or any of their respective
Subsidiaries are the subject of any review or audit by the Internal Revenue
Service or any investigation by any Governmental Authority concerning the
violation or possible violation of any law (other than routine IRS audits).
5.11
Employee Labor Matters.
Except as set forth on Schedule 5.11,
(A) none of the Loan Parties, their respective Subsidiaries or their respective
employees is subject to any collective bargaining agreement, (B) no petition for
certification or union election is pending with respect to the employees of any
such Person and no union or collective bargaining unit has sought such
certification or recognition with respect to the employees of any such Person
and (C) there are no strikes, slowdowns, unfair labor practice complaints, work
stoppages or controversies pending or, to the best knowledge of the Loan Parties
after due inquiry, threatened between any such Person and its respective
employees, other than employee grievances arising in the ordinary course of
business that would not (in the case of each of clauses (A), (B) or (C) above)
reasonably be expected to have, either individually or in the aggregate, a
Material Adverse Effect.
5.12
ERISA Compliance.
(A)
EACH PLAN IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE
APPLICABLE PROVISIONS OF ERISA, THE IRC AND OTHER FEDERAL OR STATE LAW EXCEPT
FOR ANY NONCOMPLIANCE THAT WOULD NOT REASONABLY BE EXPECTED TO HAVE, EITHER
INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
EACH PLAN, OTHER
THAN A MULTI-EMPLOYER PLAN, WHICH IS INTENDED TO QUALIFY UNDER SECTION 401(A) OF
THE IRC HAS RECEIVED A FAVORABLE DETERMINATION LETTER FROM THE INTERNAL REVENUE
SERVICE OR IS ADOPTED BY MEANS OF A MASTER OR PROTOTYPE PLAN THAT HAS RECEIVED A
FAVORABLE OPINION LETTER UPON WHICH THE LOAN PARTIES ARE ENTITLED TO RELY AND TO
THE BEST KNOWLEDGE OF THE LOAN PARTIES, NOTHING HAS OCCURRED THAT WOULD CAUSE
THE LOSS OF SUCH QUALIFICATION.
THE LOAN PARTIES AND EACH ERISA AFFILIATE HAVE
MADE ALL REQUIRED CONTRIBUTIONS TO ANY PLAN SUBJECT TO SECTION 412 OF THE IRC,
AND NO APPLICATION FOR A FUNDING WAIVER OR AN EXTENSION OF ANY AMORTIZATION
PERIOD PURSUANT TO SECTION 412 OF THE IRC HAS BEEN MADE WITH RESPECT TO ANY
PLAN.
(B)
THERE ARE NO PENDING OR, TO THE BEST KNOWLEDGE OF THE LOAN
PARTIES, THREATENED CLAIMS, ACTIONS OR LAWSUITS, OR ACTION BY ANY GOVERNMENTAL
AUTHORITY, WITH RESPECT TO ANY PLAN WHICH HAS RESULTED OR COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
THERE HAS BEEN NO
42
PROHIBITED TRANSACTION OR VIOLATION OF THE FIDUCIARY RESPONSIBILITY RULES WITH
RESPECT TO ANY PLAN WHICH HAS RESULTED OR COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
(C)
(I) NO ERISA EVENT HAS OCCURRED OR IS REASONABLY EXPECTED TO
OCCUR; (II) NO PENSION PLAN HAS ANY UNFUNDED LIABILITY; (III) NEITHER THE LOAN
PARTIES NOR ANY ERISA AFFILIATE HAS INCURRED, OR REASONABLY EXPECTS TO INCUR,
ANY LIABILITY UNDER TITLE IV OF ERISA WITH RESPECT TO ANY PENSION PLAN (OTHER
THAN PREMIUMS DUE AND NOT