UNITS OR OTHER FORMS OF EQUITY COMPENSATION
BY THE SELLER OR ITS AFFILIATES AS PART OF ITS EMPLOYEE BENEFITS.
9.16.3
THE SELLER HAS MADE AVAILABLE TO THE PURCHASER AN
ACCURATE AND COMPLETE COPY OF: (A) EACH WRITING THAT SETS FORTH THE TERMS OF
EACH BUSINESS EMPLOYEE PLAN, INCLUDING PLAN DOCUMENTS, PLAN AMENDMENTS, ANY
RELATED TRUSTS, ALL SUMMARY PLAN DESCRIPTIONS AND OTHER SUMMARIES AND
DESCRIPTIONS FURNISHED TO PARTICIPANTS AND BENEFICIARIES; (B) ALL PERSONNEL,
PAYROLL AND EMPLOYMENT MANUALS AND POLICIES OF THE SELLER RELATING TO OR
COVERING THE BUSINESS EMPLOYEES; (C) A WRITTEN DESCRIPTION OF ANY BUSINESS
EMPLOYEE PLAN THAT IS NOT OTHERWISE IN WRITING; (D) ALL INSURANCE POLICIES
PURCHASED BY OR TO PROVIDE BENEFITS UNDER ANY BUSINESS EMPLOYEE PLAN; (E) ALL
THIRD PARTY ADMINISTRATIVE PROGRAMS OR AGREEMENTS RELATED TO ANY BUSINESS
EMPLOYEE PLAN; (F) ALL REPORTS SUBMITTED FOR THE PAST 3 (THREE) YEARS BY THIRD
PARTY ADMINISTRATORS, ACTUARIES, INVESTMENT MANAGERS, TRUSTEES, CONSULTANTS OR
OTHER INDEPENDENT CONTRACTORS WITH RESPECT TO ANY BUSINESS EMPLOYEE PLAN AND
FINANCIAL STATEMENTS DISCLOSING LIABILITY FOR ALL OBLIGATIONS OWED UNDER ANY
BUSINESS EMPLOYEE PLAN; (G) ALL NOTICES THAT WERE GIVEN BY THE SELLER OR ANY
BUSINESS EMPLOYEE PLAN TO ANY GOVERNMENTAL AUTHORITY OR ANY PARTICIPANT OR
BENEFICIARY
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CONFIDENTIAL TREATMENT
[***] Indicates that text has been omitted which is the subject of a
confidential treatment request. This text has been separately filed with the
SEC.
PURSUANT TO ANY APPLICABLE LAWS FOR THE PAST 3 (THREE) YEARS; AND (H) ALL
NOTICES THAT WERE GIVEN BY ANY GOVERNMENTAL AUTHORITY TO THE SELLER OR ANY
BUSINESS EMPLOYEE PLAN FOR THE PAST 3 (THREE) YEARS.
9.16.4
THE SELLER DOES NOT PROVIDE HEALTH OR WELFARE BENEFITS
FOR ANY RETIRED OR FORMER EMPLOYEE, OR THEIR BENEFICIARIES OR DEPENDENTS, NOR IS
IT OBLIGATED TO PROVIDE HEALTH OR WELFARE BENEFITS TO ANY ACTIVE EMPLOYEE
FOLLOWING SUCH EMPLOYEE'S RETIREMENT OR OTHER TERMINATION OF SERVICE.
9.16.5
EACH BUSINESS EMPLOYEE PLAN IS AND AT ALL TIMES HAS BEEN
MAINTAINED, FUNDED, OPERATED AND ADMINISTERED, AND THE SELLER HAS PERFORMED ALL
OF ITS OBLIGATIONS UNDER EACH BUSINESS EMPLOYEE PLAN, IN EACH CASE IN ACCORDANCE
WITH THE TERMS OF SUCH BUSINESS EMPLOYEE PLAN AND IN COMPLIANCE WITH ALL
APPLICABLE LAWS. THE SELLER HAS COMPLIED WITH ALL APPLICABLE LABOUR LAWS,
INCLUDING THE FACTORIES ACT, 1948, THE EMPLOYMENT EXCHANGES (COMPULSORY
NOTIFICATION OF VACANCIES) ACT, 1959, THE EQUAL REMUNERATION ACT, 1976, THE
INDUSTRIAL EMPLOYMENT (STANDING ORDERS) ACT, 1946, THE MINIMUM WAGES ACT, 1948,
THE EMPLOYEE PROVIDENT FUNDS AND MISCELLANEOUS PROVISIONS ACT, 1952, THE
CONTRACT LABOUR (REGULATION AND ABOLITION) ACT, 1970, THE EMPLOYEE'S STATE
INSURANCE ACT, 1948, THE PAYMENT OF BONUS ACT, 1965, THE PAYMENT OF GRATUITY
ACT, 1972 AND THE WORKMEN'S COMPENSATION ACT, 1923. ALL CONTRIBUTIONS REQUIRED
TO BE MADE TO ANY BUSINESS EMPLOYEE PLAN BY APPLICABLE LAW OR THE TERMS OF SUCH
BUSINESS EMPLOYEE PLAN, AND ALL PREMIUMS DUE OR PAYABLE WITH RESPECT TO
INSURANCE POLICIES OR OTHER CONTRACTS FUNDING ANY BUSINESS EMPLOYEE PLAN, FOR
ANY PERIOD THROUGH THE CLOSING DATE, HAVE BEEN TIMELY MADE OR PAID IN FULL. ALL
RETURNS, REPORTS AND