AND ALL
OUTSTANDING AWARDS THEREUNDER (AND ESTIMATED VALUATIONS THEREOF).
(H)
NO EVENT HAS OCCURRED AND NO CONDITION EXISTS THAT COULD REASONABLY BE
EXPECTED TO SUBJECT THE SELLER, ANY OF ITS AFFILIATES, EITHER OF THE COMPANIES
OR ANY OF THE COMPANY SUBSIDIARIES BY REASON OF THEIR AFFILIATION WITH ANY
MEMBER OF THEIR CONTROLLED GROUP, TO ANY TAX, FINE, LIEN, PENALTY OR OTHER
LIABILITY IMPOSED BY ERISA, THE CODE OR OTHER APPLICABLE LAWS.
NO EMPLOYEE PLAN
PROVIDES RETIREE WELFARE BENEFITS AND NEITHER OF THE COMPANIES NOR ANY OF THE
COMPANY SUBSIDIARIES HAS ANY OBLIGATION TO PROVIDE ANY RETIREE WELFARE BENEFITS
OTHER THAN AS REQUIRED BY SECTION 4980B OF THE CODE.
NEITHER THE SELLER, ANY OF
ITS AFFILIATES, THE COMPANIES, THE COMPANY SUBSIDIARIES NOR ANY MEMBER OF THEIR
RESPECTIVE CONTROLLED GROUPS HAS
30
ENGAGED IN, OR IS A SUCCESSOR OR PARENT CORPORATION TO AN ENTITY THAT HAS
ENGAGED IN, A TRANSACTION DESCRIBED IN SECTIONS 4069 OR 4204 OF ERISA.
NO
"REPORTABLE EVENT" (AS SUCH TERM IS DEFINED IN SECTION 4043 OF ERISA) THAT HAS
NOT BEEN WAIVED OR COULD REASONABLY BE EXPECTED TO RESULT IN MATERIAL LIABILITY,
NO NON-EXEMPT "PROHIBITED TRANSACTION" (AS SUCH TERM IS DEFINED IN SECTION 406
OF ERISA AND SECTION 4975 OF THE CODE), "ACCUMULATED FUNDING DEFICIENCY" (AS
SUCH TERM IS DEFINED IN SECTION 302 OF ERISA AND SECTION 412 OF THE CODE
(WHETHER OR NOT WAIVED)) OR FAILURE TO SATISFY THE MINIMUM FUNDING STANDARD
(WITHIN THE MEANING OF SECTION 412 OF THE CODE OR SECTION 302 OF ERISA) HAS
OCCURRED WITH RESPECT TO ANY EMPLOYEE PLAN.
NO EMPLOYEE PLAN HAS BEEN, OR IS
EXPECTED TO BE, IN "AT RISK" STATUS (AS DEFINED IN SECTION 303(I)(4) OR
SECTION 430(I)(4) OF THE CODE).
(I)
WITH RESPECT TO ANY EMPLOYEE PLAN WHICH IS A COMPANY SPONSORED PLAN, (I) NO
ACTIONS, SUITS OR CLAIMS (OTHER THAN ROUTINE CLAIMS FOR BENEFITS IN THE ORDINARY
COURSE) ARE PENDING OR THREATENED, (II) NO FACTS OR CIRCUMSTANCES EXIST THAT
COULD GIVE RISE TO ANY SUCH ACTIONS, SUITS OR CLAIMS, (III) NO WRITTEN OR ORAL
COMMUNICATION HAS BEEN RECEIVED FROM THE PENSION BENEFIT GUARANTY CORPORATION
(THE "PBGC") IN RESPECT OF ANY EMPLOYEE PLAN SUBJECT TO TITLE IV OF ERISA
CONCERNING THE FUNDED STATUS OF ANY SUCH PLAN OR ANY TRANSFER OF ASSETS AND
LIABILITIES FROM ANY SUCH PLAN IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREIN AND (IV) NO ADMINISTRATIVE INVESTIGATION, AUDIT OR OTHER ADMINISTRATIVE
PROCEEDING BY THE DEPARTMENT OF LABOR, THE PBGC, THE IRS OR OTHER GOVERNMENTAL
AUTHORITIES ARE PENDING, THREATENED OR IN PROGRESS (INCLUDING ANY ROUTINE
REQUESTS FOR INFORMATION FROM THE PBGC).
(J)
EXCEPT AS SET FORTH IN SECTION 3.17(J) OF THE DISCLOSURE SCHEDULE, NO
EMPLOYEE PLAN EXISTS THAT COULD RESULT IN THE PAYMENT TO ANY COMPANY EMPLOYEE OF
ANY MONEY OR OTHER PROPERTY (INCLUDING SEVERANCE BENEFITS) OR ACCELERATE OR
PROVIDE ANY OTHER RIGHTS OR BENEFITS TO ANY COMPANY EMPLOYEE AS A RESULT OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (INCLUDING ANY "STAY" BONUSES
PAYABLE IN CONNECTION THEREWITH).
THERE IS NO CONTRACT, PLAN OR ARRANGEMENT
(WRITTEN