(q) As used in this Agreement, the term Tax or Taxes means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, real property, personal property, capital, sales, transfer, use, registration, license, payroll, employment, social security (or similar), severance, stamp, occupation, premium, unemployment, disability, withholding, duties, excise, windfall profits, environmental, customs, duties, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes and similar charges, fees, levies or like assessments of any kind whatsoever, together with all penalties and additions to tax and interest thereon, whether disputed or not and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other person.
(r) As used in this Agreement, the term Tax Return means any return, declaration, report, claim for refund, estimate, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.
3.11 Employees and Employee Benefit Plans.
(a) Section 3.11(a) of the Company Disclosure Schedule lists all material Company Benefit Plans. For purposes of this Agreement, Company Benefit Plans means all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (ERISA)), whether or not subject to ERISA, and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other compensation or benefit plans, programs or arrangements, and all retention, bonus, employment, termination or severance plans, programs or arrangements or other contracts or agreements (collectively, Benefit Plans) to or with respect to which Company or any Subsidiary is a party or has any current or future obligation or that are maintained, contributed to or sponsored by Company or any of its Subsidiaries, or to which Company or any of its Subsidiaries is required or obligated to maintain, contribute to or sponsor, for the benefit of any current or former employee, officer, director or independent contractor of Company or any of its Subsidiaries, or with respect the Company or any of its Subsidiaries may have material liability (including on account of any Company ERISA Affiliate (as defined below)).
(b) Company has heretofore made available to Buyer true and complete copies of each of the material Company Benefit Plans and the following related documents, to the extent applicable: (i) all summary plan descriptions, amendments, modifications or material supplements to any Company Benefit Plan, (ii) the annual report (Form 5500), if any, filed with the IRS for the last two (2) plan years, (iii) the most recently received IRS determination letter, if any, relating to any such Company Benefit Plan, (iv) the most recently prepared actuarial report for each such Company Benefit Plan (if applicable) for each of the last two (2) years and (v) all material non-routine correspondence received from or sent to any Governmental Entity in the last two (2) years.
(c) Each Company Benefit Plan has been established, operated, maintained and administered in all material respects in accordance with its terms and the requirements of all applicable laws, including ERISA and the Code, except for such noncompliance as would not result in any material liability.
(d) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any employees or other service providers of Company who reside or work outside of the United States.