date of this Agreement; and all contributions required to be made with respect thereto (whether pursuant to the terms of any Parent Employee Benefit ERISA Plan or for any other expense otherwise), on or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of Parent or the Parent SEC Documents, and prior to the knowledge of ParentEffective Time, no contingent liability exists under have been timely made. (g) No ERISA with respect to any “Plan is a "multi-employer plan,” " as such term is defined in Section 3(37) or of ERISA, nor is any ERISA Plan a plan described in Section 4001(a)(34063(a) of ERISA. (h) Each Plan has been operated and administered in accordance with its terms and applicable law, including, but not limited to, ERISA and the Code. (i) Each ERISA Plan which is intended to be "qualified" within the meaning of Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service (the "IRS"), and 11

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC Documents, there are no “"employee benefit plans” " (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by the Parent. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “"Parent Employee Benefit Plans.”" (b) Any current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company or its advisors. (c) All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (d) There are no pending, or to the knowledge of Parent, threatened, claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such plan. (e) There is no pending, or to the knowledge of Parent, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit Plan. (f) No actual or, to the knowledge of Parent, contingent liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of Parent or the Parent SEC Documents, and to the knowledge of Parent, no contingent liability exists under ERISA with respect to any “"multi-employer plan,” " as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC Documents, there are no “employee benefit plans” (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by the Parent. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “Parent Employee Benefit Plans.” (b) Any current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company or its advisors. (c) All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (d) There are no pendingpending or, or to the knowledge of Parent, threatened, claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such plan. (e) There is no pendingpending or, or to the knowledge of Parent, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit Plan. (f) No actual or, to the knowledge of Parent, or contingent liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of Parent or the Parent SEC Documents, and to the knowledge of Parent, no contingent liability exists under ERISA with respect to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

Employee Benefit Plans; ERISA. (a) Except as disclosed described in the Recent Parent SEC DocumentsReports or as would not have a material adverse effect on Parent and its Subsidiaries taken as a whole, there are no “employee benefit plans” (within the meaning of Section 3(3i) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by Parent. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “Parent Employee Benefit Plans.” (b) Any current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company or its advisors. (c) All Parent Employee Benefit Plans are in material compliance with the all applicable requirements of ERISAlaw, including ERISA and the Code Code, and (ii) neither Parent nor any other applicable state, federal or foreign law. (d) There are no pending, or to the knowledge of Parent, threatened, claims or lawsuits which have been asserted or instituted against its Subsidiaries nor any Parent Employee Benefit Plan, the assets of ERISA Affiliate has any of the trusts liabilities or funds under the obligations with respect to any such Parent Employee Benefit Plans, the plan sponsor whether accrued, contingent or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such plan. (e) There is no pendingotherwise, or nor to the knowledge of ParentParent are any such liabilities or obligations expected to be incurred. The execution of, threatenedand performance of the transactions contemplated in, investigation this Agreement will not (either alone or pending upon the occurrence of any additional or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit Plan. (fsubsequent events) No actual or, to the knowledge of Parent, contingent liability exists with respect to the funding of constitute an event under any Parent Employee Benefit Plan that will or for may result in any other expense payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee. (b) No liability under Title IV of ERISA has been incurred by Parent or any Parent Employee Benefit Plan, except as disclosed on ERISA Affiliate within the financial statements of Parent or the Parent SEC Documents, and to past six years that has not been satisfied in full. To the knowledge of Parent, no contingent condition exists that presents a material risk to Parent, any of the Subsidiaries or any Parent ERISA Affiliate of incurring a liability under such Title. The PBGC has not instituted proceedings to terminate any of the Plans and no condition exists that presents a material risk that such proceedings will be instituted. With respect to each of the Plans that is subject to Title IV of ERISA, the present value of accrued benefits under ERISA such plan, 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 accrued benefits by an amount which would have, or could reasonably be expected to have, a material adverse effect on Parent and its Subsidiaries taken as a whole. None of the Plans or any “multi-employer plan,” trust established thereunder has incurred any "accumulated funding deficiency" (as defined in Section 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 Plans ended prior to the date of this Agreement. No withdrawal by Parent or any Parent ERISA Affiliate from any Parent Employee Benefit Plan that is a "multiemployer plan," as such term is defined in section 3(37) or Section 4001(a)(3) of ERISA, would result in a withdrawal liability having a material adverse effect on Parent and its Subsidiaries taken as a whole. Each of the Plans that is intended to be "qualified" within the meaning of section 401(a) of the Code is so qualified and the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code. No liability under any Plan which provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees after retirement or other 40 termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) would, or would reasonably be likely to, have a material adverse effect on Parent and its Subsidiaries taken as a whole. There are no pending or threatened 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). (c) As used herein "Parent Employee Benefit Plan" means any Plan entered into, established, maintained, sponsored, contributed to or required to be contributed to by Parent or any of its Subsidiaries or ERISA Affiliates for the benefit of the current or former employees or directors of Parent or any of its Subsidiaries and existing on the date of this Agreement or at any time subsequent thereto and on or prior to the Effective Time and, in the case of a Plan which is subject to Part 3 of Title I of ERISA, Section 412 of the Code or Title IV of ERISA, at any time during the five-year period preceding the date of this Agreement.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC Documents, there There are no “employee benefit plans” (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by the Parent, whether written or unwritten and whether or not funded. Any plans listed in the Parent SEC Documents Schedule 5.15 are hereinafter referred to as the “Parent Employee Benefit Plans.””‌ (b) Any current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given made available to the Company or its advisorsCompany. (c) All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (d) There are no pending, or to the knowledge of the Parent, threatened, claims or lawsuits which that have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such plan, nor does the Parent have any knowledge of any incident, transaction, occurrence or circumstance which might reasonably be expected to form the basis of any such claim or lawsuit. (e) There is no pending, or to the knowledge of the Parent, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit PlanPlan and Parent has no knowledge of any incident, transaction, occurrence or circumstance which might reasonably be expected to trigger such an investigation or enforcement action. (f) No actual or, to the knowledge of Parent, contingent liability Liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of Parent or the Parent SEC Documents, and to the knowledge of the Parent, no contingent liability Liability exists under ERISA with respect to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISA. (g) No events have occurred or are reasonably expected to occur with respect to any Parent Employee Benefit Plan that would cause a material change in the costs of providing benefits under such Parent Employee Benefit Plan or would cause a material change in the cost of providing such Parent Employee Benefit Plan.

