BENEFIT PLAN AS TO ITS QUALIFIED STATUS UNDER THE CODE OR
HAS A PERIOD OF TIME REMAINING UNDER APPLICABLE TREASURY REGULATIONS OR IRS
PRONOUNCEMENTS IN WHICH TO APPLY FOR AND OBTAIN SUCH A LETTER.
(E)
THERE ARE NO ACTIONS, SUITS OR CLAIMS PENDING, OR, TO THE
KNOWLEDGE OF THE COMPANY, THREATENED OR ANTICIPATED (OTHER THAN ROUTINE CLAIMS
FOR BENEFITS) AGAINST ANY BENEFIT PLAN OR AGAINST THE ASSETS OF ANY BENEFIT PLAN
TO THE EXTENT THERE IS ANY LIABILITY TO THE COMPANY.
(F)
THE COMPANY MAY TERMINATE OR DISCONTINUE ITS PARTICIPATION IN
EACH BENEFIT PLAN IN ACCORDANCE WITH ITS TERMS, WITHOUT LIABILITY TO THE COMPANY
OR PURCHASER (OTHER THAN ORDINARY ADMINISTRATION EXPENSES AND CONTRIBUTIONS OWED
BY THE COMPANY TYPICALLY INCURRED IN A TERMINATION EVENT).
(G)
SELLER, THE COMPANY AND EACH ERISA AFFILIATE HAVE COMPLIED WITH
THE HEALTH CARE CONTINUATION REQUIREMENTS OF SECTION 4980B OF THE CODE OR PART 6
OF SUBTITLE B OF TITLE I OF ERISA ("COBRA").
2.15
BANK ACCOUNTS; POWERS OF ATTORNEY. THE DISCLOSURE SCHEDULE SETS
FORTH:
(I) THE NAMES OF ALL FINANCIAL INSTITUTIONS, INVESTMENT BANKING AND
BROKERAGE HOUSES, AND OTHER SIMILAR INSTITUTIONS AT WHICH THE COMPANY MAINTAINS
ACCOUNTS, DEPOSITS, SAFE DEPOSIT BOXES OF ANY NATURE, AND THE NAMES OF ALL
PERSONS AUTHORIZED TO DRAW THEREON OR MAKE WITHDRAWALS THEREFROM AND A
DESCRIPTION OF SUCH ACCOUNTS; AND (II) THE NAMES OF ALL PERSONS OR ENTITIES
HOLDING GENERAL OR SPECIAL POWERS OF ATTORNEY FROM THE COMPANY AND COPIES
THEREOF.
2.16
CONTRACTS AND COMMITMENTS; NO DEFAULT.
(A)
EXCEPT AS SET FORTH ON THE DISCLOSURE SCHEDULE, THE COMPANY:
(I)
DOES NOT HAVE ANY WRITTEN OR ORAL CONTRACT, COMMITMENT, AGREEMENT
OR ARRANGEMENT WITH ANY PERSON WHICH (1) REQUIRES PAYMENTS INDIVIDUALLY IN
EXCESS OF $50,000 ANNUALLY OR IN EXCESS OF $75,000 OVER ITS TERM (INCLUDING
WITHOUT LIMITATION PERIODS COVERED BY ANY OPTION TO EXTEND OR RENEW BY EITHER
PARTY) AND (2) IS NOT TERMINABLE ON THIRTY (30) DAYS' OR LESS NOTICE WITHOUT
COST OR OTHER LIABILITY;
(II)
DOES NOT PAY ANY PERSON OR ENTITY CASH REMUNERATION AT THE ANNUAL
RATE (INCLUDING WITHOUT LIMITATION GUARANTEED BONUSES) OF MORE THAN $75,000 FOR
SERVICES RENDERED AS A CONSULTANT;
(III)
IS NOT RESTRICTED BY AGREEMENT FROM CARRYING ON ITS BUSINESS OR
ANY PART THEREOF IN ANY GEOGRAPHICAL AREA OR FROM COMPETING IN ANY LINE OF
BUSINESS WITH ANY PERSON OR ENTITY;
9
(IV)
IS NOT SUBJECT TO ANY OBLIGATION OR REQUIREMENT TO PROVIDE FUNDS
TO OR MAKE ANY INVESTMENT (IN THE FORM OF A LOAN, CAPITAL CONTRIBUTION OR
OTHERWISE) IN ANY PERSON OR ENTITY;
(V)
IS NOT PARTY TO ANY AGREEMENT, CONTRACT, COMMITMENT OR LOAN
REQUIRING PAYMENTS IN EXCESS OF $750,000 OVER ITS TERM AND NOT TERMINABLE BY THE
COMPANY ON THIRTY (30) DAYS' OR LESS NOTICE WITHOUT COST OR LIABILITY TO WHICH
ANY OF ITS DIRECTORS, OFFICERS OR THE SELLER OR ANY "AFFILIATE" OR "ASSOCIATE"
(AS DEFINED IN RULE 405 AS PROMULGATED UNDER THE SECURITIES ACT OF 1933) THEREOF
IS A PARTY;
(VI)
IS NOT SUBJECT TO ANY CONTRACT, COMMITMENT, AGREEMENT OR
ARRANGEMENT WITH ANY "DISQUALIFIED