CLAUSE (I) AS A RESULT OF BEING OR CEASING TO BE A MEMBER
OF AN AFFILIATED, CONSOLIDATED, COMBINED OR UNITARY GROUP FOR ANY PERIOD
(INCLUDING, WITHOUT LIMITATION, ANY LIABILITY UNDER TREAS. REG. SECTION 1.1502-6
OR ANY COMPARABLE PROVISION OF APPLICABLE LAW); AND (III) ANY LIABILITY FOR THE
PAYMENT OF ANY AMOUNTS OF THE TYPE DESCRIBED IN CLAUSE (I) OR (II) AS A RESULT
OF ANY EXPRESS OR IMPLIED OBLIGATION TO INDEMNIFY ANY OTHER PERSON OR AS A
RESULT OF ANY OBLIGATIONS UNDER ANY AGREEMENTS OR ARRANGEMENTS WITH ANY OTHER
PERSON WITH RESPECT TO SUCH AMOUNTS AND INCLUDING ANY LIABILITY FOR TAXES OF A
PREDECESSOR ENTITY.
(L)
"TAX RETURN" SHALL MEAN ANY REPORT,
RETURN (INCLUDING ANY INFORMATION RETURN), STATEMENT OR OTHER DOCUMENT WITH
RESPECT TO TAXES INCLUDING, WITHOUT LIMITATION, ANY AMENDMENTS THERETO.
SECTION 3.14
EMPLOYEE BENEFIT PLANS; ERISA; EMPLOYEES
(A)
WITH THE EXCEPTION OF THE DEFINITION OF
"AFFILIATE" SET FORTH IN SECTION 3.14(A)(I) BELOW (WHICH DEFINITION SHALL APPLY
ONLY TO THIS SECTION 3.14) FOR PURPOSES OF THIS AGREEMENT, THE FOLLOWING TERMS
SHALL HAVE THE MEANINGS SET FORTH BELOW:
(I)
"AFFILIATE" SHALL MEAN ANY OTHER PERSON
OR ENTITY UNDER COMMON CONTROL WITH THE SELLER WITHIN THE MEANING OF
SECTION 414(B), (C), (M) OR (O) OF THE CODE AND THE REGULATIONS ISSUED
THEREUNDER;
(II)
"COBRA" SHALL MEAN THE CONSOLIDATED
OMNIBUS BUDGET RECONCILIATION ACT OF 1985, AS AMENDED;
(III)
"CODE" SHALL MEAN THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED;
(IV)
"EMPLOYEE" SHALL MEAN ANY CURRENT OR FORMER OR
RETIRED EMPLOYEE, CONSULTANT OR DIRECTOR OF THE SELLER OR ANY AFFILIATE;
(V)
"EMPLOYMENT AGREEMENT" SHALL MEAN EACH
MANAGEMENT, EMPLOYMENT, SEVERANCE, CONSULTING, RELOCATION, REPATRIATION,
EXPATRIATION, VISAS, WORK PERMIT OR OTHER AGREEMENT, CONTRACT OR UNDERSTANDING
BETWEEN THE SELLER GROUP AND ANY AFFECTED EMPLOYEE;
(VI)
"ERISA" SHALL MEAN THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED;
(VII)
"FMLA" SHALL MEAN THE FAMILY MEDICAL LEAVE ACT
OF 1993, AS AMENDED;
(VIII)
"INTERNATIONAL EMPLOYEE PLAN" SHALL MEAN EACH
SELLER EMPLOYEE PLAN THAT HAS BEEN ADOPTED OR MAINTAINED BY THE SELLER OR ANY
AFFILIATE, WHETHER INFORMALLY OR FORMALLY, OR WITH RESPECT TO WHICH THE SELLER
OR ANY AFFILIATE WILL OR MAY HAVE ANY LIABILITY, FOR THE BENEFIT OF EMPLOYEES
WHO PERFORM SERVICES OUTSIDE THE UNITED STATES;
(IX)
"IRS" SHALL MEAN THE INTERNAL REVENUE
SERVICE;
(X)
"PENSION PLAN" SHALL MEAN EACH SELLER
EMPLOYEE PLAN WHICH IS AN "EMPLOYEE PENSION BENEFIT PLAN," WITHIN THE MEANING OF
SECTION 3(2) OF ERISA;
22
(XI)
"QUALIFIED BENEFICIARY" SHALL MEAN AN
INDIVIDUAL THAT IS IDENTIFIED IN SECTION 4980B(G)(1) OF THE CODE; AND
(XII)
"SELLER EMPLOYEE PLAN" SHALL MEAN ANY PLAN,
PROGRAM, POLICY, PRACTICE, CONTRACT, AGREEMENT OR OTHER ARRANGEMENT PROVIDING
FOR COMPENSATION, SEVERANCE, TERMINATION PAY, DEFERRED COMPENSATION, PERFORMANCE
AWARDS, STOCK OR STOCK-RELATED AWARDS, FRINGE BENEFITS OR OTHER EMPLOYEE
BENEFITS OR REMUNERATION OF ANY KIND, WHETHER WRITTEN OR UNWRITTEN OR OTHERWISE,
FUNDED OR UNFUNDED, INCLUDING WITHOUT LIMITATION, EACH "EMPLOYEE BENEFIT PLAN,"
WITHIN THE MEANING OF SECTION 3(3) OF ERISA WHICH IS OR HAS BEEN MAINTAINED,
CONTRIBUTED TO, OR REQUIRED TO BE CONTRIBUTED TO, BY THE SELLER