Common use of Employee Programs Clause in Contracts

Employee Programs. (a) Neither the Company nor its Subsidiaries provide, nor has an obligation to provide, or make contributions to provide compensation or benefits of any kind or description whatsoever (whether current or deferred and whether paid in cash or in kind) to, or on behalf of, one, or more than one, current or former employees or directors of the Company, its Subsidiaries or any of its current or former Affiliates or any of their dependents, other than any plans, programs or other arrangements which only provide for the payment of cash compensation currently from the general assets of the Company or its Subsidiaries on a payday by payday basis as base salary or hourly wages for current services and other than policies for vacation and sick days and except as disclosed on Schedule 5.7 (individually, a "Benefit Plan," and collectively, the "Benefit Plans"). Each of the Benefit Plans is listed on Schedule 5.7. (b) Except as disclosed on Schedule 5.7: (i) No ERISA Affiliate (other than the Company or its Subsidiaries) provides, or has an obligation to provide, contributions, compensation or benefits of or under any plan, program or arrangement which is subject to Title IV of ERISA ("ERISA Affiliate Title IV Plan"). (ii) The Company has furnished or made available to the Purchasers a true, complete and current copy of each written Benefit Plan and any amendments thereto, a summary of each other Benefit Plan, and all Internal Revenue Service, Department of Labor or Pension Benefit Guaranty Corporation rulings or determinations, annual reports, summary plan descriptions, actuarial and other financial reports and such other documentation with respect to any Benefit Plan as was reasonably requested by the Purchasers. (iii) No assets have been set aside in a trust or other separate account to pay directly or indirectly any benefits under any Benefit Plan or to the extent assets have been set aside, all assets are shown on the books and records of such trust or separate account at their fair market value as of the date of any report last provided with respect to such trust. (iv) Each Benefit Plan and each ERISA Affiliate Title IV Plan has been established, maintained and administered in compliance in all material respects with all applicable Laws. The Company has no duty or obligation to indemnify or hold any other person or entity harmless for any liability attributable to any acts or omissions by such person or entity with respect to any Benefit Plan or ERISA Affiliate Title IV Plan, other than indemnification obligations to Benefit Plan fiduciaries under the terms of the Benefit Plan documents and corporate charters, by-laws and state corporate Law. (v) Neither the Company nor its Subsidiaries has incurred any material liability for any tax or penalty with respect to any Benefit Plan, ERISA Affiliate Title IV Plan or any group health plan (as described in Section 5000 of the Code) of an ERISA Affiliate including, without limitation, any tax or penalty under ERISA or under the Code. (vi) Neither the Company nor its Subsidiaries has terminated or withdrawn from, or sought a funding waiver with respect to, any Benefit Plan which is subject to Title IV of ERISA. (vii) To the knowledge of the Company, there is no proposed or actual audit or investigation by any Governmental Authority with respect to any Benefit Plan or ERISA Affiliate Title IV Plan. (viii) Neither the Company nor its Subsidiaries has any obligation to make, or reimburse another employer, directly or indirectly, for making, contributions to a multi employer plan as described in Title IV of ERISA.

Employee Programs. (a) Neither the Schedule 5.7 lists each material benefit arrangement, including (i) any employment or consulting agreement, (ii) any arrangement providing for insurance coverage or workers' compensation benefits, (iii) any incentive bonus or deferred bonus arrangement, (iv) any arrangement providing termination allowance, severance or similar benefits, (v) any equity compensation plan, (vi) any deferred compensation plan and (vii) any compensation policy and practice. The Company nor its Subsidiaries does not provide, nor has and does not have an obligation to provide, or make contributions to provide any compensation or benefits of any kind or description whatsoever (whether current or deferred and whether paid in cash or in kind) to, or on behalf of, one, or more than one, to its current or former employees or directors of the Company, its Subsidiaries or any of its current or former Affiliates or any of their dependents, other than any plans, programs or other arrangements which only provide for the payment of cash compensation currently from the general assets of the Company or its Subsidiaries on a payday by payday basis as base salary or hourly wages for current services and other than policies for vacation and vacation, sick days and holidays, medical, disability and life insurance and except as disclosed set forth on Schedule 5.7 (individually, a "Benefit Plan," and collectively, the "Benefit Plans"). Each of the Benefit Plans is listed on Schedule 5.7. (b) Except as disclosed on Schedule 5.7: (i) No ERISA Affiliate (other than the Company or its SubsidiariesCompany) provides, or has an obligation to provide, contributions, compensation or benefits of or under any plan, program or arrangement which is subject to Title IV of ERISA ("ERISA Affiliate Title IV Plan"). (ii) The Company has furnished or made available to the Purchasers Purchaser a true, complete and current copy of each written Benefit Plan and any amendments thereto, and a summary of each other Benefit Plan, and all Internal Revenue Service, Department of Labor or Pension Benefit Guaranty Corporation rulings or determinations, annual reports, summary plan descriptions, actuarial and other financial reports and such other documentation with respect to any Benefit Plan as was reasonably requested by the Purchasers. (iii) No assets have been set aside in a trust or other separate account to pay directly or indirectly any benefits under any Benefit Plan or to the extent assets have been set aside, all assets are shown on the books and records of such trust or separate account at their fair market value as of the date of any report last provided with respect to such trust. (iv) Each Benefit Plan and each ERISA Affiliate Title IV Plan has been established, maintained and administered in compliance in all material respects with all applicable Laws. The Company has no duty or obligation to indemnify or hold any other person or entity harmless for any liability attributable to any acts or omissions by such person or entity with respect to any Benefit Plan or ERISA Affiliate Title IV Plan, other than indemnification obligations to Benefit Plan fiduciaries under the terms of the Benefit Plan documents and corporate charters, by-laws and state corporate Law. (v) Neither the The Company nor its Subsidiaries has not incurred any material liability for any tax or penalty with respect to any Benefit Plan, ERISA Affiliate Title IV Plan or any group health plan (as described in Section 5000 of the Code) of an ERISA Affiliate including, without limitation, any tax or penalty under ERISA or under the Code. (vi) Neither the The Company nor its Subsidiaries has not terminated or withdrawn from, or sought a funding waiver with respect to, any Benefit Plan which is subject to Title IV of ERISA. (vii) To the knowledge of the Company, there is no proposed or actual audit or investigation by any Governmental Authority with respect to any Benefit Plan or ERISA Affiliate Title IV Plan. (viii) Neither the Company nor its Subsidiaries has any obligation to make, or reimburse another employer, directly or indirectly, for making, contributions to a multi employer plan as described in Title IV of ERISA.