THE BENEFIT PLANS REQUIRED TO BE
FILED WITH OR FURNISHED TO GOVERNMENTAL AUTHORITIES, PARTICIPANTS OR
BENEFICIARIES HAVE BEEN FILED OR FURNISHED IN ACCORDANCE WITH APPLICABLE LAW IN
A TIMELY MANNER.
(J)
THE COMPANY DOES NOT NOW, NOR HAS IT EVER, MAINTAINED OR CONTRIBUTED TO
OR BEEN A PARTY TO ANY BENEFIT PLAN SUBJECT TO TITLE IV OF ERISA.
(K)
AS TO ANY BENEFIT PLAN INTENDED TO BE QUALIFIED UNDER SECTION 401 OF THE
CODE, THERE HAS BEEN NO TERMINATION OR PARTIAL TERMINATION OF THE BENEFIT PLAN
WITHIN THE MEANING OF SECTION 411(D)(3) OF THE CODE.
(L)
NO ACT, OMISSION OR TRANSACTION HAS OCCURRED WHICH WOULD RESULT IN
IMPOSITION ON THE COMPANY OF (A) BREACH OF FIDUCIARY DUTY LIABILITY DAMAGES
UNDER SECTION 409 OF ERISA, (B) A CIVIL PENALTY ASSESSED PURSUANT TO SUBSECTIONS
(C), (I) OR (L) OF SECTION 502 OF ERISA, OR (C) A TAX IMPOSED PURSUANT TO
CHAPTER 43 OF SUBTITLE D OF THE CODE.
27
(M)
TO THE COMPANY'S KNOWLEDGE, THERE IS NO MATTER PENDING (OTHER THAN ROUTINE
QUALIFICATION DETERMINATION FILINGS) WITH RESPECT TO ANY OF THE BENEFIT PLANS
BEFORE THE INTERNAL REVENUE SERVICE, THE DEPARTMENT OF LABOR, THE PBGC, OR ANY
OTHER GOVERNMENTAL AUTHORITY.
(N)
EACH BENEFIT PLAN WHICH IS AN "EMPLOYEE WELFARE BENEFIT PLAN," AS SUCH
TERM IS DEFINED IN SECTION 3(1) OF ERISA, MAY BE UNILATERALLY AMENDED OR
TERMINATED IN ITS ENTIRETY WITHOUT LIABILITY EXCEPT AS TO BENEFITS ACCRUED
THEREUNDER PRIOR TO SUCH AMENDMENT OR TERMINATION.
SECTION 4.19
AFFILIATE TRANSACTIONS.
(A)
EXCEPT AS DISCLOSED IN
SCHEDULE 4.19(A), THERE ARE NO OUTSTANDING PAYABLES, RECEIVABLES, LOANS,
ADVANCES AND OTHER SIMILAR ACCOUNTS BETWEEN THE COMPANY, ON THE ONE HAND, AND
ANY OF ITS AFFILIATES, ON THE OTHER HAND, RELATING TO THE BUSINESS.
(B)
EXCEPT AS DISCLOSED IN SCHEDULE 4.19(B), TO THE COMPANY'S KNOWLEDGE, NO
DIRECTOR, OFFICER OR EMPLOYEE OF THE COMPANY POSSESSES, DIRECTLY OR INDIRECTLY,
ANY OWNERSHIP INTEREST IN, OR IS A DIRECTOR, OFFICER OR EMPLOYEE OF, ANY PERSON
WHICH IS A SUPPLIER, CUSTOMER, LESSOR, LESSEE, LICENSOR, OR COMPETITOR OF THE
COMPANY.
OWNERSHIP OF 1% OR LESS OF ANY CLASS OF SECURITIES OF A PERSON WHOSE
SECURITIES ARE REGISTERED UNDER THE EXCHANGE ACT WILL NOT BE DEEMED TO BE AN
OWNERSHIP INTEREST FOR PURPOSES OF THIS SECTION 4.19(B).
SECTION 4.20
CUSTOMER AND SUPPLIER RELATIONS.
SCHEDULE 4.20 INCLUDES A
COMPLETE AND CORRECT LIST OF (A) ALL CUSTOMERS OF THE BUSINESS WHO HAVE MADE
AGGREGATE PURCHASES IN EXCESS OF 5% OF THE TOTAL REVENUES OF THE COMPANY TO DATE
IN FISCAL YEAR 2006 AND (B) ALL SUPPLIERS FROM WHOM THE COMPANY HAS PURCHASED IN
EXCESS OF $500,000 IN EQUIPMENT OR SUPPLIES TO DATE IN FISCAL YEAR 2006.
EXCEPT
AS DISCLOSED IN SCHEDULE 4.20, TO THE COMPANY'S KNOWLEDGE, NONE OF SUCH
CUSTOMERS OR SUPPLIERS HAS CANCELED, TERMINATED OR OTHERWISE MATERIALLY ALTERED
OR NOTIFIED THE COMPANY IN WRITING OF ANY INTENTION TO CANCEL, TERMINATE OR
MATERIALLY ALTER ITS RELATIONSHIP WITH THE COMPANY SINCE THE BALANCE SHEET DATE.
SECTION 4.21
OTHER EMPLOYMENT MATTERS.
(A)
EXCEPT AS DISCLOSED IN SCHEDULE
4.21, THE COMPANY