WHICH SUCH FOREIGN PLAN IS
MAINTAINED, TO THE EXTENT THOSE LEGAL REQUIREMENTS ARE APPLICABLE TO SUCH
FOREIGN PLAN, (II) ALL CONTRIBUTIONS TO, AND MATERIAL PAYMENTS FROM, SUCH
FOREIGN PLAN WHICH MAY HAVE BEEN REQUIRED TO BE MADE IN ACCORDANCE WITH THE
TERMS OF SUCH FOREIGN PLAN, AND, WHEN APPLICABLE, THE LEGAL REQUIREMENTS OF THE
JURISDICTION IN WHICH SUCH FOREIGN PLAN IS MAINTAINED, HAVE BEEN TIMELY MADE OR
SHALL BE MADE BY THE CLOSING DATE, AND ALL SUCH CONTRIBUTIONS TO SUCH FOREIGN
PLAN, AND ALL PAYMENTS UNDER SUCH FOREIGN PLAN, FOR ANY PERIOD ENDING BEFORE THE
CLOSING DATE THAT ARE NOT YET, BUT WILL BE, REQUIRED TO BE MADE, ARE REFLECTED
AS AN ACCRUED LIABILITY ON THE COMPANY BALANCE SHEET, (III) THE COMPANY AND EACH
ERISA AFFILIATE HAS MATERIALLY COMPLIED WITH ALL APPLICABLE REPORTING AND NOTICE
REQUIREMENTS, AND SUCH FOREIGN PLAN HAS OBTAINED FROM THE GOVERNMENTAL ENTITY
HAVING JURISDICTION WITH RESPECT TO SUCH FOREIGN PLAN ANY REQUIRED
DETERMINATIONS, IF ANY, THAT SUCH FOREIGN PLAN IS IN COMPLIANCE WITH THE LEGAL
REQUIREMENTS OF THE RELEVANT JURISDICTION IF SUCH DETERMINATIONS ARE REQUIRED IN
ORDER TO GIVE EFFECT TO SUCH FOREIGN PLAN, (IV) SUCH FOREIGN PLAN HAS BEEN
ADMINISTERED IN ALL MATERIAL RESPECTS AT ALL TIMES IN ACCORDANCE WITH ITS TERMS
AND APPLICABLE LEGAL REQUIREMENTS, (V) TO THE KNOWLEDGE OF THE COMPANY, THERE
ARE NO PENDING INVESTIGATIONS BY ANY GOVERNMENTAL BODY INVOLVING SUCH FOREIGN
PLAN, AND NO PENDING CLAIMS (EXCEPT FOR CLAIMS FOR BENEFITS PAYABLE IN THE
NORMAL OPERATION OF SUCH FOREIGN PLAN), SUITS OR PROCEEDINGS AGAINST SUCH
FOREIGN PLAN OR ASSERTING ANY RIGHTS OR CLAIMS TO BENEFITS UNDER SUCH FOREIGN
PLAN, (VI) THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WILL NOT BY
ITSELF CREATE OR OTHERWISE RESULT IN ANY LIABILITY WITH RESPECT TO SUCH FOREIGN
PLAN, AND (VII) EXCEPT AS REQUIRED BY APPLICABLE LEGAL REQUIREMENTS, NO
CONDITION EXISTS THAT WOULD PREVENT THE COMPANY FROM TERMINATING OR AMENDING ANY
FOREIGN PLAN AT ANY TIME FOR ANY REASON IN ACCORDANCE WITH THE TERMS OF EACH
SUCH FOREIGN PLAN WITHOUT THE PAYMENT OF ANY FEES, COSTS OR EXPENSES (OTHER THAN
THE PAYMENT OF BENEFITS ACCRUED THROUGH THE DATE OF TERMINATION AND ANY NORMAL
AND REASONABLE EXPENSES TYPICALLY INCURRED IN A TERMINATION EVENT).
THE
BENEFITS AVAILABLE UNDER ALL FOREIGN PLANS IN THE AGGREGATE DO NOT PROVIDE
MATERIALLY GREATER BENEFITS TO EMPLOYEES OF THE COMPANY PARTICIPATING IN SUCH
PLANS THAN THE BENEFITS AVAILABLE UNDER THE COMPANY EMPLOYEE PLANS FOR EMPLOYEES
OF THE COMPANY IN THE UNITED STATES.
NO FOREIGN PLAN HAS UNFUNDED LIABILITIES
THAT WILL NOT BE OFFSET BY INSURANCE OR THAT ARE NOT FULLY ACCRUED ON THE
FINANCIAL STATEMENTS OF THE COMPANY IN ACCORDANCE WITH GAAP.
3.15.8.
SCHEDULE 3.15.8 OF THE DISCLOSURE SCHEDULE LISTS AS OF THE DATE
OF SIGNING THE ORIGINAL PURCHASE AGREEMENT EACH EMPLOYEE OF THE COMPANY WHO IS
NOT FULLY AVAILABLE TO PERFORM WORK BECAUSE OF DISABILITY OR OTHER LEAVE AND
ALSO LISTS, WITH RESPECT TO EACH SUCH EMPLOYEE, THE BASIS OF SUCH DISABILITY OR
LEAVE AND THE ANTICIPATED DATE OF