TRUST FUND MAINTAINED BY
THE CORPORATION OR ANY SUBSIDIARY IN CONNECTION WITH ANY SUCH ERISA PLAN AND
EACH OTHER PLAN PROVIDING COMPENSATION (OTHER THAN SALARIES OR WAGES),
BENEFITS
OR PERQUISITES TO ANY CLASS OF EMPLOYEES ENGAGED IN THE OPERATION OF THE
BUSINESS, FORMER EMPLOYEES OR DIRECTORS OF SELLER, INCLUDING WITHOUT LIMITATION
ANY INCENTIVE, BONUS, STOCK-OPTION, RESTRICTED-STOCK, VACATION-PAY AND SICK-PAY
PLAN (COLLECTIVELY, THE "COMPENSATION PLANS"); AND ANY "CAFETERIA PLAN" ("125
PLAN") GOVERNED BY CODE SECTION 125.
(B)
NONE OF THE ERISA PLANS IS A MULTI-EMPLOYER PLAN, AS DEFINED IN
ERISA SECTION 4001(A)(3), OR IS A DEFINED-BENEFIT PENSION PLAN SUBJECT TO TITLE
IV OF ERISA. SELLER IS NOT DELINQUENT IN ANY OBLIGATION TO MAKE CONTRIBUTIONS TO
ANY ERISA PLAN SUBJECT TO CODE SECTION 412 OR TITLE IV OF ERISA AND HAS NOT
TERMINATED OR WITHDRAWN FROM PARTICIPATION IN ANY SUCH ERISA PLAN.
(C)
SELLER DOES NOT MAINTAIN ANY GROUP LIFE INSURANCE OR
HEALTH-BENEFIT COVERAGE FOR FORMER EMPLOYEES OR DIRECTORS OF SELLER, OTHER THAN
GROUP LIFE INSURANCE OR HEALTH-BENEFIT COVERAGE MANDATED BY APPLICABLE LAW.
SELLER HAS TIMELY COMPLIED WITH ALL OF ITS "COBRA" OBLIGATIONS UNDER ERISA
SECTION 602, CODE SECTION 4980B AND APPLICABLE STATE INSURANCE LAWS, WITH
RESPECT TO ALL GROUP LIFE INSURANCE, HEALTH, AND BENEFIT CONTINUATION COVERAGE
TO BE PROVIDED BY THOSE OF ITS ERISA PLANS AND ANY 125 PLAN THAT PROVIDE SUCH
BENEFITS; SELLER REPRESENTS THAT IT IS NOT TERMINATING ANY OF SUCH COVERAGE IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY; AND SELLER WARRANTS THAT
IT WILL CONTINUE, AFTER THE EFFECTIVE DATE, TO COMPLY WITH SUCH OBLIGATIONS WITH
RESPECT TO ANY OF ITS EMPLOYEES, FORMER EMPLOYEES OR THEIR BENEFICIARIES WHO ARE
OR BECOME ENTITLED TO SUCH CONTINUATION COVERAGE, AND ARE NOT HIRED BY BUYER AS
OF THAT DATE OR THE FOLLOWING BUSINESS DAY, FOR AS LONG SELLER CONTINUES THE
WELFARE PLANS PROVIDING SUCH COVERAGE.
Buyer shall not become responsible for any obligation of Seller to provide any
"parachute payment," as defined in Section 280G of the Code, or provide any
severance, termination allowance or similar payments as a direct result of the
transactions contemplated hereby.
6.17
ENVIRONMENTAL MATTERS. SELLER IS, AND AT ALL TIMES HAS BEEN, IN
FULL COMPLIANCE WITH, AND HAS NOT BEEN IN VIOLATION OF OR LIABLE UNDER, ANY
ENVIRONMENTAL LAW (AS DEFINED BELOW) SUCH THAT NON-COMPLIANCE OR VIOLATION WOULD
REASONABLY BE EXPECTED TO HAVE A MATERIALLY ADVERSE EFFECT ON THE FACILITIES OR
THE BUSINESS. LESLEY HAS NO BASIS TO EXPECT, NOR HAVE ANY OF LESLEY OR SELLER
RECEIVED, ANY ACTUAL OR THREATENED ORDER, NOTICE OR OTHER COMMUNICATION FROM ANY
GOVERNMENTAL AGENCY, OFFICE OR BODY, OR ANY PRIVATE CITIZEN, ACTING IN THE
PUBLIC INTEREST, OR THE CURRENT OR PRIOR OWNER OR OPERATOR OF ANY BUILDING IN
WHICH SELLER CONDUCTS THE BUSINESS, OF ANY ACTUAL OR POTENTIAL VIOLATIONS OR
FAILURE TO COMPLY WITH ANY ENVIRONMENTAL LAW. FOR PURPOSES OF THIS AGREEMENT,
THE TERM "ENVIRONMENTAL LAW" MEANS ANY LEGAL REQUIREMENT THAT REQUIRES OR
RELATES TO: (A) ADVISING APPROPRIATE AUTHORITIES, EMPLOYEES AND/OR THE PUBLIC OF
INTENDED OR ACTUAL RELEASES OF POLLUTANTS OR