Employee Benefit Plans; ERISA. (a) Except as disclosed described in the Recent Parent SEC DocumentsReports or as would not have a material adverse effect on Parent and its Subsidiaries taken as a whole, there are no “employee benefit plans” (within the meaning of Section 3(3i) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by Parent. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “Parent Employee Benefit Plans.” (b) Any current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company or its advisors. (c) All Parent Employee Benefit Plans are in material compliance with the all applicable requirements of ERISAlaw, including ERISA and the Code Code, and (ii) neither Parent nor any other applicable state, federal or foreign law. (d) There are no pending, or to the knowledge of Parent, threatened, claims or lawsuits which have been asserted or instituted against its Subsidiaries nor any Parent Employee Benefit Plan, the assets of ERISA Affiliate has any of the trusts liabilities or funds under the obligations with respect to any such Parent Employee Benefit Plans, the plan sponsor whether accrued, contingent or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such plan. (e) There is no pendingotherwise, or nor to the knowledge of ParentParent are any such liabilities or obligations expected to be incurred. The execution of, threatenedand performance of the transactions contemplated in, investigation this Agreement will not (either alone or pending upon the occurrence of any additional or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit Plan. (fsubsequent events) No actual or, to the knowledge of Parent, contingent liability exists with respect to the funding of constitute an event under any Parent Employee Benefit Plan that will or for may result in any other expense payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee. (b) No liability under Title IV of ERISA has been incurred by Parent or any Parent Employee Benefit Plan, except as disclosed on ERISA Affiliate within the financial statements of Parent or the Parent SEC Documents, and to past six years that has not been satisfied in full. To the knowledge of Parent, no contingent condition exists that presents a material risk to Parent, any of the Subsidiaries or any Parent ERISA Affiliate of incurring a liability under such Title. The PBGC has not instituted proceedings to terminate any of the Plans and no condition exists that presents a material risk that such proceedings will be instituted. With respect to each of the Plans that is subject to Title IV of ERISA, the present value of accrued benefits under ERISA such plan, 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 accrued benefits by an amount which would have, or could reasonably be expected to have, a material adverse effect on Parent and its Subsidiaries taken as a whole. None of the Plans or any “multi-employer plan,” trust established thereunder has incurred any "accumulated funding deficiency" (as defined in Section 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 Plans ended prior to the date of this Agreement. No withdrawal by Parent or any Parent ERISA Affiliate from any Parent Employee Benefit Plan that is a "multiemployer plan," as such term is defined in section 3(37) or Section 4001(a)(3) of ERISA, would result in a withdrawal liability having a material adverse effect on Parent and its Subsidiaries taken as a whole. Each of the Plans that is intended to be "qualified" within the meaning of section 401(a) of the Code is so qualified and the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code. No liability under any Plan which provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) would, or would reasonably be likely to, have a material adverse effect on Parent and its Subsidiaries taken as a whole. There are no pending or threatened 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). (c) As used herein "Parent Employee Benefit Plan" means any Plan entered into, established, maintained, sponsored, contributed to or required to be contributed to by Parent or any of its Subsidiaries or ERISA Affiliates for the benefit of the current or former employees or directors of Parent or any of its Subsidiaries and existing on the date of this Agreement or at any time subsequent thereto and on or prior to the Effective Time and, in the case of a Plan which is subject to Part 3 of Title I of ERISA, Section 412 of the Code or Title IV of ERISA, at any time during the five-year period preceding the date of this Agreement.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC Documents, there are no does not maintain and is not obligated to contribute to any “employee benefit plansplan,” (within the meaning of Section 3(3) of “employee pension benefit plan,” or “welfare benefit plan” as such terms are defined in ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by Parent. Any prior plans are listed in the Parent SEC Documents and are hereinafter referred to as the “Parent Employee Benefit Plans.” (b) Any current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company or its advisors. (c) All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (da) There are no pending, or to the knowledge of the Parent, threatened, claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such plan. (eb) There is no pending, or to the knowledge of the Parent, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit Plan. (fc) No actual or, to the knowledge of Parent, contingent liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of the Parent or the Parent SEC Documents, and to the knowledge of the Parent, no contingent liability exists under ERISA with respect to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC Documents, there There are no “employee benefit plans” (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by Parent. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “Parent Employee Benefit Plans.” (b) Any current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company or its advisors. (c) All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (d) There are no pending, or to the knowledge of Parent, threatened, claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such plan. (e) There is no pending, or to the knowledge of Parent, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit Plan. (f) No actual or, to the knowledge of Parent, contingent liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of Parent or the Parent SEC DocumentsParent, and to the knowledge of Parent, no contingent liability exists under ERISA with respect to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC Documents, there are no “employee benefit plans” (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by the Parent. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “Parent Employee Benefit Plans.” (b) Any current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company or its advisors. (c) All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (d) There are no pending, or to the knowledge of the Parent, threatened, claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such plan. (e) There is no pending, or to the knowledge of the Parent, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit Plan. (f) No actual or, to the knowledge of Parent, contingent liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of the Parent or the Parent SEC Documents, and to the knowledge of Parent, no contingent liability exists under ERISA with respect to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

