and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon.
(c)As used in this Agreement, the term “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.
3.11Employee Benefits; Employees. (a)Section 3.11(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of all 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 employment, bonus, incentive, performance, stock option, stock purchase, restricted stock, phantom equity, stock-based, deferred compensation, retiree medical or life insurance, pension, supplemental retirement, retention, severance, change in control, profit sharing, Code Section 125, Code Section 501(c)(9), adoption/dependent/employee assistance, tuition, fringe benefit plans, programs or arrangements, contracts or agreements that are sponsored, maintained, contributed, or required to be contributed to by Company or any Company Subsidiary or any trade or business of Company or any Company Subsidiary, whether or not incorporated, all of which together with Company or any Company Subsidiary would be deemed a “single employer” within the meaning of Code Section 414 or Section 4001 of ERISA (a “Company ERISA Affiliate”), for the benefit of any current or former employee, officer, director or independent contractor of Company or any Company Subsidiary or any Company ERISA Affiliate, or under which the Company or any Company Subsidiary has any liability, contingent or otherwise.
(b)Company has heretofore made available to Purchaser true and complete copies of each of the Company Benefit Plans and certain related documents, including, but not limited to, (i) all current plan documents, where the plan is reduced to writing, and a written summary of terms where the plan is not in writing; 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 each of the last three (3) plan years, with all corresponding schedules and financial statements attached; (iii) the most recently received IRS determination letter, if any, or, as applicable, IRS opinion letter, relating to a Company Benefit Plan, (iv) the most recently prepared actuarial report for each Company Benefit Plan (if applicable) for each of the last three (3) years; (v) all material correspondence (excluding any routine or ordinary correspondence) to, or from, any Governmental Entity received in the last three (3) years with respect to such Company Benefit Plan; (vi) Forms 1095-C and 1094-C filed with the IRS for all years such forms were required to be filed by law; (vii) the ERISA bond currently in effect for the Company 401(k) Plan; (viii) as applicable, retirement plan nondiscrimination tests performed for the three (3) most recently completed plan years; and (ix) as applicable, trust agreements or other funding agreements, custodian agreements and arrangements, insurance policies, administration agreements, investment management agreements, investment advisory agreements, and fiduciary indemnification agreements currently in effect.