EXEMPT FROM ERISA BY
REASON OF SECTION 4(B)(4) OF ERISA); (II) "EMPLOYEE WELFARE BENEFIT PLAN," AS
DEFINED IN SECTION 3(1) OF ERISA (OTHER THAN ANY PLAN EXEMPT FROM ERISA BY
REASON OF SECTION 4(B)(4) OF ERISA) (EACH, A "WELFARE PLAN"); AND (III)
EMPLOYMENT, CONSULTING, SEVERANCE OR OTHER SIMILAR AGREEMENT, CONTRACT, PLAN OR
PROGRAM PROVIDING FOR PAYMENT IN LIEU OF CASH COMPENSATION, DEFERRED
COMPENSATION (THAT IS MATERIAL IN AMOUNT), PROFIT-SHARING BONUSES, STOCK
OPTIONS, STOCK APPRECIATION RIGHTS, STOCK PURCHASES OR OTHER FORMS OF INCENTIVE
COMPENSATION OR FOR POST-RETIREMENT INSURANCE, COMPENSATION OR BENEFITS, WHETHER
WRITTEN OR ORAL (EXCEPT THAT ANY REPRESENTATION AND WARRANTY UNDER THIS SECTION
2.14(A) AS TO ANY OF THE FOREGOING THAT IS ORAL SHALL BE SOLELY TO THE KNOWLEDGE
OF THE SELLERS), WHICH IS MAINTAINED OR CONTRIBUTED TO BY THE COMPANY OR ANY OF
THE COMPANY SUBSIDIARIES OR TO OR IN RESPECT OF WHICH THE COMPANY OR ANY OF THE
COMPANY SUBSIDIARIES HAS ANY OUTSTANDING LIABILITY OR OBLIGATION UNDER, AND
WHICH, IN EACH CASE, COVERS ANY CURRENT OR FORMER EMPLOYEE, DIRECTOR, OFFICER OR
CONSULTANT OF THE COMPANY OR ANY
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COMPANY SUBSIDIARY OR THEIR RESPECTIVE DEPENDENTS (EACH SUCH AGREEMENT,
CONTRACT, PLAN OR PROGRAM LISTED IN SECTION 2.14(A) OF THE SELLER DISCLOSURE
SCHEDULE, AN "EMPLOYEE PLAN").
THE SELLERS HAVE MADE AVAILABLE TO THE PURCHASER
COMPLETE AND ACCURATE (IN ALL MATERIAL RESPECTS) COPIES OF EACH EMPLOYEE PLAN
AND, WITH RESPECT TO EACH EMPLOYEE PLAN, COMPLETE AND ACCURATE (IN ALL MATERIAL
RESPECTS) COPIES OF (I) ANY ASSOCIATED TRUST, CUSTODIAL, INSURANCE OR SERVICE
AGREEMENTS, (II) ANY ANNUAL REPORT, ACTUARIAL REPORT OR DISCLOSURE MATERIALS
(INCLUDING SPECIFICALLY ANY SUMMARY PLAN DESCRIPTIONS) SUBMITTED TO ANY
GOVERNMENTAL AGENCY OR DISTRIBUTED TO PARTICIPANTS OR BENEFICIARIES THEREUNDER
AND (III) THE MOST RECENTLY RECEIVED IRS DETERMINATION LETTERS AND ANY
GOVERNMENTAL AUTHORITY OPINIONS, RULINGS, COMPLIANCE STATEMENTS, CLOSING
AGREEMENTS OR SIMILAR MATERIALS SPECIFIC TO SUCH EMPLOYEE PLAN.
EACH EMPLOYEE
PLAN IS AND HAS BEEN MAINTAINED AND OPERATED IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH ITS TERMS AND ALL PROVISIONS OF ERISA, THE CODE AND ANY OTHER LAWS
APPLICABLE THERETO.
(B)
EACH EMPLOYEE PLAN WHICH IS INTENDED TO BE "QUALIFIED" WITHIN THE
MEANING OF SECTION 401(A) OF THE CODE HAS BEEN DETERMINED BY THE IRS TO BE SO
QUALIFIED AND HAS RECEIVED A FAVORABLE DETERMINATION LETTER FROM THE IRS AS TO
SUCH QUALIFICATION (OR IS OTHERWISE ABLE TO RELY ON A PROTOTYPE PLAN SPONSOR'S
IRS OPINION LETTER) AND THE TRUST, IF ANY, FORMING A PART OF SUCH PLAN IS EXEMPT
FROM U.S. FEDERAL INCOME TAX UNDER SECTION 501(A) OF THE CODE.
TO THE KNOWLEDGE
OF THE SELLERS, NO EVENT HAS OCCURRED WHICH WOULD BE REASONABLY EXPECTED TO
CAUSE THE LOSS, REVOCATION OR DENIAL OF ANY SUCH FAVORABLE DETERMINATION LETTER
OR WHICH REQUIRES, OR WOULD BE REASONABLY BE EXPECTED TO REQUIRE, ACTION UNDER
THE COMPLIANCE RESOLUTION PROGRAMS OF THE IRS TO PRESERVE SUCH QUALIFICATION.
NO EMPLOYEE PLAN IS CURRENTLY SUBJECT TO ANY PROCEEDING BY THE IRS, THE
DEPARTMENT OF LABOR, THE PENSION BENEFIT GUARANTY CORPORATION (THE "PBGC") OR
ANY OTHER GOVERNMENTAL AUTHORITY OR SUBJECT