definiens: plan, as defined inSection 416 of the Code . The Company does not have plans, programs, arrangementsand has not made any other commitments to its emplo yees, former employees ortheir beneficiaries under which it has any obligati on to provide any retiree orother employee benefit payments which are not adequ ately funded through a trustor other funding arrangement . There have been no ch anges in the operation orinterpretation of any of the Plans, Welfare Plans o r Employee Benefit Planssince the most recent annual report or actuarial re port which would have anymaterial effect on the cost of operating or maintai ning such Plans, WelfarePlans or Employee Benefit Plans ; ( e ) There are no pending or threatened cla ims, lawsuits or arbitrationasserted or instituted against any of the Plans, We lfare Plans, or EmployeeBenefit Plans, other than, in each case, Multi - Empl oyer Plans, or anyfiduciaries thereof, except in the case of Multi - Em ployer Plans, fiduciariesthat are officers, employees, directors, agents or owners of the Company orERISA Affiliates of the Company, with respect to th eir duties to the Plan, Welfare Plans or Employee Benefit Plan or the asset s of any trusts thereunder, by any employee or beneficiary covered under any Pl ans, Welfare Plans orEmployee Benefit Plans or otherwise involving any P lan, Welfare Plan or EmployeeBenefit Plan ( other than routine claims for benefit s ) ; and the Company has noknowledge of any facts which would give rise to or could reasonably be expectedto give rise to any such claims, lawsuits or arbitr ations . To the knowledge ofthe Company, neither the Company nor any its ERISA Affiliates, nor any of theirdirectors, officers, employees or any other as such term in definedin Section 3(21 ) of ERISA, has any liability for fa ilure to comply with ERISA orthe Code or failure to act in connection with the a dministration or investmentof any Plan ; and 4.25 . Labor Matters . Except as set forth i n the Disclosure Statement orfor events that occur after the date hereof which a re disclosed in writing bythe Company to [COMPANY], ( a ) there is no labor strike, dispute, slowdown, workstoppage or lockout pending or, to the knowledge of the Company, threatenedagainst or affecting the Company and during the pas t three years, there has notbeen any such action ; ( b ) there are no union claims to represent the employeesof the Company, ( c ) the Company is not a party to o r bound by any collectivebargaining or similar agreement with any labor orga nization, or work rules orpractices agreed to with any labor organization or employee associationapplicable to employees of the Company ; ( d ) none of the employees of the Companyare represented by any labor organization and the C ompany does not have anyknowledge of any current 29 < PAGE > 30union organizing activities among the employees of the Company, nor to theknowledge of the Company does any question concerni ng representation existconcerning such employees ; ( e ) to the knowledge of the Company, the Company is, and has at all times been, in material compliance w ith all applicable employmentlaws and practices, including, without limitation, any such laws relating toemployment discrimination, occupational safety and health and unfair laborpractices ; ( f ) there is no unfair labor practice ch arge or complaint against theCompany pending or, to the knowledge of the Company, threatened before theNational Labor Relations Board or, to the knowledge of the Company, any chargesor complaints, or facts which could give rise to a charge or complaint, pendingor threatened with any Governmental Entity who has jurisdiction over unlawfulemployment practices ; ( g ) there is no grievance or arbitration proceedingarising out of any collective bargaining agreement or other grievance procedurepending relating to the Company ; ( h ) the Company is not delinquent in paymentsto any of its employees for any wages, salaries, co mmissions, bonuses or otherdirect compensation for any services performed by t hem to the date of thisAgreement or amounts required to be reimbursed to s uch employees ; ( i ) upontermination of the employment of any of the employe es of the Company after theClosing, the Company will not be liable to any of i ts employees for severancepay ; ( j ) the employment of each of the Company 's em ployees is terminable at willwithout cost to the Company except for payments dis closed on the DisclosureStatement or required under the Plans, Welfare Plan s and Employee Benefit Plansand payment of accrued salaries or wages and vacati on pay ; ( k ) no employee orformer employee of the Company has any right to be rehired by the Company priorto the Company 's hiring a person not previously emp loyed by the Company ; and ( l)the Disclosure Statement contains a true and comple te list of all employees whoare employed by the Company as of June 30, 1996, an d said list correctlyreflects their salaries, wages, other compensation ( other than benefits underthe Plans, Welfare Plans and Employee Benefit Plans ), dates of employment andpositions . The Company does not owe any past or pre sent employee any sum inexcess of $ 50,000 individually or $ 100,000 in the a ggregate other than foraccrued wages or salaries for the current payroll p eriod, and amounts payableunder Plans, Welfare Plans or Employee Benefit Plan s. No employee owes any sumto the Company in excess of $ 50,000, and all employ ees together do not owe theCompany in excess of $ 100,000