the payment of any amounts described in (A) as a result of being a member of an affiliated, consolidated, combined, unitary, or similar group or as a result of transferor or successor
liability, and (C) any liability for the payment of any amounts as a result of being a party to any tax sharing agreement or as a result of any obligation to indemnify any other person with respect to the payment of any amounts of the type
described in (A) or (B); (ii) 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, which is required to be filed with a Governmental Entity; and (iii) Governmental Entity means any (A) Federal, state, local, municipal or foreign government, (B) governmental, quasi-governmental
authority (including any governmental agency, commission, branch, department or official, and any court or other tribunal) or body exercising, or entitled to exercise, any governmentally-derived administrative, executive, judicial, legislative,
police, regulatory or taxing authority, or (C) any self-regulatory organization, administrative or regulatory agency, commission or authority.
3.9 Employees and Benefit Plans.
(a) Westchester has made available to Valley, prior to the execution of this Agreement, true, correct and complete copies (or if not written, a
written summary of material terms) of each current Westchester Benefit Plan, a complete and accurate list of which is included in the Westchester Disclosure Schedule. Westchester Benefit Plan means any of the
following that has been adopted, maintained, sponsored in whole or in part by, or contributed to or required to be contributed to, by any of Westchester or its Subsidiaries or any entity which together with Westchester or its Subsidiaries
would be treated as a single employer under Code Section 414 (each, a Westchester ERISA Affiliate) for the benefit of employees, retirees, dependents, spouses, directors, independent contractors, or other beneficiaries
or under which employees, retirees, former employees, dependents, spouses, directors, independent contractors, or other beneficiaries are eligible to participate or with respect to which Westchester or any Westchester ERISA Affiliate has or may have
any obligation or liability: each pension, retirement, profit-sharing, deferred compensation, stock option, restricted stock, stock appreciation rights, employee stock ownership, share purchase, severance pay, vacation, bonus, incentive, retention,
change in control or other incentive plan, medical, vision, dental or other health plan, any life insurance plan, flexible spending account, cafeteria plan, vacation, holiday, disability or any other employee benefit plan or fringe benefit plan,
including any employee benefit plan, as that term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (ERISA) and any other plan, fund, policy, program, practice,
custom, understanding, agreement, or arrangement providing compensation or other benefits. No Westchester Benefit Plan is subject to any law, statute, order, rule, regulation, judgment, writ, decree, injunction, policy and/or guideline of any
Governmental Entity other than those of the United States or any state, county, or municipality in the United States. Westchester has made available to Valley, with respect to each Westchester Benefit Plan as applicable, (i) all trust
agreements or other funding arrangements, (ii) all determination letters, opinion letters, information letters or advisory opinions issued by the Department of Labor (DOL), the IRS, or the Pension Benefit Guaranty
Corporation (PBGC), (iii) the most recent report on Form 5500, (iv) annual reports or returns, audited or unaudited financial statements, actuarial reports and valuations prepared for the most recently available plan year,
(v) the most recent summary plan descriptions and any material modifications thereto, (vi) any non-routine correspondence with the DOL, IRS, PBGC, or any other Governmental Entity regarding a
Westchester Benefit Plan, and (vii) the most recent actuarial valuations. There are no plans, programs, policies, and arrangements sponsored or maintained by a third-party professional employer organization in which the current or former
employees, retirees, dependents, spouses, directors, independent contractors, or other beneficiaries of any of Westchester or its Subsidiaries or any of its affiliates are eligible to participate.
(b) Each Westchester Benefit Plan is and has been maintained in all material respects in compliance with the terms of such Westchester Benefit
Plan, and in compliance with the applicable requirements of the Code, ERISA, and any other applicable laws. Each Westchester Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination
letter from the IRS or uses a pre-approved document that is the subject of a favorable opinion letter from the IRS on which Westchester or its Subsidiary is entitled to rely. To Westchesters knowledge,
nothing has occurred and no circumstance exists that
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