Employee Benefit Plans; ERISA. (ai) Schedule 4.17 lists each stock option, stock purchase, disability, vacation pay, incentive, bonus, severance pay, deferred compensation, supplemental income or other employee benefit plan, policy or arrangement or agreement and each other "employee benefit plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), maintained by or contributed to by VI, the Company or any ERISA Affiliate of the Company, including all amendments thereto (collectively referred to as "Benefit Plans"), covering current or former employees of the Company or dependents or survivors of employees or former employees of the Company. (ii) Except as disclosed set forth on Schedule 4.17, each Benefit Plan is in substantial compliance with all applicable laws and regulatory requirements, and has been administered substantially in accordance with its terms. To the Parent SEC Documentsknowledge of New VII, there are no “circumstances relating to any Benefit Plan intended to be tax-qualified under Section 401(a) of the Code that would likely be treated by the IRS as a disqualifying event. No material liabilities, other than for payment of benefits in the ordinary course, have been incurred nor, to the knowledge of New VII, do any facts exist which are reasonably likely to result in any material liability (whether or not asserted as of the date hereof) of the Company arising by virtue of any event, act or omission occurring prior to the Exchange Date with respect to any Benefit Plan. To the knowledge of New VII, no liens under Code Section 412(n) or ERISA Section 4068(a) exists, no accumulated funding deficiency under Code Section 412(a) exists and no liabilities under ERISA Section 4069(a) or Section 4201(a) have been incurred with respect to any employee benefit plans” plan (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by Parent. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “Parent Employee Benefit Plans.” (b) Any current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company or its advisorsany member of an ERISA affiliated group (as defined under Section 414(b), (c) and (m) of the Code) which would have a Material Adverse Effect, nor do any facts exist which are reasonably likely to result in the assertion of such liens or liabilities. (ciii) All Parent Employee Benefit Plans are in material compliance with the applicable requirements None of ERISAVI, the Code and any other applicable stateOld VII, federal or foreign law. (d) There are no pending, or to the knowledge of Parent, threatened, claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such plan. (e) There is no pending, or to the knowledge of Parent, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service New VII or any other government agency ERISA Affiliate thereof has any present or future obligation to make any payment to or with respect to any Parent Employee Benefit Plan. present or former employee of the Company pursuant to any retiree medical benefit plan or other retiree welfare benefit plan (f) No actual orin each case except as required by law), to and no condition exists that would prevent the knowledge of Parent, contingent liability exists with respect to the funding of Company from amending or terminating any Parent Employee Benefit Plan or for any other expense or obligation providing retiree welfare benefits to employees of any Parent Employee Benefit Plan, except as disclosed on the financial statements of Parent or the Parent SEC Documents, and to the knowledge of Parent, no contingent liability exists under ERISA with respect to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISACompany.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC DocumentsSchedule 2.17 hereto, there are no “employee benefit plans” (within the meaning of Section 3(3) of the ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs of every type other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by Parentthe Company, whether written or unwritten and whether or not funded. Any The plans listed in the Parent SEC Documents Schedule 2.17 hereto are hereinafter referred to as the “Parent Employee Benefit Plans.” (ba) Any All current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company Parent or its advisors. (cb) All Parent To the knowledge of the Company, all Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (dc) There are no pending, or to the knowledge of Parent, threatened, pending claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent an Employee Benefit Plan with respect to the operation of such plan, nor does the Company have any knowledge of any incident, transaction, occurrence or circumstance which might reasonably be expected to form the basis of any such claim or lawsuit. (ed) There is no pendingpending or, or to the knowledge of Parentthe Company, threatenedcontemplated investigation, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit PlanPlan and the Company has no knowledge of any incident, transaction, occurrence or circumstance which might reasonably be expected to trigger such an investigation or enforcement action. (fe) No actual or, to the knowledge of Parentthe Company, contingent liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of Parent the Company or the Parent SEC DocumentsSchedules to this Agreement, and to the knowledge of Parent, no contingent liability exists under ERISA with respect to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISA. (f) No events have occurred or are expected to occur with respect to any Employee Benefit Plan that would cause a material change in the costs of providing benefits under such Employee Benefit Plan or would cause a material change in the cost of providing for other liabilities of such Employee Benefit Plan.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC Documents, there are no “employee benefit plans” (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by the Parent. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “Parent Employee Benefit Plans.” (b) Any current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company or its advisors. (c) All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (d) There are no pending, or to the knowledge of the Parent, threatened, claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such plan. (e) There is no pending, or to the knowledge of the Parent, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit Plan. (f) No actual or, to the knowledge of Parent, contingent liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of the Parent or the Parent SEC Documents, and to the knowledge of the Parent, no contingent liability exists under ERISA with respect to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISA. (g) No events have occurred or are expected to occur with respect to any Employee Benefit Plan that would cause a material change in the costs of providing benefits under such Employee Benefit Plan or would cause a material change in the cost of providing for other liabilities of such Employee Benefit Plan.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC DocumentsDocuments filed prior to the date hereof, there are no “employee benefit plans” (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by the Parent. Any plans listed in the such Parent SEC Documents are hereinafter referred to as the “Parent Employee Benefit Plans.” (b) Any current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company or its advisors. (c) All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (d) There are no pending, or to the knowledge of the Parent, threatened, claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such plan. (e) There is no pending, or to the knowledge of the Parent, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit Plan. (f) No actual or, to the knowledge of Parent, contingent liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of the Parent or the Parent SEC DocumentsDocuments filed prior to the date hereof, and to the knowledge of the Parent, no contingent liability exists under ERISA with respect to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

