NOTIFICATION TO BUYER.
(D)
TO EACH SELLER'S KNOWLEDGE NO EXECUTIVE OR MANAGER OF SUCH SELLER (I) HAS
ANY PRESENT INTENTION TO TERMINATE HIS OR HER EMPLOYMENT, OR (II) IS A PARTY TO
ANY CONFIDENTIALITY, NON-COMPETITION, PROPRIETARY RIGHTS OR OTHER SUCH AGREEMENT
BETWEEN SUCH EMPLOYEE AND ANY PERSON BESIDES THE SELLERS THAT WOULD BE MATERIAL
TO THE PERFORMANCE OF SUCH EMPLOYEE'S EMPLOYMENT DUTIES, OR THE ABILITY OF BUYER
TO CONDUCT THE BUSINESSES.
4.12
Employee Benefits.
(A)
SCHEDULE 4.12 LISTS EACH EMPLOYEE BENEFIT PLAN MAINTAINED, SPONSORED, OR
CONTRIBUTED TO OR REQUIRED TO BE CONTRIBUTED TO BY EITHER SELLER OR BY MFFB ON
BEHALF OF ANY EMPLOYEE OF THE BUSINESSES OR UNDER WHICH EITHER SELLER HAS OR MAY
HAVE A DIRECT OR INDIRECT LIABILITY OR OBLIGATION (EACH A "SELLER BENEFIT
PLAN").
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(B)
EACH SELLER HAS DELIVERED TO BUYER TRUE AND COMPLETE COPIES OF EACH SELLER
BENEFIT PLAN DOCUMENT, AND, AS APPLICABLE, WITH RESPECT TO EACH SELLER BENEFIT
PLAN, TRUE AND COMPLETE COPIES OF (1) ANY RELATED TRUST AGREEMENTS, INSURANCE
CONTRACTS OR OTHER FUNDING AGREEMENTS OR ARRANGEMENTS, (2) THE MOST RECENT
SUMMARY PLAN DESCRIPTION AND ANY SUMMARY OF MATERIAL MODIFICATIONS, IF THE
SELLER BENEFIT PLAN IS SUBJECT TO ERISA, (3) THE MOST RECENT DETERMINATION
LETTER OR OPINION LETTER ISSUED BY THE IRS AND ANY PENDING APPLICATION FOR A
DETERMINATION LETTER OR OPINION LETTER WITH RESPECT TO ANY SELLER BENEFIT PLAN
INTENDED TO QUALIFY UNDER SECTION 401(A) OF THE CODE ("QUALIFIED PLAN"), AND
(4) THE LAST TWO FORM 5500 FILINGS IF SUCH FILINGS ARE REQUIRED BY ERISA OR THE
CODE.
(C)
EACH SELLER BENEFIT PLAN HAS BEEN MAINTAINED, FUNDED AND ADMINISTERED IN
ALL MATERIAL RESPECTS IN ACCORDANCE WITH ITS TERMS AND THE PROVISIONS OF
APPLICABLE LEGAL REQUIREMENTS, INCLUDING ERISA AND THE CODE.
NO COMPENSATION
PAID OR REQUIRED TO BE PAID UNDER ANY SELLER BENEFIT PLAN IS OR WILL BE SUBJECT
TO ADDITIONAL TAX UNDER SECTION 409A(A)(1)(B) OF THE CODE.
(D)
ALL CONTRIBUTIONS, PREMIUM AND BENEFIT PAYMENTS REQUIRED TO BE MADE UNDER
OR IN CONNECTION WITH EACH SELLER BENEFIT PLAN THROUGH THE CLOSING DATE HAVE
BEEN MADE OR PROPERLY ACCRUED, AND ALL CONTRIBUTIONS, PREMIUM AND BENEFIT
PAYMENTS NOT YET REQUIRED TO BE MADE UNDER OR IN CONNECTION WITH EACH SELLER
BENEFIT PLAN THROUGH THE CLOSING DATE WILL HAVE BEEN MADE OR PROPERLY ACCRUED.
(E)
EACH SELLER BENEFIT PLAN WHICH IS A QUALIFIED PLAN IS A PROTOTYPE OR
VOLUME SUBMITTER PLAN WITH RESPECT TO WHICH THE SPONSOR HAS RECEIVED A FAVORABLE
DETERMINATION AS TO ITS QUALIFICATION UNDER THE CODE THAT HAS NOT BEEN
SUBSEQUENTLY AMENDED OR MODIFIED OR IS AN INDIVIDUALLY DESIGNED PLAN THAT,
TOGETHER WITH THE TRUST (IF ANY) FORMING A PART THEREOF, HAS RECEIVED FROM THE
IRS A FAVORABLE DETERMINATION LETTER AS TO ITS QUALIFICATION UNDER THE CODE AND,
AND IN EITHER CASE, NO EVENT HAS OCCURRED THAT WILL OR WOULD REASONABLY BE
EXPECTED TO GIVE RISE TO DISQUALIFICATION OR LOSS OF TAX-EXEMPT STATUS OF ANY
SELLER BENEFIT PLAN OR ITS RELATED TRUST.
(F)
WITH RESPECT TO EACH SELLER BENEFIT PLAN, NO PROCEEDING