OR (II) A "VOLUNTARY EMPLOYEES' BENEFICIARY
ASSOCIATION" (WITHIN THE MEANING OF SECTION 501(C)(9) OF THE CODE) OR OTHER
FUNDING ARRANGEMENT FOR THE PROVISION OF WELFARE BENEFITS (TO THE EXTENT ANY
WELFARE PLAN IS LISTED IN SECTION 2.14(C) OF THE SELLER DISCLOSURE SCHEDULE WITH
RESPECT TO THIS SENTENCE, SUCH DISCLOSURE SHALL INCLUDE THE AMOUNT OF ANY SUCH
FUNDING).
NEITHER THE COMPANY NOR ANY COMPANY SUBSIDIARY OR ERISA AFFILIATE IS
BOUND BY ANY COLLECTIVE BARGAINING AGREEMENT OR SIMILAR AGREEMENT TO MAINTAIN OR
CONTRIBUTE TO ANY EMPLOYEE PLAN.
(D)
EXCEPT AS WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, RESULT IN
ANY MATERIAL RESPECT IN A VIOLATION OF APPLICABLE LAW, EACH PENSION, RETIREMENT,
HEALTH, LIFE, DISABILITY, SEVERANCE AND OTHER WELFARE PLAN WHICH IS MAINTAINED
BY THE COMPANY OR ANY OF THE COMPANY SUBSIDIARIES AND WHICH IS EXEMPT FROM ERISA
BY REASON OF SECTION 4(B)(4) THEREOF (EACH, A "FOREIGN PLAN") IS, AND HAS BEEN,
ESTABLISHED, REGISTERED FOR TAX PURPOSES (WHERE REQUIRED) WITH THE APPLICABLE
GOVERNMENTAL AUTHORITY, QUALIFIED, ADMINISTERED AND FUNDED (WHERE REQUIRED) IN
COMPLIANCE WITH THE TERMS THEREOF AND ALL APPLICABLE LAWS.
WITH RESPECT TO EACH
FOREIGN PLAN, ALL REQUIRED FILINGS AND REPORTS HAVE BEEN MADE, IN ALL MATERIAL
RESPECTS, IN A TIMELY AND COMPLETE MANNER WITH ALL GOVERNMENTAL AUTHORITIES.
ALL OBLIGATIONS OF THE COMPANY OR ANY COMPANY SUBSIDIARY TO OR UNDER THE FOREIGN
PLANS (WHETHER PURSUANT TO THE TERMS THEREOF OR ANY APPLICABLE LAWS) HAVE BEEN,
TO THE EXTENT REQUIRED UNDER APPLICABLE LAW OR THE TERMS OF SUCH FOREIGN PLANS,
SATISFIED IN ALL MATERIAL RESPECTS, AND THERE ARE NO OUTSTANDING MATERIAL
DEFAULTS OR MATERIAL VIOLATIONS THEREUNDER BY THE COMPANY OR ANY COMPANY
SUBSIDIARY.
FULL PAYMENT HAS BEEN MADE, IN ALL MATERIAL RESPECTS, IN A TIMELY
MANNER OF ALL AMOUNTS WHICH ARE REQUIRED TO BE MADE AS CONTRIBUTIONS, PAYMENTS
OR PREMIUMS TO OR IN RESPECT OF ANY FOREIGN PLAN UNDER APPLICABLE LAW OR UNDER
THE APPLICABLE FOREIGN PLAN OR ANY AGREEMENT RELATING TO A FOREIGN PLAN, AND NO
MATERIAL EXCISE TAXES, PENALTIES OR PUNITIVE FEES ARE OWING OR ASSESSABLE UNDER
ANY SUCH FOREIGN PLAN.
TO THE KNOWLEDGE OF THE SELLERS, NO EVENT HAS OCCURRED
WITH RESPECT TO ANY FOREIGN PLAN REGISTERED WITH AN APPLICABLE TAX AUTHORITY
WHICH WOULD REASONABLY BE EXPECTED TO RESULT IN THE REVOCATION OF SUCH
REGISTRATION OF SUCH FOREIGN PLAN, OR WHICH WOULD ENTITLE ANY GOVERNMENTAL
AUTHORITY (WITHOUT THE CONSENT OF THE SPONSOR OF SUCH FOREIGN PLAN) TO WIND UP
OR TERMINATE ANY SUCH FOREIGN PLAN, IN WHOLE OR IN PART, OR COULD OTHERWISE
REASONABLY BE EXPECTED TO HAVE AN ADVERSE EFFECT ON THE TAX STATUS OF ANY SUCH
FOREIGN PLAN.
NO CONTRIBUTION HOLIDAYS HAVE BEEN TAKEN UNDER ANY OF THE FOREIGN
PLANS, AND THERE HAVE BEEN NO WITHDRAWALS OF ASSETS OR TRANSFERS OF ASSETS FROM
ANY FOREIGN PLAN, EXCEPT IN ACCORDANCE WITH APPLICABLE LAWS.
(E)
NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT NOR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY WILL REASONABLY BE EXPECTED
TO: (I) ENTITLE ANY EMPLOYEE, CONSULTANT, DIRECTOR, OFFICER, LIMITED LIABILITY
COMPANY MANAGER OR MANAGING DIRECTOR (OR