Employee Benefit Plans; ERISA. (a) Except as disclosed Schedule 5.16 hereto sets forth a true and complete list of each employee benefit plan, arrangement or agreement that is maintained or contributed to by Parent or the Sub or by any ERISA Affiliate of Parent (the "Parent Plans") or with respect to which Parent or any ERISA Affiliate of Parent has any liability. Neither Parent nor any ERISA Affiliate of Parent has any formal plan or commitment to create any additional plan or modify any existing Parent Plan, except for such modifications that are required by law. (b) Each of the Parent Plans that is subject to ERISA is in compliance with ERISA, except for any failures to be in such compliance that individually or in the aggregate have not had and could not reasonably be expected to have a Parent SEC DocumentsMaterial Adverse Effect; each of the Parent Plans intended to be "qualified" within the meaning of Section 401(a) of the Code is so qualified, there no event has occurred which may affect such qualification and the trusts maintained thereunder are exempt from taxation under Section 501(a) of the Code, except as has not had and could not reasonably be expected to have a Parent Material Adverse Effect; no Parent Plan has an accumulated or waived funding deficiency within the meaning of Section 412 of the Code, except as has not had and could not reasonably be expected to have a Parent Material Adverse Effect; neither Parent nor any ERISA Affiliate of Parent has incurred, directly or indirectly, any liability to or on account of a Parent Plan pursuant to Title IV of ERISA, except for such liability or liabilities that individually or in the aggregate have not had and could not reasonably be expected to have a Parent Material Adverse Effect; no proceedings have been instituted to terminate any Parent Plan that is subject to Title IV of ERISA; no "reportable event," as such term is defined in Section 4043(c) of ERISA, has occurred with respect to any Parent Plan, except for any such reportable event that occurred more than three years before the date of this Agreement; and no condition exists that presents a material risk to Parent or an ERISA Affiliate of Parent of incurring a liability to or on account of a Parent Plan pursuant to Title IV of ERISA, except for such conditions which individually or in the aggregate have not had and could not reasonably be expected to have a Parent Material Adverse Effect. (c) There are no “employee benefit plans” facts or circumstances that would materially change the funded status of any Parent Plan that is a "defined benefit" plan (as defined in Section 3(35) of ERISA) since the date of the most recent actuarial report for such plan. No Parent Plan is a multiemployer plan (within the meaning of Section 3(33(37) of ERISA) nor any other employee benefit and no Parent Plan is a multiple employer plan as defined in Section 413 of the Code. Except for contributions or fringe benefit arrangements, practices, contracts, policies amounts which either individually or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by Parent. Any plans listed in the aggregate have not had and could not reasonably be expected to have a Parent SEC Documents are hereinafter referred to Material Adverse Effect, all contributions or other amounts payable by Parent or the Sub as of the “Parent Employee Benefit Plans.” (b) Any current and prior material documents, including all amendments thereto, Effective Time with respect to each Parent Employee Benefit Plan in respect of current or prior plan years have been given either paid or accrued on the consolidated balance sheet of Parent. There are no pending, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the Parent Plans or any trusts related thereto, except for such claims which individually or in the aggregate have not had and could not reasonably be expected to the Company or its advisors. (c) All have a Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign lawMaterial Adverse Effect. (d) There are no pendingNeither Parent, or to the knowledge nor any ERISA Affiliate of Parent, threatened, claims or lawsuits which have been asserted or instituted against nor any Parent Employee Benefit Plan, the assets nor any trust created thereunder, nor any trustee or administrator thereof has incurred any liability pursuant to Section 409 or 502(i) of any ERISA or Section 4975 or 4976 of the trusts Code, that, in either case, individually or funds in the aggregate has had or could reasonably be expected to have a Parent Material Adverse Effect. No amounts payable under the Parent Employee Benefit PlansPlans will, individually or in the plan sponsor or the plan administrator aggregate, fail to be deductible for federal income tax purposes by virtue of any Section 280G of the Code. No Parent Employee Benefit Plans Plan provides death or against any fiduciary of a Parent Employee Benefit Plan medical benefits (whether or not insured), with respect to current or former employees of Parent or any ERISA Affiliate of Parent beyond their retirement or other termination of service the operation cost of which is material to Parent and Sub taken as a whole other than (i) coverage mandated by applicable law or (ii) death benefits under any "employee pension plan," as that term is defined in Section 3(2) of ERISA. Except as disclosed on Schedule 5.16, the consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former employee or officer of Parent or any ERISA Affiliate of Parent to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such planemployee or officer. (e) There is no pendingAll Parent Plans comply in form and operation, or to the knowledge and Parent and each ERISA Affiliate of Parent, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit Plan. (f) No actual or, to the knowledge of Parent, contingent liability exists have complied with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit PlanPlans, with all applicable Laws, except as disclosed on where the financial statements of failure to comply has not had and could not reasonably be expected to have a Parent or the Parent SEC Documents, and to the knowledge of Parent, no contingent liability exists under ERISA with respect to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISAMaterial Adverse Effect.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC DocumentsSchedule 2.16 hereto, there are no “employee benefit plans” (within the meaning of Section 3(3) of the ERISA) nor or any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by Parentthe Company. Any The plans listed in the Parent SEC Documents Schedule 2.16 hereto are hereinafter referred to as the “Parent Employee Benefit Plans.” (b) Any All current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company Parent or its advisors. (c) All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code Code, and any other applicable state, federal or foreign law. (d) There are no pendingpending or, or to the knowledge of Parentthe Company, threatened, claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent an Employee Benefit Plan with respect to the operation of such plan. (e) There is no pendingpending or, or to the knowledge of Parentthe Company, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit Plan. (f) No actual or, to the knowledge of Parentthe Company, contingent contingent, liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of Parent the Company or the Parent SEC DocumentsSchedules to this Agreement, and to the knowledge of Parentthe Company, no contingent liability exists under ERISA with respect to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

