THE COMPANY OR ANY AFFILIATE CONTRIBUTED TO OR BEEN OBLIGATED TO
CONTRIBUTE TO ANY MULTIEMPLOYER PLAN.
NEITHER THE COMPANY NOR ANY AFFILIATE HAS
AT ANY TIME EVER MAINTAINED, ESTABLISHED, SPONSORED, PARTICIPATED IN OR
CONTRIBUTED TO ANY MULTIPLE EMPLOYER PLAN OR TO ANY PLAN DESCRIBED IN SECTION
413 OF THE CODE.
(H)
NO POST-EMPLOYMENT OBLIGATIONS.
NO COMPANY EMPLOYEE PLAN OR
EMPLOYMENT ARRANGEMENT PROVIDES, OR REFLECTS OR REPRESENTS ANY LIABILITY TO
PROVIDE, RETIREE LIFE INSURANCE, RETIREE HEALTH OR OTHER RETIREE EMPLOYEE
WELFARE BENEFITS TO ANY PERSON FOR ANY REASON, EXCEPT AS MAY BE REQUIRED BY
COBRA OR OTHER APPLICABLE STATUTE, AND THE COMPANY HAS NOT REPRESENTED, PROMISED
OR CONTRACTED (WHETHER IN ORAL OR WRITTEN FORM) TO ANY EMPLOYEE (EITHER
17
INDIVIDUALLY OR TO EMPLOYEES AS A GROUP) OR ANY OTHER PERSON THAT SUCH
EMPLOYEE(S) OR OTHER PERSON WOULD BE PROVIDED WITH RETIREE LIFE INSURANCE,
RETIREE HEALTH OR OTHER RETIREE EMPLOYEE WELFARE BENEFITS, EXCEPT TO THE EXTENT
REQUIRED BY STATUTE.
(I)
COBRA; FMLA; HIPAA.
THE COMPANY AND EACH AFFILIATE HAS, PRIOR TO
THE EFFECTIVE TIME, COMPLIED WITH COBRA, FMLA, HIPAA, THE WOMEN'S HEALTH AND
CANCER RIGHTS ACT OF 1998, THE NEWBORNS' AND MOTHERS' HEALTH PROTECTION ACT OF
1996, AND ANY SIMILAR PROVISIONS OF STATE LAW APPLICABLE TO ITS EMPLOYEES IN ALL
MATERIAL RESPECTS.
THE COMPANY DOES NOT HAVE UNSATISFIED OBLIGATIONS TO ANY
EMPLOYEES OR QUALIFIED BENEFICIARIES PURSUANT TO COBRA, HIPAA OR ANY STATE LAW
GOVERNING HEALTH CARE COVERAGE OR EXTENSION.
(J)
EFFECT OF TRANSACTION.
THE EXECUTION OF THIS AGREEMENT AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT (EITHER ALONE OR
UPON THE OCCURRENCE OF ANY ADDITIONAL OR SUBSEQUENT EVENTS) CONSTITUTE AN EVENT
UNDER ANY COMPANY EMPLOYEE PLAN, EMPLOYEE AGREEMENT, TRUST OR LOAN THAT WILL OR
MAY RESULT IN ANY PAYMENT (WHETHER OF SEVERANCE PAY OR OTHERWISE), ACCELERATION,
FORGIVENESS OF INDEBTEDNESS, VESTING, DISTRIBUTION, INCREASE IN BENEFITS OR
OBLIGATION TO FUND BENEFITS OR BE DEEMED A "PARACHUTE PAYMENT" UNDER SECTION
280G OF THE CODE WITH RESPECT TO ANY EMPLOYEE, .
(K)
EMPLOYMENT MATTERS.
THE COMPANY: (I) IS IN COMPLIANCE WITH ALL
APPLICABLE FOREIGN, FEDERAL, STATE AND LOCAL LAWS, RULES AND REGULATIONS
RESPECTING EMPLOYMENT, EMPLOYMENT PRACTICES, TERMS AND CONDITIONS OF EMPLOYMENT,
TERMINATION OF EMPLOYMENT, EMPLOYEE SAFETY AND WAGES AND HOURS, AND IN EACH
CASE, WITH RESPECT TO EMPLOYEES; (II) HAS WITHHELD AND REPORTED ALL AMOUNTS
REQUIRED BY LAW OR BY AGREEMENT TO BE WITHHELD AND REPORTED WITH RESPECT TO
WAGES, SALARIES AND OTHER PAYMENTS TO EMPLOYEES; (III) IS NOT LIABLE FOR ANY
ARREARS OF WAGES, SEVERANCE PAY OR ANY TAXES OR ANY PENALTY FOR FAILURE TO
COMPLY WITH ANY OF THE FOREGOING; AND (IV) IS NOT LIABLE FOR ANY PAYMENT TO ANY
TRUST OR OTHER FUND GOVERNED BY OR MAINTAINED BY OR ON BEHALF OF ANY
GOVERNMENTAL AUTHORITY, WITH RESPECT TO UNEMPLOYMENT COMPENSATION BENEFITS,
SOCIAL SECURITY OR OTHER BENEFITS OR OBLIGATIONS FOR EMPLOYEES (OTHER THAN
ROUTINE PAYMENTS TO BE MADE IN THE NORMAL COURSE OF BUSINESS AND CONSISTENT WITH
PAST PRACTICE).
THERE ARE NO ACTION, SUITS, CLAIMS OR ADMINISTRATIVE MATTERS
PENDING WHICH HAVE