PURSUANT TO SECTION 409, 502(I), 502(1), 515,
89
4062, 4063, 4064, 4069, 4201 OR 4204 OF ERISA OR SECTION 4971 OR 4975 OF THE
CODE OR HAS BEEN NOTIFIED IN WRITING THAT IT WILL INCUR ANY LIABILITY UNDER ANY
OF THE FOREGOING SECTIONS WITH RESPECT TO ANY PLAN; NO PROCEEDINGS HAVE BEEN
INSTITUTED (OR ARE REASONABLY LIKELY TO BE INSTITUTED) TO TERMINATE OR TO
REORGANIZE ANY PLAN OR TO APPOINT A TRUSTEE TO ADMINISTER ANY PLAN, AND NO
WRITTEN NOTICE OF ANY SUCH PROCEEDINGS HAS BEEN GIVEN TO THE BORROWER OR ANY
ERISA AFFILIATE; AND NO LIEN IMPOSED UNDER THE CODE OR ERISA ON THE ASSETS OF
THE BORROWER OR ANY ERISA AFFILIATE EXISTS (OR IS REASONABLY LIKELY TO EXIST)
NOR HAS THE BORROWER OR ANY ERISA AFFILIATE BEEN NOTIFIED IN WRITING THAT SUCH A
LIEN WILL BE IMPOSED ON THE ASSETS OF THE BORROWER OR ANY ERISA AFFILIATE ON
ACCOUNT OF ANY PLAN, EXCEPT TO THE EXTENT THAT A BREACH OF ANY OF THE
REPRESENTATIONS, WARRANTIES OR AGREEMENTS IN THIS SECTION 8.11 (A) WOULD NOT
RESULT, INDIVIDUALLY OR IN THE AGGREGATE, IN AN AMOUNT OF LIABILITY THAT WOULD
BE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT. NO PLAN (OTHER THAN A
MULTIEMPLOYER PLAN) HAS AN UNFUNDED CURRENT LIABILITY THAT WOULD, INDIVIDUALLY
OR WHEN TAKEN TOGETHER WITH ANY OTHER LIABILITIES REFERENCED IN THIS SECTION
8.11(A), BE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT. WITH RESPECT TO
PLANS THAT ARE MULTIEMPLOYER PLANS (AS DEFINED IN SECTION 3(37) OF ERISA), THE
REPRESENTATIONS AND WARRANTIES IN THIS SECTION 8.11(A), OTHER THAN ANY MADE WITH
RESPECT TO (I) LIABILITY UNDER SECTION 4201 OR 4204 OF ERISA OR (II) LIABILITY
FOR TERMINATION OR REORGANIZATION OF SUCH PLANS UNDER ERISA, ARE MADE TO THE
BEST KNOWLEDGE OF THE BORROWER.
(B)
ALL FOREIGN PLANS ARE IN COMPLIANCE WITH, AND HAVE BEEN
ESTABLISHED, ADMINISTERED AND OPERATED IN ACCORDANCE WITH, THE TERMS OF SUCH
FOREIGN PLANS AND APPLICABLE LAW, EXCEPT FOR ANY FAILURE TO SO COMPLY,
ESTABLISH, ADMINISTER OR OPERATE THE FOREIGN PLANS AS WOULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT. ALL CONTRIBUTIONS OR OTHER PAYMENTS
WHICH ARE DUE WITH RESPECT TO EACH FOREIGN PLAN HAVE BEEN MADE IN FULL AND THERE
ARE NO FUNDING DEFICIENCIES THEREUNDER, EXCEPT TO THE EXTENT ANY SUCH EVENTS
WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
8.12.
SUBSIDIARIES. SCHEDULE 8.12 LISTS EACH SUBSIDIARY OF THE BORROWER
(AND THE DIRECT AND INDIRECT OWNERSHIP INTEREST OF THE BORROWER THEREIN), IN
EACH CASE EXISTING ON THE CLOSING DATE.
8.13.
INTELLECTUAL PROPERTY. THE BORROWER AND EACH OF THE RESTRICTED
SUBSIDIARIES HAVE OBTAINED ALL INTELLECTUAL PROPERTY, FREE FROM BURDENSOME
RESTRICTIONS, THAT IS NECESSARY FOR THE OPERATION OF THEIR RESPECTIVE BUSINESSES
AS CURRENTLY CONDUCTED AND AS PROPOSED TO BE CONDUCTED, EXCEPT WHERE THE FAILURE
TO OBTAIN ANY SUCH RIGHTS COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
8.14.
ENVIRONMENTAL LAWS.
(A)
EXCEPT AS COULD NOT REASONABLY BE EXPECTED TO HAVE A