Employee Benefit Plans; ERISA. Except as otherwise disclosed in Section 2.11 of the Company Disclosure Letter: (a) Section 2.11(a) of the Company Disclosure Letter sets forth a complete and accurate list of all employee benefit plans and arrangements (written or oral) of any type (including plans described in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), including severance pay, sick leave, vacation pay, salary continuation for disability, compensation agreements, retirement, deferred compensation, bonus, long-term incentive, stock option, stock purchase, restricted stock, stock bonus, deferred share, hospitalization, medical insurance, life insurance and scholarship programs sponsored, maintained, contributed to, or obligated to contribute to by Company or any of its Subsidiaries (the "COMPANY EMPLOYEE BENEFIT PLANS"). Except as disclosed for the Company Employee Benefit Plans, neither Company nor any of its Subsidiaries maintains or has any fixed or contingent material liability with respect to, any employee benefit, pension or other plan that is subject to ERISA. (b) There is no material violation of ERISA, the Code or other applicable Laws with respect to the filing of applicable reports, documents and notices regarding any Company Employee Benefit Plan with any Governmental Authority or the furnishing of such documents to the participants or beneficiaries of the Company Employee Benefit Plans. With respect to the Company Employee Benefit Plans, there exists no condition or set of circumstances in connection with Company or any of its Subsidiaries that could be expected to result in material liability under ERISA, the Code or any applicable Law. With respect to the Company Employee Benefit Plans, individually and in the Parent SEC Documentsaggregate, there are no “employee material unfunded or underfunded benefit plans” obligations that have not been properly footnoted in accordance with GAAP, on the financial statements of Company. (c) The Company Employee Benefit Plans have been maintained, in all material respects, in accordance with their terms and in accordance with all applicable federal and state Laws, and neither the Company nor any Subsidiary, nor to the knowledge of the Company, any "party in interest" (as defined in Section 3(14) of ERISA) or "disqualified person" (as defined in Section 4975(e)(2) of the Code) with respect to the Company Employee Benefits Plans, has engaged in any "prohibited transaction" within the meaning of Section 3(3) 4975 of the Code or Section 406 of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by Parent. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “Parent Employee Benefit Plans.” (b) Any current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company or its advisors. (c) All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (d) There are no pendingExcept as otherwise set forth in Section 2.11 of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the transactions contemplated hereby will either alone or together with any other event or condition, result in any material payment becoming due to any employee or group of employees of either the Company or any Subsidiary. Neither the execution and delivery of this Agreement nor the transactions contemplated hereby will, either alone or together with any other event or condition, result in or satisfy a condition to the knowledge payment of Parentcompensation (including accelerated vesting or payment of compensation) that would, threatenedin combination with any other payment, claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, result in an "excess parachute payment" within the assets meaning of any Section 280G of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such planCode. (e) There is no pending, or to the knowledge of Parent, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with With respect to any Parent each of the Company Employee Benefit PlanPlans, true, correct and complete copies of the following documents have been made available to Parent: (i) the plan document and any related trust agreement; (ii) current summary plan descriptions; (iii) the most recent Forms 5500, if applicable; (iv) the most recent IRS determination letter, if applicable; and (v) the most recent actuarial valuation report, if any. (f) No actual or, Any Company Pension Benefit Plans intended to qualify under Section 401 of the knowledge of Parent, contingent liability Code have been determined by the Internal Revenue Service ("IRS") to be so qualified and no event has occurred and no condition exists with respect to the funding form or operation of such Company Pension Benefit Plans that would cause the loss of such qualification or exemption. There are no investigations pending by any Governmental Authority (including the PBGC) or pending or threatened suits (other than routine claims for benefits) involving the Company Employee Benefit Plans. (g) None of the Company, any of its Subsidiaries, or any of their ERISA Affiliates maintain or contribute to, nor have they within the past six years maintained or made any material contributions to, any pension plan subject to Title IV of ERISA or Sections 412 of the Code or 302 of ERISA. Neither the Company nor any Subsidiary of the Company nor any entity that is or has been a member of any Parent Employee Benefit Plan or for any other expense or obligation group of any Parent Employee Benefit Plan, except as disclosed on the financial statements of Parent or the Parent SEC Documents, and to the knowledge of Parent, no contingent liability exists under ERISA with respect to any “multi-employer plan,” as defined persons described in Section 3(37414(b), (c), (m), (o) or Section 4001(a)(3(t) of the Code, including the Company or a Subsidiary ("ERISA AFFILIATE"), has incurred, or is reasonably likely to incur, material liability under Title IV of ERISA.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC Documents, there are no “All "employee benefit plans” " (within the meaning of Section 3(3) of the ERISA) nor any of the Company and its subsidiaries and other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs of every type, other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by Parent. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “Parent Employee Benefit Plans.” (b) Any current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company or any of its advisors. subsidiaries, whether written or unwritten and whether or not funded (c) All Parent each, an "Employee Benefit Plans Plan"), are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (db) There are no pending, or to the knowledge of Parent, threatened, pending claims or lawsuits which that have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent an Employee Benefit Plan with respect to the operation of such plan, nor does the Company have any knowledge of any incident, transaction, occurrence or circumstance which might reasonably be expected to form the basis of any such claim or lawsuit. (ec) There is no pendingpending or, or to the knowledge of Parentthe Company, threatenedcontemplated investigation, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit PlanPlan and the Company has no knowledge of any incident, transaction, occurrence or circumstance which might reasonably be expected to trigger such an investigation or enforcement action. (fd) No actual or, to the knowledge of Parentthe Company, contingent liability Liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of Parent or the Parent SEC DocumentsBalance Sheet, and to the knowledge of Parent, no contingent liability Liability exists under ERISA with respect to any “"multi-employer plan,” " as defined in Section 3(37) or Section 4001(a)(3) of ERISA. (e) No events have occurred or are reasonably expected to occur with respect to any Employee Benefit Plan that would cause a material change in the costs of providing benefits under such Employee Benefit Plan or would cause a material change in the cost of providing such Employee Benefit Plan.

