M&A Boot Camp booklet 2023 - Flipbook - Page 119
(f) Delivery of Documents. As applicable with respect to the Company Employee Plan, the Company has Made Available to Parent:
(i) correct and complete copies of all documents setting forth the terms of each Company Employee Plan and each Company Employee
Agreement, including all amendments thereto and all related trust documents; (ii) the most recent summary plan description together with the
summaries of material modifications thereto, if any, with respect to each Company Employee Plan; (iii) all material written Contracts relating to
each Company Employee Plan, including administrative service agreements and group insurance contracts; (iv) the annual reports (Form
5500 series) for the last three complete plan year; (v) the most recent opinion or letter of determination from the U.S. Internal Revenue Service
relating to the tax-qualified status of the Plan; (vi) all written materials provided to any Company Employee relating to any Company
Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments,
increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to the
Company; (vii) all correspondence to or from any Governmental Body relating to any Company Employee Plan; and (viii) all insurance
policies in the possession of the Company pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee
Plan.
(g) No Foreign Plans. The Company has not established or maintained: (i) any plan, program, policy, practice, Contract or other
arrangement mandated by a Governmental Body other than the United States; (ii) any Company Employee Plan that is subject to any of the
Legal Requirements of any jurisdiction outside of the United States; or (iii) any Company Employee Plan that covers or has covered
Company Employees whose services are or have been performed primarily outside of the United States.
(h) Absence of Certain Retiree Liabilities. No Company Employee Plan provides (except at no cost to the Company), or reflects or
represents any liability of the Company to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to
any Person for any reason. Other than commitments made that involve no future costs to the Company, the Company has never represented,
promised or contracted (whether in oral or written form) to any Company Employee (either individually or to Company Employees as a group)
or any other Person that such Company Employee(s) or other person would be provided with retiree life insurance, retiree health benefit or
other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements.
(i) No Defaults. The Company has performed all obligations required to be performed by it under each Company Employee Plan and is
not in default or violation of, and the Company has no Knowledge of any default or violation by any other party to, the terms of any
Company Employee Plan. Each of the Company Employee Plans has been operated and administered in all material respects in accordance
with applicable Legal Requirements, including, without limitation, the applicable tax qualification requirements under the Code. The Company
is not a party to any Contract nor has it granted any compensation, equity or award that would (or that would reasonably be expected to) be
deemed deferred compensation subject to the additional 20% tax under Section 409A(a)(1)(B)(i)(II) of the Code or to the transfer of property
rules under Section 409A(b) of the Code, and the Company has no liability or obligation to make any payment or to issue any equity award
or bonus that could be deemed deferred compensation subject to such additional 20% tax or subject to such transfer of property rules. All
contributions to, and material payments from, any Company Employee Plan which may have been required to be made in accordance with the
terms of such Company Employee Plan or applicable Legal Requirements have been timely made, and all contributions for any period ending
on or before the Closing Date which are not yet due, but will be paid on or prior to the Closing Date, are reflected as an accrued liability on
the balance sheet included in the Company Financial Statements. Each Company
29.