MATERIAL AMOUNTS THAT ARE REQUIRED TO BE COLLECTED OR WITHHELD BY
THEM TO DISCHARGE THEIR OBLIGATIONS, AND ALL OF THOSE MATERIAL AMOUNTS HAVE BEEN
PAID TO THE APPROPRIATE GOVERNMENTAL AGENCIES OR SET ASIDE IN APPROPRIATE
ACCOUNTS FOR FUTURE PAYMENT WHEN DUE; EXCEPT TO THE EXTENT, AS TO ANY OF CLAUSES
(I), (II) OR (III), THAT ANY FAILURE TO DO SO WOULD NOT, INDIVIDUALLY OR IN THE
AGGREGATE, BE MATERIAL IN THE CONTEXT OF THE BUSINESS OF THE COMPANIES AND THEIR
SUBSIDIARIES TAKEN AS A WHOLE.
(L)
EACH COMPANY PLAN (OR ANY OTHER PLAN SOLELY TO THE EXTENT IT
RELATES TO EMPLOYEES OR FORMER EMPLOYEES OF THE BUSINESS) THAT CONSTITUTES A
"WELFARE BENEFIT PLAN" WITHIN THE MEANING OF SECTION 3(1) OF ERISA, AND FOR
WHICH CONTRIBUTIONS ARE CLAIMED BY THE COMPANIES, THEIR SUBSIDIARIES OR ANY
ERISA AFFILIATE AS DEDUCTIONS UNDER ANY PROVISION OF THE CODE OR OTHER LAW, IS
IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE REQUIREMENTS
PERTAINING TO SUCH DEDUCTION.
SECTION 3.13(L) OF THE SELLER DISCLOSURE SCHEDULE
DISCLOSES WHETHER EACH SUCH WELFARE BENEFIT PLAN IS (I) UNFUNDED; (II) WITH
RESPECT TO WELFARE PLANS SUBJECT TO THE PROVISIONS OF THE CODE, FUNDED THROUGH A
"WELFARE BENEFIT FUND", AS SUCH TERM IS DEFINED IN SECTION 419(E) OF THE CODE,
OR OTHER FUNDING MECHANISM; OR (III) INSURED.
(M)
NONE OF THE COMPANIES, THE SUBSIDIARIES, THE PURCHASERS OR ANY OF
THEIR POST-CLOSING ERISA AFFILIATES HAS OR SHALL INCUR, AND NONE OF THEM COULD
REASONABLY BE EXPECTED TO INCUR, BY OPERATION OF LAW OR OTHERWISE, ANY
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LIABILITY WHATSOEVER WITH RESPECT TO, OR IN ANY WAY RELATED TO, ANY PLAN WHICH
IS NOT A COMPANY PLAN, AS PART OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT OR OTHERWISE.
(N)
NONE OF THE COMPANIES OR THEIR SUBSIDIARIES HAS ANY INDEMNITY
OBLIGATION FOR ANY TAXES OR INTEREST IMPOSED OR ACCELERATED UNDER SECTION 409A
OF THE CODE ("SECTION 409A").
SECTION 3.14
COMPANY CONTRACTS.
(A)
SECTION 3.14(A) OF THE SELLER DISCLOSURE SCHEDULE IDENTIFIES
COMPANY CONTRACTS WHICH ARE IN THE CATEGORIES LISTED BELOW (COLLECTIVELY, THE
"MATERIAL COMPANY CONTRACTS") AS OF THE DATE HEREOF:
(I)
ANY EMPLOYMENT, INDEPENDENT CONTRACTOR, CONSULTING OR OTHER
CONTRACT PURSUANT TO WHICH ANY INDIVIDUAL WOULD BE CONTRACTUALLY ENTITLED TO
PAYMENT OF BASE COMPENSATION, FEES, OR TARGET BONUS WHICH IN AGGREGATE ARE IN
EXCESS OF $125,000 PER ANNUM;
(II)
ANY CONTRACT UNDER WHICH ANY OF THE COMPANIES OR THEIR
SUBSIDIARIES HAS, DIRECTLY OR INDIRECTLY, FOR ITS OWN ACCOUNT MADE ANY ADVANCE,
LOAN, EXTENSION OF CREDIT OR CAPITAL CONTRIBUTION TO, OR OTHER INVESTMENT OF
DEBT OR EQUITY IN, ANY PERSON IN EXCESS OF $200,000 THAT HAS NOT TERMINATED
PRIOR TO THE DATE HEREOF (EXCLUDING, FOR THE AVOIDANCE OF DOUBT, EXTENSIONS OF
CREDIT IN THE ORDINARY COURSE OF BUSINESS);
(III)
ANY COLLECTIVE BARGAINING AGREEMENT OR ANY OTHER LABOR-RELATED
AGREEMENTS WITH ANY LABOR UNION APPLICABLE TO EMPLOYEES;
(IV)
ANY CONTRACT EVIDENCING OR GUARANTEEING INDEBTEDNESS OR ANY
GUARANTEE OF ANY OF THE COMPANIES OR ANY OF THEIR SUBSIDIARIES, IDENTIFYING
WHICH GUARANTEES ARE COMPANY GUARANTEES AND WHICH GUARANTEES ARE GUARANTEES FOR