Employee Benefit Plans; ERISA. (a) Schedule 4.11(a) sets forth a complete and accurate list of all employee benefit plans and arrangements (written or oral) of any type (including plans described in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), including severance pay, sick leave, vacation pay, salary continuation for disability, compensation agreements, retirement, deferred compensation, bonus, long-term incentive, stock option, stock purchase, hospitalization, medical insurance, life insurance and scholarship programs sponsored, maintained, contributed to, or obligated to contribute to by Company or any of its Subsidiaries (the “Company Employee Benefit Plans”). Except for the Company Employee Benefit Plans, neither Company nor any of its Subsidiaries maintains or has any fixed or contingent liability with respect to, any employee benefit, pension or other plan that is subject to ERISA. (b) Each of the Company Employee Benefit Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA and the Code (as disclosed herein defined). There is no material violation of ERISA with respect to the filing of applicable reports, documents and notices regarding any Company Employee Benefit Plan with any Governmental Authority or the furnishing of such documents to the participants or beneficiaries of the Company Employee Benefit Plans. With respect to the Company Employee Benefit Plans, there exists no condition or set of circumstances in connection with Company or any of its Subsidiaries that could be expected to result in liability having a Company Material Adverse Effect under the governing documents of the Company Employee Benefit Plans, ERISA, the United States Internal Revenue Code of 1986, as amended (the “Code”), or any applicable law. With respect to the Company Employee Benefit Plans, individually and in the Parent SEC Documentsaggregate, there are no “employee unfunded benefit plans” (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissionsobligations that have not been accounted for by reserves, or bonuses establishedotherwise properly footnoted in accordance with GAAP, maintained or contributed to by Parent. Any plans listed in on the Parent SEC Documents are hereinafter referred to as the “Parent Employee Benefit Plans.” (b) Any current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company or its advisorsfinancial statements of Company. (c) Except as otherwise set forth in Schedule 4.11(c), neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in any payment becoming due to any employee or group of employees of either Company or any Subsidiary. (d) With respect to each Company Employee Benefit Plan, Company has heretofore delivered or otherwise made available to the Parent true and complete copies of each plan document, trust agreement, most recent summary plan description, most recent annual report (Form 5500) filed by Company, the most recent actuarial report or valuation and the most recent determination letter issued by the IRS with respect to any Company Employee Benefit Plan intended to be qualified under Section 401 of the Code. (e) All Parent contributions required to be made to the Company Employee Benefit Plans are in material compliance with pursuant to their terms and the applicable requirements provisions of ERISA, the Code and any or other applicable statelaw have been timely made or, federal or foreign law. (d) There are no pending, or pursuant to the knowledge of Parent, threatened, claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any terms of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Company Employee Benefit Plan with respect and applicable law, there is a period of time remaining for such contributions to the operation of such plan. (e) There is no pending, or to the knowledge of Parent, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit Planbe timely made. (f) No actual or, to the knowledge of Parent, contingent liability exists with respect to the funding of any Parent Company Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of Parent or the Parent SEC Documents, and to the knowledge of Parent, no contingent liability exists under ERISA with respect to any is a “multi-employer multiemployer plan,” as defined in Section 3(37) of ERISA nor is any Company Employee Benefit Plan subject to Section 412 of the Code or Section 4001(a)(3) 302 of ERISA. (g) Except as disclosed in Schedule 4.11(a), no Company Employee Benefit Plan provides benefits including death or medical benefits, with respect to current or former employees of Company or its Subsidiaries after retirement or other termination of service (other than (i) coverage mandated by applicable laws, (ii) deferred compensation benefits accrued as liabilities on the books of Company or any Subsidiary or (iii) benefits, the full direct cost of which is born by the current or former employee (or beneficiary thereof)).

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC Documents, there are no “"employee benefit plans” (within plans"(within the meaning of Section 3(3) of ERISAERJSA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by the Parent, whether written or unwritten and whether or not funded. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “"Parent Employee Benefit Plans.”" (b) Any current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given made available to the Company or its advisorsCompany. (c) All AJI Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISAERJSA, the Code and any other applicable state, federal or foreign law. (d) There are no pending, or to the knowledge of the Parent, threatened, claims or lawsuits which that have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such plan. (e) There is no pending, or to the knowledge of the Parent, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit PlanPlan and Parent has no knowledge of any incident, transaction, occurrence or circumstance which might reasonably be expected to trigger such an investigation or enforcement action. (f) No actual or, to the knowledge of Parent, contingent liability Liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of Parent Financial Statements or the Parent SEC Documents, and to the knowledge of the Parent, no contingent liability Liability exists under ERISA ERJSA with respect to any “"multi-employer plan,” " as defined in Section 3(37) or Section 4001(a)(3400l(a)(3) of ERISAERJSA.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC Documents, there are no “employee benefit plans” (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by the Parent. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “Parent Employee Benefit Plans”.” (b) Any current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company or its advisors. (c) All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (d) There are no pending, or to the knowledge of the Parent, threatened, claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such plan. (e) There is no pending, or to the knowledge of the Parent, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit Plan. (f) No actual or, to the knowledge of Parent, contingent liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of the Parent or the Parent SEC Documents, and to the knowledge of the Parent, no contingent liability exists under ERISA with respect to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC DocumentsSCHEDULE 2.17 hereto, there are no “"employee benefit plans” " (within the meaning of Section 3(3) of the ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs of every type other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by Parentthe Company, whether written or unwritten and whether or not funded. Any The plans listed in the Parent SEC Documents SCHEDULE 2.17 hereto are hereinafter referred to as the “Parent "Employee Benefit Plans.”" (b) Any All current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company Parent and Acquisition Corp. or its their advisors. (c) All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Internal Revenue Code of 1986, as amended (the "Code") and any other applicable state, federal or foreign law. (d) There are no pending, or to the knowledge of Parent, threatened, pending claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent an Employee Benefit Plan with respect to the operation of such plan, nor does the Company have any knowledge of any incident, transaction, occurrence or circumstance which might reasonably be expected to form the basis of any such claim or lawsuit. (e) There is no pending, pending or to the knowledge of Parent, threatened, contemplated investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit PlanPlan and the Company has no knowledge of any incident, transaction, occurrence or circumstance which might reasonably be expected to trigger such an investigation or enforcement action. (f) No actual or, to the knowledge of Parent, or contingent liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of Parent the Company or the Parent SEC DocumentsSchedules to this Agreement, and to the knowledge of Parent, no contingent liability exists under ERISA with respect to any “"multi-employer plan,” " as defined in Section 3(37) or Section 4001(a)(3) of ERISA. (g) No events have occurred or are expected to occur with respect to any Employee Benefit Plan that would cause a material change in the costs of providing benefits under such Employee Benefit Plan or would cause a material change in the cost of providing for other liabilities of such Employee Benefit Plan.