BENEFIT PLAN OF THE COMPANY AND THE SUBSIDIARY, OR ACCRUED IN
ACCORDANCE WITH PAST CUSTOM AND PRACTICE.
(G)
DISCLOSURES.
ALL REQUIRED REPORTS, DESCRIPTIONS AND
DISCLOSURES HAVE BEEN FILED OR DISTRIBUTED APPROPRIATELY AND IN ACCORDANCE WITH
APPLICABLE LAW WITH RESPECT TO EACH EMPLOYEE BENEFIT PLAN.
THE REQUIREMENTS OF
PART 6 OF SUBTITLE B OF TITLE 1 OF ERISA AND OF SECTION 4980B OF THE CODE HAS
BEEN MET IN ALL MATERIAL RESPECTS WITH RESPECT TO EACH EMPLOYEE BENEFIT PLAN
THAT IS A GROUP HEALTH PLAN.
(H)
AUDITS.
THERE ARE NO UNRESOLVED CLAIMS, PROCEEDINGS, AUDITS,
INVESTIGATIONS OR DISPUTES UNDER THE TERMS OF, OR IN CONNECTION WITH, ANY
EMPLOYEE BENEFIT PLAN (OTHER THAN ROUTINE UNDISPUTED CLAIMS FOR BENEFITS) AND NO
ACTION, LEGAL OR OTHERWISE, HAS BEEN COMMENCED WITH RESPECT TO ANY SUCH CLAIM,
PROCEEDING, AUDIT, INVESTIGATION OR DISPUTE.
(I)
FIDUCIARY LIABILITY.
THE COMPANY DOES NOT HAVE AND, TO THE
SHAREHOLDERS' KNOWLEDGE, NO FIDUCIARY HAS, ANY LIABILITY FOR BREACH OF FIDUCIARY
DUTY OR ANY FAILURE TO ACT OR COMPLY IN CONNECTION WITH THE ADMINISTRATION OR
INVESTMENT OF THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN.
(J)
ACTIONS.
NO ACTION WITH RESPECT TO THE ADMINISTRATION OR
THE INVESTMENT OF THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN (OTHER THAN ROUTINE
CLAIMS FOR BENEFITS) IS PENDING OR, TO THE TO THE SHAREHOLDERS' KNOWLEDGE,
THREATENED, AND THERE IS NO BASIS FOR ANY SUCH ACTION.
(K)
EXCESS PARACHUTE PAYMENTS.
NO AMOUNT PAID OR PAYABLE BY THE
COMPANY OR ANY ERISA AFFILIATE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREBY COULD BE AN "EXCESS PARACHUTE PAYMENT" WITHIN THE MEANING OF SECTION 280G
OF THE CODE (OR ANY CORRESPONDING PROVISIONS OF STATE, LOCAL OR FOREIGN LAW).
24
(L)
409A.
NO EMPLOYEE BENEFIT PLAN AND NO GRANTS, AWARDS OR
BENEFITS THEREUNDER ARE SUBJECT TO SECTION 409A OF THE CODE OR, IF SUBJECT TO
SECTION 409A OF THE CODE, HAVE FAILED, IN FORM OR OPERATION, TO MEET THE
REQUIREMENTS OF SECTION 409A OF THE CODE AND TREASURY REGULATIONS AND ALL OTHER
APPLICABLE GUIDANCE PROMULGATED THEREUNDER.
THERE IS NO EMPLOYEE BENEFIT PLAN
TO WHICH THE COMPANY OR ANY ERISA AFFILIATE IS A PARTY COVERING ANY EMPLOYEE
THAT COULD REQUIRE THE COMPANY OR ANY ERISA AFFILIATE TO COMPENSATE ANY EMPLOYEE
FOR TAX-RELATED PAYMENTS UNDER SECTION 409A OF THE CODE (OR ANY SIMILAR STATE
LAW) OR EXCISE TAXES PAID PURSUANT TO SECTION 4999 OF THE CODE.
3.17
REAL PROPERTY.
(A)
OWNED PROPERTY.
THE COMPANY OWNS THE REAL PROPERTY LISTED ON
SCHEDULE 3.17(A)
(THE "OWNED REAL PROPERTY"). THE COMPANY HAS GOOD AND
MARKETABLE TITLE, IN FEE SIMPLE, TO SUCH OWNED REAL PROPERTY AND TO ALL
STRUCTURES AND FIXTURES ATTACHED OR APPURTENANT TO OR USED IN CONNECTION
THEREWITH, FREE AND CLEAR OF ANY LIENS, CLAIMS OR RIGHTS OF ANY KIND, NATURE OR
DESCRIPTION WHATSOEVER, EXCEPT FOR THE PERMITTED LIENS.
BUYER HAS BEEN PROVIDED
WITH COPIES OF ALL EXISTING TITLE POLICIES, REPORTS AND SURVEYS OF THE OWNED
REAL PROPERTY IN THE COMPANY'S POSSESSION OR UNDER ITS CONTROL.
(B)
LEASES.
SCHEDULE 3.17(B) LISTS ALL REAL PROPERTY LEASED OR
SUBLEASED TO THE