PERSON
SUBJECT TO ANY HEALTH PLAN OF THE COMPANY WHO HAS MADE MEDICAL CLAIMS.
THE
COMPANY DOES NOT SPONSOR OR MAINTAIN ANY SELF-FUNDED EMPLOYEE BENEFIT PLAN.
3.15.3.
NONE OF THE COMPANY EMPLOYEE PLANS PROMISES OR PROVIDES RETIREE
MEDICAL OR OTHER RETIREE WELFARE BENEFITS TO ANY PERSON OTHER THAN AS REQUIRED
UNDER THE CONSOLIDATED OMNIBUS BUDGET RECONCILIATION ACT OF 1985, AS AMENDED
("COBRA"), OR SIMILAR STATE LAW.
THERE HAS BEEN NO "PROHIBITED TRANSACTION"
(WITHIN THE MEANING OF SECTION 406 OF ERISA AND SECTION 4975 OF THE CODE AND NOT
EXEMPT UNDER SECTION 408 OF ERISA AND REGULATORY GUIDANCE THEREUNDER) WITH
RESPECT TO ANY COMPANY EMPLOYEE PLAN.
EACH COMPANY EMPLOYEE PLAN HAS BEEN
ADMINISTERED IN ACCORDANCE WITH ITS TERMS AND IN COMPLIANCE WITH THE
REQUIREMENTS PRESCRIBED BY ANY AND ALL STATUTES, RULES AND REGULATIONS
(INCLUDING ERISA AND THE CODE), AND THE COMPANY AND EACH ERISA AFFILIATE HAS
PERFORMED ALL OBLIGATIONS REQUIRED TO BE PERFORMED BY IT UNDER, IS NOT IN
DEFAULT UNDER OR IN VIOLATION OF, AND HAS NO KNOWLEDGE OF ANY DEFAULT OR
VIOLATION BY ANY OTHER PARTY TO, ANY OF THE COMPANY EMPLOYEE PLANS.
NEITHER THE
COMPANY NOR ANY ERISA AFFILIATE IS SUBJECT TO ANY LIABILITY OR PENALTY UNDER
SECTIONS 4976 THROUGH 4980 OF THE CODE OR TITLE I OF ERISA WITH RESPECT TO ANY
OF THE COMPANY EMPLOYEE PLANS.
ALL CONTRIBUTIONS REQUIRED TO BE MADE BY THE
COMPANY OR ANY ERISA AFFILIATE TO ANY COMPANY EMPLOYEE PLAN HAVE BEEN MADE ON OR
BEFORE THEIR DUE DATES AND A REASONABLE AMOUNT HAS BEEN ACCRUED FOR
CONTRIBUTIONS TO EACH COMPANY EMPLOYEE PLAN FOR THE CURRENT PLAN YEARS (AND NO
FURTHER CONTRIBUTIONS WILL BE DUE OR WILL HAVE ACCRUED THEREUNDER AS OF THE
CLOSING DATE, OTHER THAN CONTRIBUTIONS ACCRUED IN THE ORDINARY COURSE OF
BUSINESS, CONSISTENT WITH PAST PRACTICE, AFTER THE COMPANY BALANCE SHEET DATE AS
A RESULT OF THE OPERATIONS OF COMPANY AFTER THE COMPANY BALANCE SHEET DATE).
IN
ADDITION, WITH RESPECT TO EACH COMPANY EMPLOYEE PLAN INTENDED TO INCLUDE A CODE
SECTION 401(K) ARRANGEMENT, THE COMPANY AND ERISA AFFILIATES HAVE AT ALL TIMES
MADE TIMELY DEPOSITS OF EMPLOYEE SALARY REDUCTION CONTRIBUTIONS AND PARTICIPANT
LOAN REPAYMENTS, AS DETERMINED PURSUANT TO REGULATIONS ISSUED BY THE UNITED
STATES DEPARTMENT OF LABOR.
NO COMPANY EMPLOYEE PLAN IS COVERED BY, AND NEITHER
THE COMPANY NOR ANY ERISA AFFILIATE HAS INCURRED OR EXPECTS TO INCUR ANY
LIABILITY UNDER TITLE IV OF ERISA OR SECTION 412 OF THE CODE.
EACH COMPANY
EMPLOYEE PLAN CAN BE AMENDED, TERMINATED OR OTHERWISE DISCONTINUED AFTER THE
CLOSING IN ACCORDANCE WITH ITS TERMS, WITHOUT LIABILITY TO PURCHASER AND/OR THE
COMPANY (OTHER THAN ORDINARY ADMINISTRATIVE EXPENSES TYPICALLY INCURRED IN A
TERMINATION EVENT).
WITH RESPECT TO EACH COMPANY EMPLOYEE PLAN SUBJECT TO ERISA
AS EITHER AN EMPLOYEE PENSION BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(2) OF
ERISA OR AN EMPLOYEE WELFARE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(1) OF
ERISA, THE COMPANY HAS PREPARED IN GOOD FAITH AND TIMELY FILED ALL REQUISITE
GOVERNMENTAL REPORTS (WHICH WERE TRUE, CORRECT AND COMPLETE AS OF