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC Documents, there are no “employee benefit plans” (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by the Parent. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “Parent Employee Benefit Plans.” (b) Any current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company or its advisors. (c) All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (d) There are no pending, or to the knowledge of Parent, threatened, claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such plan. (e) There is no pending, or to the knowledge of Parent, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit Plan. (f) No actual or, to the knowledge of Parent, contingent liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of Parent or the Parent SEC Documents, and to the knowledge of Parent, no contingent liability exists under ERISA with respect to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC Documents, there are no “employee benefit plans” (within the meaning of Section 3(3) of ERISA) nor or any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by Parent. Any such plans listed in the Parent SEC Documents are hereinafter referred to collectively as the “Parent Employee Benefit Plans,” and each as a “Parent Employee Benefit Plan.” (b) Any All current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company or its advisors. (c) All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (d) There are no pending, or to the knowledge of Parent, threatened, claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such plan. (e) There is no pending, or to the knowledge of Parent, threatened, investigation or pending or possible enforcement action by the United States Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit Plan. (f) No actual or, to the knowledge of Parent, contingent liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of Parent or the Parent SEC Documents, and to the knowledge of Parent, no contingent liability exists under ERISA with respect to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC Documents, there are no “employee benefit plans” (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by Parent. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “Parent Employee Benefit Plans.” (b) Any current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company or its advisors. (c) All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (d) There are no pending, or to the knowledge of Parent, threatened, claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such plan. (e) There is no pending, or to the knowledge of Parent, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit PlanPlan and Parent has no knowledge of any incident, transaction, occurrence or circumstance which might reasonably be expected to trigger such an investigation or enforcement action. (f) No actual or, to the knowledge of Parent, contingent liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of Parent or the Parent SEC Documents, and to the knowledge of Parent, no contingent liability exists under ERISA with respect to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISA. (g) No events have occurred or are expected to occur with respect to any Parent Employee Benefit Plan that would cause a material change in the costs of providing benefits under such Parent Employee Benefit Plan or would cause a material change in the cost of providing for other liabilities of such Parent Employee Benefit Plan.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC DocumentsDocuments or Schedule 3.16 to the Parent Disclosure Statement, there are no “"employee benefit plans” " (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses bonuses, established, maintained or contributed to by the Parent and health and other insurance provided through Parent's contract employer. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “"Parent Employee Benefit Plans.” (b) Any current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company or its advisors. (c) " All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (d) . There are no pending, or to the knowledge of the Parent, threatened, claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such plan. (e) . There is no pending, or to the knowledge of the Parent, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit Plan. (f) . No actual or, to the knowledge of Parent, contingent liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of the Parent or the Parent SEC Documents, and to the knowledge of Parent, no contingent liability exists under ERISA with respect to Parent has not been part of any “"multi-employer plan,” " as defined in Section 3(37) or Section 4001(a)(3) of ERISA. No events have occurred or are reasonably expected to occur with respect to any Employee Benefit Plan that would cause a material change in the costs of providing benefits under such Employee Benefit Plan or would cause a material change in the cost of providing for other liabilities of such Employee Benefit Plan.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC Documents, there are no All “employee benefit plans” (within the meaning of Section 3(3) of ERISA) nor any of the Company and other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs of every type, other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by Parent. Any plans listed in the Parent SEC Documents are hereinafter referred to as the Company, whether written or unwritten and whether or not funded (collectively, “Parent Employee Benefit Plans.” (b) Any current and prior material documents), including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company or its advisors. (c) All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (db) There are no pending, or to the knowledge of Parent, threatened, pending claims or lawsuits which that have been asserted or instituted against any Parent Employee Benefit PlanPlan of the Company, the assets of any of the trusts or funds under the Parent Employee Benefit PlansPlans of the Company, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans of the Company or against any fiduciary of a Parent an Employee Benefit Plan of the Company with respect to the operation of such plan, nor does the Company have any knowledge of any incident, transaction, occurrence or circumstance which might reasonably be expected to form the basis of any such claim or lawsuit. (ec) There is no pendingpending or, or to the knowledge of Parentthe Company, threatenedcontemplated investigation, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit PlanPlan and the Company has no knowledge of any incident, transaction, occurrence or circumstance which might reasonably be expected to trigger such an investigation or enforcement action. (fd) No actual or, to the knowledge of Parentthe Company, contingent liability Liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of Parent or the Parent SEC DocumentsCompany Balance Sheet, and to the knowledge of Parent, no contingent liability Liability exists under ERISA with respect to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISA. (e) No events have occurred or are reasonably expected to occur with respect to any Employee Benefit Plan that would cause a material change in the costs of providing benefits under such Employee Benefit Plan or would cause a material change in the cost of providing such Employee Benefit Plan.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC DocumentsAnnex 2.17 hereto, there are no “"employee benefit plans” " (within the meaning of Section 3(3) of the ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs of every type other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by ParentNeighborhoodFind, whether written or unwritten and whether or not funded. Any The plans listed in the Parent SEC Documents Annex 2.17 hereto are hereinafter referred to as the “Parent "Employee Benefit Plans.”" (b) Any All current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company MonsterDaata or its advisors. (c) All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Internal Revenue Code of 1986, as amended (the "Code") and any other applicable state, federal or foreign law. (d) There are no pending, or to the knowledge of Parent, threatened, pending claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent an Employee Benefit Plan with respect to the operation of such plan, nor does NeighborhoodFind have any knowledge of any incident, transaction, occurrence or circumstance which might reasonably be expected to form the basis of any such claim or lawsuit. (e) There is no pending, pending or to the knowledge of Parent, threatened, contemplated investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit PlanPlan and NeighborhoodFind has no knowledge of any incident, transaction, occurrence or circumstance which might reasonably be expected to trigger such an investigation or enforcement action. (f) No actual or, to the knowledge of Parent, or contingent liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of Parent NeighborhoodFind or the Parent SEC DocumentsAnnexes to this Agreement, and to the knowledge of Parent, no contingent liability exists under ERISA with respect to any “"multi-employer plan,” " as defined in Section 3(37) or Section 4001(a)(3) of ERISA. (g) No events have occurred or are expected to occur with respect to any Employee Benefit Plan that would cause a material change in the costs of providing benefits under such Employee Benefit Plan or would cause a material change in the cost of providing for other liabilities of such Employee Benefit Plan.