OR
CONTINGENT) TO ANY PERSON OTHER THAN (I) PURSUANT TO THE TRANSFER AGREEMENT,
(II) AS CONTEMPLATED BY THE TERMS OF THE FINANCE DOCUMENTS AND/OR THE SECOND
LIEN FINANCE DOCUMENTS AND (III) PURSUANT TO ANY INTERCOMPANY LOANS OR
OBLIGATIONS OWING AS AT THE DATE OF THIS AGREEMENT TO ANY MEMBERS OF THE GROUP;
AND
(D)
AS AT THE DATE OF THIS AGREEMENT, NO MATERIAL CLAIMS HAVE BEEN
MADE OR THREATENED IN WRITING AGAINST TELEWEST UK PURSUANT TO THE TRANSFER
AGREEMENT.
20.33
US PATRIOT ACT
(A)
IT HAS NO REASON TO BELIEVE THAT IT OR ANY OF ITS AFFILIATES:
92
(I)
IS A RESTRICTED PARTY OR CONTROLLED BY A RESTRICTED PARTY OR HAS
RECEIVED FUNDS OR PROPERTY FROM A RESTRICTED PARTY; OR
(II)
HAS VIOLATED ANY ANTI-TERRORISM LAW OR IS THE SUBJECT OF ANY
ACTION OR INVESTIGATION (INCLUDING ANY RELATING TO ASSET SEIZURE, FORFEITURE OR
CONFISCATION) UNDER ANY ANTI-TERRORISM LAW.
(B)
IT AND ITS AFFILIATES HAVE TAKEN REASONABLE MEASURES TO ENSURE
COMPLIANCE WITH THE ANTI-TERRORISM LAWS.
20.34
COMPLIANCE WITH ERISA
(A)
EACH PLAN (AND EACH RELATED TRUST, INSURANCE CONTRACT OR FUND) IS
IN COMPLIANCE WITH ITS TERMS AND WITH ALL APPLICABLE LAWS, INCLUDING WITHOUT
LIMITATION ERISA AND THE CODE, SAVE WHERE THE FAILURE TO BE SO COMPLIANT WOULD
NOT RESULT IN A MATERIAL LIABILITY.
(B)
EACH PLAN (AND EACH RELATED TRUST, IF ANY) WHICH IS INTENDED TO BE
QUALIFIED UNDER SECTION 401(A) OF THE CODE HAS RECEIVED A DETERMINATION LETTER
FROM THE INTERNAL REVENUE SERVICE TO THE EFFECT THAT IT MEETS THE REQUIREMENTS
OF SECTIONS 401(A) AND 501(A) OF THE CODE.
(C)
NO REPORTABLE EVENT HAS OCCURRED IN RELATION TO A PLAN.
(D)
NEITHER IT NOR ANY MEMBER OF THE GROUP NOR ANY ERISA AFFILIATE
CONTRIBUTES TO OR HAS OR EVER HAD ANY OBLIGATION TO CONTRIBUTE TO, ANY
MULTIEMPLOYER PLAN.
(E)
NO PLAN HAS AN UNFUNDED CURRENT LIABILITY WHICH, WHEN ADDED TO THE
AGGREGATE AMOUNT OF UNFUNDED CURRENT LIABILITIES WITH RESPECT TO ALL OTHER
PLANS, EXCEEDS $10,000,000.
(F)
NO PLAN WHICH IS SUBJECT TO SECTION 412 OF THE CODE OR SECTION
302 OF ERISA HAS AN ACCUMULATED FUNDING DEFICIENCY, WITHIN THE MEANING OF SUCH
SECTIONS OF THE CODE OR ERISA, OR HAS APPLIED FOR OR RECEIVED A WAIVER OF AN
ACCUMULATED FUNDING DEFICIENCY OR AN EXTENSION OF ANY AMORTISATION PERIOD,
WITHIN THE MEANING OF SECTION 412 OF THE CODE OR SECTION 303 OR 304 OF ERISA.
(G)
ALL CONTRIBUTIONS REQUIRED TO BE MADE WITH RESPECT TO A PLAN HAVE
BEEN MADE WITHIN THE TIME LIMIT THEREFOR, SAVE WHERE THE FAILURE TO DO SO WOULD
NOT RESULT IN A MATERIAL LIABILITY.
(H)
NEITHER IT NOR ANY OTHER MEMBER OF THE GROUP NOR ANY ERISA
AFFILIATE HAS INCURRED ANY MATERIAL LIABILITY (INCLUDING ANY INDIRECT,
CONTINGENT OR SECONDARY LIABILITY) TO OR ON ACCOUNT OF A PLAN PURSUANT TO
SECTIONS 409, 502(I), 502(L), 515, 4062, 4063, 4064, 4069, 4201, 4204 OR 4212 OF
ERISA OR SECTION 401(A)(29), 4971 OR 4975 OF THE CODE OR EXPECTS TO INCUR ANY
SUCH
MATERIAL LIABILITY UNDER ANY OF THE