2.15(A), THE COMPANY DOES NOT MAINTAIN, SPONSOR, CONTRIBUTE
TO, PROVIDE BENEFITS UNDER OR HAVE ANY ACTUAL OR POTENTIAL LIABILITY WITH
RESPECT TO ANY EMPLOYEE BENEFIT PLAN.
(B)
(I) THE EMPLOYEE BENEFIT PLANS HAVE BEEN AND
SHALL BE THROUGH THE CLOSING DATE MAINTAINED IN COMPLIANCE IN ALL RESPECTS WITH
THEIR TERMS AND WITH THE REQUIREMENTS OF THE CODE AND ERISA AND ALL OTHER
APPLICABLE LAWS AND REGULATIONS, AND THE COMPANY HAS NOT RECEIVED NOTIFICATION
TO THE CONTRARY FROM THE INTERNAL REVENUE SERVICE, DEPARTMENT OF LABOR, OR THE
PBGC.
(II) EXCEPT AS SET FORTH ON THE ATTACHED SCHEDULE 2.15(B), EACH EMPLOYEE
BENEFIT PLAN THAT IS INTENDED TO QUALIFY UNDER SECTION 401(A) OR 501(C)(9) OF
THE CODE IS SO QUALIFIED AND HAS RECEIVED A FAVORABLE DETERMINATION OR APPROVAL
LETTER FROM THE INTERNAL REVENUE SERVICE WITH RESPECT TO SUCH QUALIFICATION, OR
MAY RELY ON AN OPINION LETTER ISSUED BY THE INTERNAL REVENUE SERVICE WITH
RESPECT TO A PROTOTYPE PLAN ADOPTED IN ACCORDANCE WITH THE REQUIREMENTS FOR SUCH
RELIANCE, OR HAS TIME REMAINING FOR APPLICATION TO THE INTERNAL REVENUE SERVICE
FOR A DETERMINATION OF THE QUALIFIED STATUS OF SUCH EMPLOYEE BENEFIT PLAN FOR
ANY PERIOD FOR WHICH SUCH EMPLOYEE BENEFIT PLAN WOULD NOT OTHERWISE BE COVERED
BY AN INTERNAL REVENUE SERVICE DETERMINATION AND NO EVENT OR OMISSION HAS
OCCURRED THAT WOULD CAUSE ANY EMPLOYEE BENEFIT PLAN TO LOSE SUCH QUALIFICATION.
(III) NO ASSET OF THE COMPANY IS SUBJECT TO ANY LIEN UNDER ERISA OR THE CODE,
AND THE COMPANY AND ITS SUBSIDIARIES HAVE NOT INCURRED ANY LIABILITY UNDER TITLE
IV OF ERISA OR TO THE PBGC.
(IV) NO LITIGATION OR GOVERNMENTAL ADMINISTRATIVE
PROCEEDING, AUDIT OR OTHER PROCEEDING (OTHER THAN THOSE RELATING TO ROUTINE
CLAIMS FOR BENEFITS) IS PENDING OR THREATENED WITH RESPECT TO ANY EMPLOYEE
BENEFIT PLAN OR ANY FIDUCIARY OR SERVICE PROVIDER THEREOF, AND THERE IS NO
REASONABLE BASIS FOR ANY SUCH LITIGATION OR PROCEEDING.
(C)
THE COMPANY HAS NEVER: (I) MAINTAINED,
CONTRIBUTED TO OR HAD ANY ACTUAL OR POTENTIAL LIABILITY WITH RESPECT TO ANY
ACTIVE OR TERMINATED, FUNDED OR UNFUNDED, MULTIEMPLOYER PLAN OR EMPLOYEE BENEFIT
PLAN SUBJECT TO SECTION 302 OF TITLE I OF ERISA, TITLE IV OF ERISA OR
SECTION 412 OF THE CODE; (II) FAILED TO SATISFY ANY MINIMUM FUNDING REQUIREMENT,
IF ANY, UNDER SECTION 412 OF THE CODE OR SECTION 302 OF ERISA; (III) FAILED TO
MAKE A REQUIRED CONTRIBUTION OR PAYMENT TO A MULTIEMPLOYER PLAN (AS DESCRIBED IN
SECTION 4001 (A)(3) OF ERISA); OR (IV) MADE A COMPLETE OR PARTIAL WITHDRAWAL
UNDER SECTIONS 4203 OR 4205 OF ERISA FROM A MULTIEMPLOYER PLAN.
(D)
WITH RESPECT TO EACH EMPLOYEE BENEFIT PLAN,
ALL REQUIRED OR RECOMMENDED (IN ACCORDANCE WITH HISTORICAL PRACTICES, INCLUDING
ANY DISCRETIONARY MATCHING OR PROFIT SHARING CONTRIBUTIONS)
15
PAYMENTS, PREMIUMS, CONTRIBUTIONS, REIMBURSEMENTS OR ACCRUALS FOR ALL PERIODS
(OR PARTIAL PERIODS) ENDING PRIOR TO OR AS OF THE CLOSING DATE SHALL HAVE BEEN
MADE OR PROPERLY ACCRUED ON THE LATEST BALANCE SHEET.
(E)
THE COMPANY DOES NOT, AND AS OF THE CLOSING
DATE, THE COMPANY WILL NOT MAINTAIN OR