HAS NEVER BEEN SUBJECT TO ANY INTEREST, FORFEITURE,
SURCHARGE OR PENALTY.
3.13
Employee Benefit Plans.
(A)
SCHEDULE 3.13(A) CONTAINS A COMPLETE AND ACCURATE LIST OF ALL MATERIAL
BENEFIT PLANS AND BENEFIT ARRANGEMENTS.
(B)
WITH RESPECT, AS APPLICABLE, TO BENEFIT PLANS AND BENEFIT
ARRANGEMENTS:
(I)
THE COMPANY HAS DELIVERED TRUE, CORRECT, AND COMPLETE COPIES OF
THE PLAN DOCUMENTS AND SUMMARY PLAN DESCRIPTIONS, THE MOST RECENT DETERMINATION
LETTER RECEIVED FROM THE IRS, THE MOST RECENT ANNUAL REPORT (FORM 5500, WITH ALL
APPLICABLE ATTACHMENTS), AND ALL RELATED TRUST AGREEMENTS, INSURANCE CONTRACTS,
AND OTHER FUNDING ARRANGEMENTS THAT IMPLEMENT EACH BENEFIT PLAN AND BENEFIT
ARRANGEMENT;
(II)
EXCEPT AS SET FORTH ON SECTION 3.13(B)(II) OF THE DISCLOSURE
SCHEDULE, EACH BENEFIT PLAN AND BENEFIT ARRANGEMENT (AND EACH RELATED TRUST,
INSURANCE CONTRACT OR FUND) HAS BEEN MAINTAINED, FUNDED AND ADMINISTERED IN ALL
MATERIAL RESPECTS IN ACCORDANCE WITH ITS TERMS AND
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COMPLIES IN FORM AND IN OPERATION WITH ALL APPLICABLE REQUIREMENTS OF ERISA, THE
CODE AND OTHER APPLICABLE LAWS.
(III)
EACH QUALIFIED PLAN IDENTIFIED IN SCHEDULE 3.13(A) HAS RECEIVED A
DETERMINATION OR OPINION LETTER FROM THE IRS THAT SUCH QUALIFIED PLAN IS SO
QUALIFIED, AND, TO THE COMPANY'S KNOWLEDGE, NOTHING HAS OCCURRED SINCE THE DATE
OF SUCH DETERMINATION THAT COULD ADVERSELY AFFECT THE QUALIFICATION OF SUCH
QUALIFIED PLAN OR CAUSE THE IMPOSITION OF ANY LIABILITY, LIEN, PENALTY OR TAX
UNDER ERISA OR THE CODE.
(IV)
THE COMPANY HAS NO MATERIAL LIABILITY WITH RESPECT TO ANY BENEFIT
PLAN OTHER THAN THE BENEFIT PLANS DISCLOSED ON SCHEDULE 3.13(A);
(V)
THERE ARE NO PENDING, OR TO THE COMPANY'S KNOWLEDGE THREATENED,
CLAIMS (OTHER THAN ROUTINE BENEFIT CLAIMS) OR LAWSUITS THAT HAVE BEEN ASSERTED
OR INSTITUTED BY, AGAINST, OR RELATING TO, ANY BENEFIT PLANS OR BENEFIT
ARRANGEMENTS.
NO BENEFIT PLANS OR BENEFIT ARRANGEMENTS ARE OR HAVE BEEN UNDER
AUDIT OR EXAMINATION (NOR HAS NOTICE BEEN RECEIVED OF A POTENTIAL AUDIT OR
EXAMINATION) BY ANY DOMESTIC OR FOREIGN GOVERNMENTAL AGENCY OR ENTITY (INCLUDING
THE IRS AND DEPARTMENT OF LABOR); AND NO MATTERS ARE PENDING UNDER THE IRS'S
EMPLOYEE PLANS COMPLIANCE RESOLUTIONS SYSTEM OR ANY SUCCESSOR OR PREDECESSOR
PROGRAM;
(VI)
THE COMPANY HAS PAID ALL AMOUNTS THEY ARE REQUIRED TO PAY AS
CONTRIBUTIONS TO THE BENEFIT PLANS; ALL BENEFITS ACCRUED UNDER ANY UNFUNDED
BENEFIT PLAN OR BENEFIT ARRANGEMENT WILL HAVE BEEN PAID, ACCRUED, OR OTHERWISE
ADEQUATELY RESERVED IN ACCORDANCE WITH US GAAP AS OF THE BALANCE SHEET DATE; ALL
MONIES WITHHELD FROM EMPLOYEE PAYCHECKS FOR BENEFIT PLANS HAVE BEEN TRANSFERRED
TO THE RELEVANT PLAN WITHIN THE TIME PERIOD PRESCRIBED UNDER APPLICABLE LAW;
(VII)
ALL GROUP HEALTH PLANS OF THE COMPANY MATERIALLY COMPLY WITH THE
REQUIREMENTS OF PART 6 OF TITLE I OF ERISA ("COBRA"), CODE SECTION 5000, THE
HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT, AND ANY OTHER COMPARABLE
DOMESTIC OR FOREIGN LAWS; THE COMPANY HAS NO LIABILITY UNDER OR WITH RESPECT TO
COBRA FOR ITS OWN ACTIONS OR OMISSIONS OR THOSE OF ANY PREDECESSOR; NO EMPLOYEE
OR FORMER EMPLOYEE (OR BENEFICIARY OF EITHER) OF THE COMPANY IS ENTITLED TO
RECEIVE ANY BENEFITS, INCLUDING, WITHOUT