AS DISCLOSED IN WRITING TO BUYER, OR PURSUANT TO
THIS AGREEMENT OR TO COMPLETE SELLER'S LIQUIDATION.
SELLER DOES NOT HAVE ANY
PRESENT INTENTION TO ENTER INTO ANY NEW EMPLOYEE CONTRACT OR MODIFY OR AMEND ANY
EXISTING EMPLOYEE CONTRACT, AND SELLER WILL NOT ENTER INTO, MODIFY, OR AMEND ANY
EMPLOYEE CONTRACT, EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW, IN EACH CASE AS
DISCLOSED IN WRITING TO BUYER AND EXCEPT FOR THE TERMINATION OF EMPLOYMENT OF
SELLER EMPLOYEES IN CONNECTION WITH THE CLOSING OR THE SELLER LIQUIDATION.
(C)
EMPLOYEE PLAN DOCUMENTATION.
SELLER HAS
PROVIDED TO BUYER CORRECT AND COMPLETE COPIES OF (I) ALL DOCUMENTS EMBODYING ANY
EMPLOYEE PLAN AND EACH EMPLOYEE CONTRACT, INCLUDING (WITHOUT LIMITATION) ALL
AMENDMENTS THERETO AND ALL RELATED TRUST DOCUMENTS, ADMINISTRATIVE SERVICE
AGREEMENTS, GROUP ANNUITY CONTRACTS, GROUP INSURANCE CONTRACTS, AND POLICIES
PERTAINING TO FIDUCIARY LIABILITY INSURANCE COVERING THE FIDUCIARIES FOR EACH
SUCH EMPLOYEE PLAN; (II) THE MOST RECENT ANNUAL ACTUARIAL VALUATIONS, IF ANY,
PREPARED FOR EACH EMPLOYEE PLAN; (III) IF APPLICABLE, THE THREE (3) MOST RECENT
ANNUAL REPORTS (FORM SERIES 5500 AND ALL SCHEDULES AND FINANCIAL STATEMENTS
ATTACHED THERETO) REQUIRED UNDER ERISA OR THE CODE IN CONNECTION WITH EACH
EMPLOYEE PLAN; (IV) IF THE EMPLOYEE PLAN IS FUNDED, THE MOST RECENT ANNUAL AND
PERIODIC ACCOUNTING OF EMPLOYEE PLAN
38
ASSETS; (V) THE MOST RECENT SUMMARY PLAN DESCRIPTION TOGETHER WITH THE
SUMMARY(IES) OF MATERIAL MODIFICATIONS THERETO, IF ANY REQUIRED UNDER ERISA WITH
RESPECT TO EACH EMPLOYEE PLAN; (VI) IF APPLICABLE, ALL IRS DETERMINATION,
OPINION, NOTIFICATION, AND ADVISORY LETTERS AND ALL APPLICATIONS AND
CORRESPONDENCE TO OR FROM THE IRS OR THE DEPARTMENT OF LABOR WITH RESPECT TO ANY
SUCH APPLICATION OR LETTER; (VII) ALL COMMUNICATIONS MATERIAL TO ANY EMPLOYEE OR
EMPLOYEES RELATING TO ANY EMPLOYEE PLAN AND ANY PROPOSED EMPLOYEE PLANS, IN EACH
CASE, RELATING TO ANY AMENDMENTS, TERMINATIONS, ESTABLISHMENTS, INCREASES OR
DECREASES IN BENEFITS, ACCELERATION OF PAYMENTS OR VESTING SCHEDULES OR OTHER
EVENTS WHICH COULD RESULT IN ANY LIABILITY TO SELLER OR OTHERWISE AFFECT THE
TERMS AND CONDITIONS OF ANY EMPLOYMENT OFFER BUYER MAY MAKE TO ANY EMPLOYEE;
(VIII) ALL CORRESPONDENCE TO OR FROM ANY GOVERNMENTAL ENTITY RELATING TO ANY
EMPLOYEE PLAN; (IX) MODEL COBRA FORMS AND RELATED NOTICES (OR SUCH FORMS AND
NOTICES AS REQUIRED UNDER COMPARABLE LAW); (X) IF APPLICABLE, THE THREE (3) MOST
RECENT PLAN YEARS DISCRIMINATION TESTS FOR EACH EMPLOYEE PLAN; AND (XI) ALL
REGISTRATION STATEMENTS, ANNUAL REPORTS (FORM 11-K AND ALL ATTACHMENTS THERETO)
AND PROSPECTUSES PREPARED IN CONNECTION WITH EACH EMPLOYEE PLAN.
(D)
EMPLOYEE PLAN COMPLIANCE.
SELLER AND EACH
ERISA AFFILIATE HAS PERFORMED IN ALL MATERIAL RESPECTS ALL OBLIGATIONS REQUIRED
TO BE PERFORMED BY IT UNDER, IS NOT IN DEFAULT OR VIOLATION OF, AND HAS NO
KNOWLEDGE OF ANY DEFAULT OR VIOLATION BY ANY OTHER PARTY TO ANY EMPLOYEE PLAN,
AND EACH EMPLOYEE PLAN HAS BEEN ESTABLISHED AND MAINTAINED IN ACCORDANCE WITH
ITS TERMS AND IN COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING BUT NOT LIMITED
TO ERISA AND THE CODE.
EACH EMPLOYEE PLAN INTENDED TO QUALIFY UNDER
SECTION 401(A) OF THE CODE AND