COMPLIANCE WITH
ERISA, THE CODE, ANY OTHER APPLICABLE LAW (INCLUDING ALL REPORTING AND
DISCLOSURE REQUIREMENTS THEREUNDER) AND THE TERMS OF SUCH PLAN. WITH RESPECT TO
EACH PLAN THAT IS INTENDED TO BE QUALIFIED UNDER SECTION 401(A) AND/OR
4975(E)(7) OF THE CODE, EACH SUCH PLAN HAS BEEN DETERMINED BY THE IRS TO BE SO
QUALIFIED, AND EACH TRUST FORMING A PART THEREOF HAS BEEN DETERMINED BY THE IRS
TO BE EXEMPT FROM TAX PURSUANT TO SECTION 501(A) OF THE CODE. NO REASON EXISTS
WHICH WOULD CAUSE SUCH QUALIFIED STATUS TO BE REVOKED. NO NON-EXEMPT PROHIBITED
TRANSACTIONS UNDER SECTION 406 OR 407 OF ERISA OR SECTION 4975 OF THE CODE HAVE
OCCURRED WITH RESPECT TO ANY PLAN.
(J)
NO STATE OF FACTS OR CONDITIONS EXIST WHICH COULD BE EXPECTED TO
SUBJECT THE COMPANY AND/OR ANY ERISA AFFILIATE TO ANY MATERIAL LIABILITY (OTHER
THAN ROUTINE CLAIMS FOR BENEFITS) WITH RESPECT TO ANY PLAN.
(K)
ALL CONTRIBUTIONS, PREMIUMS, FEES OR CHARGES DUE AND OWING TO OR
IN RESPECT OF ANY PLAN FOR PERIODS ON OR BEFORE THE CLOSING HAVE BEEN PAID IN
FULL BY THE COMPANY AND ITS ERISA AFFILIATES PRIOR TO THE CLOSING IN ACCORDANCE
WITH THE TERMS OF SUCH PLAN AND ALL APPLICABLE LAWS, AND NO TAXES ARE OWING AS A
RESULT OF ANY PLAN.
(L)
THE COMPANY AND ITS ERISA AFFILIATES HAVE NOT MADE OR COMMITTED
TO MAKE ANY MATERIAL INCREASE IN CONTRIBUTIONS OR BENEFITS UNDER ANY PLAN THAT
WOULD BECOME EFFECTIVE EITHER ON OR AFTER THE CLOSING DATE.
(M)
NO PLAN IS CURRENTLY UNDER AUDIT OR EXAMINATION BY THE IRS OR THE
DOL. THERE ARE NO PENDING OR, TO THE KNOWLEDGE OF THE COMPANY, THREATENED,
AUDITS, INVESTIGATIONS, CLAIMS, SUITS, GRIEVANCES OR OTHER PROCEEDINGS, AND
THERE ARE NO FACTS THAT COULD REASONABLY GIVE RISE THERETO, INVOLVING, DIRECTLY
OR INDIRECTLY, ANY PLAN, OR ANY RIGHTS OR BENEFITS THEREUNDER, OTHER THAN THE
ORDINARY AND USUAL CLAIMS FOR BENEFITS BY PARTICIPANTS, DEPENDENTS OR
BENEFICIARIES.
(N)
EXCEPT AS SET FORTH IN SECTION 3.21 OF THE COMPANY DISCLOSURE
SCHEDULE, THE EVENTS CONTEMPLATED IN THIS AGREEMENT WILL NOT TRIGGER, OR ENTITLE
ANY CURRENT OR FORMER EMPLOYEE OF THE COMPANY TO, SEVERANCE, TERMINATION, CHANGE
IN CONTROL PAYMENTS OR ACCELERATED VESTING UNDER ANY PLAN AND WILL NOT RESULT IN
ANY TAX OR OTHER LIABILITY PAYABLE BY ANY PLAN OR, WITH RESPECT TO ANY PLAN, BY
THE COMPANY OR ANY ERISA AFFILIATE.
(O)
BENEFITS PROVIDED TO PARTICIPANTS UNDER EACH PLAN (OTHER THAN A
TAX QUALIFIED PLAN UNDER CODE SECTION 401(A) OR A PLAN ESTABLISHED UNDER CODE
SECTION 408(P)) ARE PROVIDED EXCLUSIVELY FROM INSURANCE CONTRACTS OR THE GENERAL
ASSETS OF THE COMPANY AND/OR ITS ERISA AFFILIATES. THE VALUE OF ALL ASSETS
ASSOCIATED WITH EACH PLAN FUNDED OTHER THAN THROUGH SUCH GENERAL ASSETS OF
INSURANCE POLICIES IS READILY DETERMINABLE ON AN ESTABLISHED MARKET.
32
(P)
EXCEPT AS SECTION 3.21 OF THE COMPANY DISCLOSURE SCHEDULE, THE
COMPANY AND/OR ITS ERISA AFFILIATES CAN TERMINATE EACH PLAN WITHOUT FURTHER
LIABILITY TO THE COMPANY AND/OR ITS ERISA AFFILIATES. WITH RESPECT TO ANY PLAN
SO SCHEDULED,