[Section 4.16(a)] of the Company Disclosure Schedule sets forth a list of all “employee benefit plans” as that term is defined in [Section 3(3)] of ERISA, and any material benefit plan, program, contract or arrangement, whether or not subject to ERISA, providing for group or individual # pension, retirement, profit-sharing, deferred compensation, equity or equity-based compensation, employee stock ownership, # health, welfare life insurance, or disability benefits, # bonus, severance, salary continuation, retention, change-in-control payments, # vacation, sick leave, or other paid time off, and # fringe benefit plans, but excluding government programs and statutory benefits, that are currently adopted, maintained by, sponsored or contributed to by the Company or its Subsidiaries (collectively, the “Benefit Plans”).

[Section 3.14(a)] of the ​ Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all Employee Benefit Plans maintained, sponsored or contributed to or required to be contributed to, by ​, or any of its ERISA Affiliates, or with respect to which ​ or any of its ERISA Affiliates has or may have any material liability, contingent or otherwise (together, the “​ Employee Plans”). For purposes of this Agreement, the following terms shall have the following meanings: # “Employee Benefit Plan” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA), any “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and any other written or oral plan, agreement, policy or arrangement involving direct or indirect compensation involving one or more persons, including, without limitation, insurance coverage, severance benefits, disability benefits, retiree medical benefits, pension, deferred compensation, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensation and all unexpired severance agreements, for the benefit of, or relating to, any current or former employee or director of ​ or an ERISA Affiliate; # “ERISA” means the Employee Retirement Income Security Act of 1974, as amended; and # “ERISA Affiliate” means any entity, trade or business that is a member of # a controlled group of corporations (as defined in Section 414(b) of the Code), # a group of trades or businesses under common control (as defined in Section 414(c) of the Code) or # an affiliated service group (as defined under Section 414(m) of the Code), which includes ​.

For purposes of this Agreement, the term “Employee Benefit Plan” shall mean each material employee benefit plan as defined in Section 3(3) of ERISA, any Employment Agreements, equity or equity-based compensation, any material pension, profit sharing, retirement, stock purchase, stock option, phantom arrangement, bonus, incentive compensation and deferred compensation plans, fringe benefit, life, medical, health, dental, vision, accident or disability, workers’ compensation or other employee welfare benefit plans (insured or self-insured), collective bargaining, educational assistance, pre-tax premium or flexible spending account plans, supplemental or executive benefit plans, non-qualified retirement plans, severance or separation plans, enhanced redundancy plans, change-in-control, employee loan and any other material employee benefit plans, agreements, programs, practices, policies or arrangements of any kind, whether written or oral, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the purchase of the Purchased Assets or otherwise), whether formal or informal, legally binding or not, under which # any current or former employee, independent contractor or consultant of the Seller that provides services to the Business has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Seller or any Seller Affiliate or # the Seller or any Affiliate has had or has any Liability, actual or contingent (including by reason of being an ERISA Affiliate of any other Person) with respect to the Business.

#Section 5.23(a) of the Permal Disclosure Schedule lists each employee benefit plan (including any “employee benefit plan” as defined in section 3(3) of ERISA), whether or not subject to ERISA, and each other employment, consulting, bonus, incentive or deferred compensation, severance, termination, retention, change of control, stock purchase, stock ownership, stock option, stock appreciation right or other equity-based, profits interest, employee benefit trust, salary continuation, health, life, disability, group insurance, vacation, holiday fringe benefit, performance or other employee or retiree benefit or compensation plan, program, arrangement, Contract, policy or understanding, whether written or unwritten, under which any Plan Beneficiaries of the Permal Entities is or may become eligible to participate or derive a benefit, and that is or has been maintained or established by any of the Permal Entities (or their ERISA Affiliates), or to which any of the Permal Entities (or their ERISA Affiliates) contributes or is or has been obligated or required to contribute or with respect to which any of them has liability under the Code or ERISA or any similar non-U.S. Law (collectively, the “Permal Plans”).