BEEN OBLIGATED TO CONTRIBUTE TO, A DEFINED BENEFIT PLAN OR
(II) CONTRIBUTED TO, OR BEEN OBLIGATED TO CONTRIBUTE TO, A MULTIEMPLOYER PLAN.
SINCE APRIL 7, 2003 (AND TO THE KNOWLEDGE OF SELLER, PRIOR TO SUCH DATE) NO
CIRCUMSTANCES HAVE OCCURRED AND ARE CONTINUING THAT COULD REASONABLY BE EXPECTED
TO RESULT IN, ANY "CONTROLLED GROUP LIABILITY" FOR GISH FOLLOWING THE CLOSING.
FOR PURPOSES HEREOF, CONTROLLED GROUP LIABILITY" MEANS (I) ANY AND ALL
LIABILITIES UNDER TITLE IV OF ERISA, (II) UNDER THE MINIMUM FUNDING REQUIREMENT
OF SECTION 302 OF ERISA OR SECTION 412 OF THE CODE, (III) UNDER SECTION 4971 OF
THE CODE AND (IV) AS A RESULT OF FAILURE TO COMPLY WITH THE CONTINUATION
COVERAGE REQUIREMENTS OF SECTION 601 ET SEQ. OF ERISA AND 4980B OF THE CODE.
GISH DOES NOT MAINTAIN OR CONTRIBUTE TO ANY WELFARE BENEFIT PLAN THAT PROVIDES
HEALTH BENEFITS TO AN EMPLOYEE AFTER THE EMPLOYEE'S TERMINATION OF EMPLOYMENT OR
RETIREMENT EXCEPT AS REQUIRED UNDER SECTION 4980B OF THE CODE AND SECTIONS 601
THROUGH 608 OF ERISA ("COBRA") OR OTHER APPLICABLE LEGAL REQUIREMENTS. ALL
EXPENSES AND LIABILITIES RELATING TO ALL OF THE EMPLOYEE PLANS DESCRIBED IN
PART 3.12 OF THE DISCLOSURE SCHEDULE HAVE BEEN, AND WILL ON THE CLOSING BE,
FULLY AND PROPERLY ACCRUED ON GISH'S BOOKS AND RECORDS AND ARE DISCLOSED ON THE
BALANCE SHEET AND SUCH EMPLOYEE PLANS HAVE NO UNFUNDED LIABILITIES NOT REFLECTED
ON THE BALANCE SHEET.
(D)
EACH EMPLOYEE PLAN HAS BEEN OPERATED IN ALL MATERIAL RESPECTS IN
ACCORDANCE WITH ITS TERMS AND THE REQUIREMENTS OF ALL APPLICABLE LAW.
EACH
EMPLOYEE PLAN THAT IS INTENDED TO BE A QUALIFIED PLAN UNDER SECTION 401(A) OF
THE CODE HAS RECEIVED A FAVORABLE DETERMINATION LETTER THAT HAS NOT BEEN
REVOKED, AND SELLER KNOWS OF NO EXISTING CIRCUMSTANCES THAT COULD ADVERSELY
AFFECT THE QUALIFIED STATES OF ANY EMPLOYEE PLAN OR THE RELATED TRUST.
(E)
EACH INDEPENDENT CONTRACTOR THAT CURRENTLY PERFORMS OR HAS IN THE
PAST PERFORMED SERVICES FOR GISH IS SUBJECT TO WRITTEN AGREEMENTS WITH GISH,
COPIES OF WHICH HAVE BEEN PROVIDED TO COUNSEL FOR BUYER.
ALL SUCH INDEPENDENT
CONTRACTORS HAVE BEEN FULLY PAID ALL AMOUNTS OWING TO THEM BY GISH THROUGH THE
DATE HEREOF, AND THERE ARE NO DISPUTES OR CONTROVERSIES BETWEEN ANY SUCH
INDEPENDENT CONTRACTOR AND GISH WHATSOEVER, INCLUDING WITHOUT LIMITATION,
DISPUTES REGARDING AMOUNTS OWNED OR OWNERSHIP OF GISH INTELLECTUAL PROPERTY.
ALL
25
SUCH WRITTEN AGREEMENTS ARE IN FULL FORCE AND EFFECT, AND NEITHER GISH NOR ANY
SUCH INDEPENDENT CONTRACTOR IS IN BREACH THEREOF.
(F)
THERE IS NO AGREEMENT, PLAN, ARRANGEMENT OR OTHER CONTRACT
COVERING ANY EMPLOYEE THAT, CONSIDERED INDIVIDUALLY OR CONSIDERED COLLECTIVELY
WITH ANY OTHER SUCH AGREEMENTS, PLANS, ARRANGEMENTS OR OTHER CONTRACTS, WILL, OR
COULD REASONABLY BE EXPECTED TO, GIVE RISE DIRECTLY OR INDIRECTLY TO THE PAYMENT
OF ANY AMOUNT THAT WOULD BE CHARACTERIZED AS A "PARACHUTE PAYMENT" WITHIN THE
MEANING OF SECTION 280G(B)(1) OF THE CODE.
THERE IS NO AGREEMENT, PLAN,
ARRANGEMENT OR OTHER CONTRACT BY WHICH GISH IS BOUND TO COMPENSATE ANY EMPLOYEE
FOR EXCISE TAXES PAID PURSUANT TO SECTION 4999 OF