Common use of Item 2 Clause in Contracts

Item 2. 15.3 delivered by the Company to Parent herewith contains a list of all employment and consulting agreements, pension, retirement, disability, medical, dental or other health plans, life insurance or other death benefit plans, profit sharing, deferred compensation agreements, stock, option, bonus or other incentive plans, vacation, sick, holiday or other paid leave plans, severance plans or other similar employee benefit plans maintained by the Company and each of its subsidiaries (the "Employee Plans"), including, without limitation, all "employee benefit plans" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Company has delivered true and complete copies or descriptions of all the Employee Plans to Parent and Parent's counsel. Except as set forth in Item 2.15.3, each of the Employee Plans, and its operation and administration, is, in all material respects, in compliance with all applicable, federal, state, local and other governmental laws and ordinances, orders, rules and regulations, including the requirements of ERISA and the Code. Except as set forth in Item 2.15.3, all such Employee Plans that are "employee pension benefit plans" (as defined in Section 3(2) of ERISA) which are intended to qualify under Section 401(a)(8) of the Code have received favorable determination letters that such plans satisfy the qualification requirements of the Tax Equity and Fiscal Responsibility Act of 1982, the Deficit Reduction Act of 1984 and the Retirement Equity Act of 1984. In addition, neither the Company nor any of its subsidiaries has ever been a participant in any "prohibited transaction" within the meaning of Section 406 of ERISA with respect to any employee pension benefit plan (as defined in Section 3(2) of ERISA) which the Company or such subsidiary sponsors as employer or in which the Company or such subsidiary participates as an employer, which was not otherwise exempt pursuant to Section 408 of ERISA (including any individual exemption granted under Section 408(a) of ERISA), or which could result in an excise tax under the Code. The group health plans, as defined in Section 4980B(g) of the Code, that benefit employees of the Company and its subsidiaries are in material compliance with the continuation coverage requirements of subsection 4980B of the Code. There are no outstanding violations of Section 4980B of the Code with respect to any Employee Plan, covered employees or qualified beneficiaries.

Item 2. 15.3 delivered by of the Company to Parent herewith Disclosure Letter contains a list of all employment and consulting agreements, pension, retirement, disability, medical, dental or other health plans, life insurance or other death benefit plans, profit sharing, deferred compensation agreements, stock, option, bonus or other incentive plansplans or policies, vacation, sick, holiday or other paid leave plans, severance plans or other similar employee benefit plans or policies maintained by the Company and each of its subsidiaries (the "Employee Plans"), including, without limitation, all "employee benefit plans" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Company has delivered true and complete copies or descriptions of all the Employee Plans to Parent and Parent's counsel. Except as set forth in Item 2.15.3, each Each of the Employee Plans, and its operation and administration, is, in all material respects, in compliance with all applicable, federal, state, local and other governmental laws and ordinances, orders, rules and regulations, including the requirements of ERISA and the Code, as well as the terms of such Employee Plans. Except as set forth in Item 2.15.3, all All such Employee Plans that are "employee pension benefit plans" (as defined in Section 3(2) of ERISA) which are intended to qualify under Section 401(a)(8401(a) of the Code have received favorable determination letters that such plans satisfy the qualification requirements of the Tax Equity and Fiscal Responsibility Reform Act of 1982, 1986. The Company has delivered a true and complete copy of the Deficit Reduction Act most recent determination letter issued with respect to each Employee Plan intended to qualify under Section 401 (a) of 1984 the Code. No Employee Plan is subject to Title IV of ERISA. The Company and its subsidiaries have no unfunded liability under Section 412 of the Retirement Equity Act Code. All contributions due from the Company and its subsidiaries with respect to any of 1984the Employee Plans have been made or accrued on the Company Financial Statements. In addition, neither Neither the Company nor any of its subsidiaries has ever been a participant in any "prohibited transaction" within the meaning of Section 406 of ERISA with respect to any employee pension benefit plan (as defined in Section 3(2) of ERISA) which the Company or such subsidiary sponsors as employer or in which the Company or such subsidiary participates as an employer, which was not otherwise exempt pursuant to Section 408 of ERISA (including any individual exemption granted under Section 408(a) of ERISA), or which could result in an excise tax under the Code. The group health plans, as defined in Section 4980B(g) of the Code, that benefit employees of the Company and its subsidiaries are in material compliance with the continuation coverage requirements of subsection Section 4980B of the Code. There are no outstanding violations of Section 4980B of the Code with respect to any Employee Plan, covered employees or qualified beneficiaries. 21 2.