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC Documents, there There are no “"employee benefit plans” " (within the meaning of Section 3(3) of the ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs of every type other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by ParentParent or any Parent Subsidiary, whether written or unwritten and whether or not funded. Any plans listed in the SCHEDULE 3.19 hereto lists each employee benefit plan maintained by Parent SEC Documents are hereinafter referred to as the “or any Parent Subsidiary (each a "Parent Employee Benefit PlansPlan").” (ba) Any All current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given delivered to the Company Parent and Acquisition or its their advisors. (cb) All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (dc) There are no pending, or to the knowledge of Parent, threatened, pending claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such plan, nor does the Parent have any knowledge of any incident, transaction, occurrence or circumstance which might reasonably be expected to form the basis of any such claim or lawsuit. (ed) There is no pendingpending or, or to the knowledge of Parent, threatened, contemplated investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit PlanPlan and Parent has no knowledge of any incident, transaction, occurrence or circumstance which might reasonably be expected to trigger such an investigation or enforcement action. (fe) No actual or, to To the knowledge of Parent, no actual or contingent liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of Parent or the Parent SEC DocumentsSchedules to this Agreement, and to the knowledge of Parent, no contingent liability exists under ERISA with respect to any “"multi-employer plan,” " as defined in Section 3(37) or Section 4001(a)(3) of ERISA. (f) No events have occurred or are expected to occur with respect to any Parent Employee Benefit Plan that would cause a material change in the costs of providing benefits under such Parent Employee Benefit Plan or would cause a material change in the cost of providing for other liabilities of such Parent Employee Benefit Plan.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC DocumentsSchedule 2.17 hereto, there are no “employee benefit plans” (within the meaning of Section 3(3) of the ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by Parentthe Companies. Any The plans listed in the Parent SEC Documents Schedule 2.17 hereto are hereinafter referred to as the “Parent Employee Benefit Plans.” (b) Any All current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company Parent or its advisors. (c) All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Internal Revenue Code of 1986, as amended (the “Code”), and any other applicable state, federal or foreign law. (d) There are no pendingpending or, or to the knowledge of Parentthe Companies, threatened, claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent an Employee Benefit Plan with respect to the operation of such plan. (e) There is no pendingpending or, or to the knowledge of Parentthe Companies, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit Plan. (f) No actual or, to the knowledge of Parentthe Companies, contingent contingent, liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of Parent the Companies or the Parent SEC DocumentsSchedules to this Agreement, and to the knowledge of Parentthe Companies, no contingent liability exists under ERISA with respect to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC Documents, there are no “"employee benefit plans” " (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by the Parent. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “Parent Employee Benefit Plans"PARENT EMPLOYEE BENEFIT PLANS.”" (b) Any current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company or its advisors. (c) All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (d) There are no pending, or to the knowledge of the Parent, threatened, claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such plan. (e) There is no pending, or to the knowledge of the Parent, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit Plan. (f) No actual or, to the knowledge of Parent, contingent liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of the Parent or the Parent SEC Documents, and to the knowledge of the Parent, no contingent liability exists under ERISA with respect to any “"multi-employer plan,” " as defined in Section 3(37) or Section 4001(a)(3) of ERISA. (g) No events have occurred or are expected to occur with respect to any Employee Benefit Plan that would cause a material change in the costs of providing benefits under such Employee Benefit Plan or would cause a material change in the cost of providing for other liabilities of such Employee Benefit Plan.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC Documents, there are no “employee benefit plans” (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by the Parent. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “Parent Employee Benefit Plans.” (b) Any current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company or its advisors. (c) All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (d) There are no pending, or to the knowledge of the Parent, threatened, claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such plan. (ed) There is no pending, or to the knowledge of Parent, threatened, pending investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit Plan. (fe) No actual or, to the knowledge of Parent, contingent liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of the Parent or the Parent SEC Documents, and to the knowledge of the Parent, no contingent liability exists under ERISA with respect to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC Documents, there are no All “employee benefit plans” (within the meaning of Section 3(3) of ERISA) nor any of the Company and other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs of every type, other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by Parent. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “Parent Employee Benefit Plans.” Company, whether written or unwritten and whether or not funded (b) Any current and prior material documentscollectively, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company or its advisors. (c) All Parent “ Employee Benefit Plans ”), are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (db) There are no pending, or to the knowledge of Parent, threatened, pending claims or lawsuits which that have been asserted or instituted against any Parent Employee Benefit PlanPlan of the Company, the assets of any of the trusts or funds under the Parent Employee Benefit PlansPlans of the Company, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans of the Company or against any fiduciary of a Parent an Employee Benefit Plan of the Company with respect to the operation of such plan, nor does the Company have any knowledge of any incident, transaction, occurrence or circumstance which might reasonably be expected to form the basis of any such claim or lawsuit. (ec) There is no pendingpending or, or to the knowledge of Parentthe Company, threatenedcontemplated investigation, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit PlanPlan and the Company has no knowledge of any incident, transaction, occurrence or circumstance which might reasonably be expected to trigger such an investigation or enforcement action. (fd) No actual or, to the knowledge of Parentthe Company, contingent liability Liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of Parent or the Parent SEC DocumentsCompany Balance Sheet, and to the knowledge of Parent, no contingent liability Liability exists under ERISA with respect to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISA. (e) No events have occurred or are reasonably expected to occur with respect to any Employee Benefit Plan that would cause a material change in the costs of providing benefits under such Employee Benefit Plan or would cause a material change in the cost of providing such Employee Benefit Plan.

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Parent SEC DocumentsSchedule 2.17 hereto, there are no “employee benefit plans” (within the meaning of Section 3(3) of the ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by Parentthe Company. Any The plans listed in the Parent SEC Documents Schedule 2.17 hereto are hereinafter referred to as the “Parent Employee Benefit Plans.” (b) Any All current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been given to the Company Parent or its advisors. (c) All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Internal Revenue Code of 1986, as amended (the “Code”), and any other applicable state, federal or foreign law. (d) There are no pendingpending or, or to the knowledge of Parentthe Company, threatened, claims or lawsuits which have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent an Employee Benefit Plan with respect to the operation of such plan. (e) There is no pendingpending or, or to the knowledge of Parentthe Company, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit Plan. (f) No actual or, to the knowledge of Parentthe Company, contingent contingent, liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the financial statements of Parent the Company or the Parent SEC DocumentsSchedules to this Agreement, and to the knowledge of Parentthe Company, no contingent liability exists under ERISA with respect to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISA.