OR OTHER PERSON, SEPARATELY IDENTIFIED AS TO PART-TIME OR FULL-TIME,
WHO IS CURRENTLY EMPLOYED IN THE BUSINESS BY SELLER, TOGETHER WITH EACH PERSON'S
JOB CLASSIFICATION, DATE OF HIRE, AND CURRENT RATE OF COMPENSATION (OR METHOD
FOR COMPUTING SAME).
ALL EMPLOYEES OF SELLER ARE "AT WILL" EMPLOYEES WHOSE
EMPLOYMENT MAY BE TERMINATED BY SELLER AT ANY TIME, WITH OR WITHOUT NOTICE OR
CAUSE.
(B)
SCHEDULE 6.15(B) HERETO LISTS ALL COMPENSATION AND BENEFIT PLANS,
CONTRACTS AND ARRANGEMENTS MAINTAINED, SPONSORED OR PARTICIPATED IN BY SELLER OR
ANY OF ITS AFFILIATES IN CONNECTION WITH THE BUSINESS AND IN EFFECT AS OF THE
DATE HEREOF INCLUDING, WITHOUT LIMITATION, ALL PENSION (INCLUDING ALL SUCH
EMPLOYEE PENSION BENEFIT PLANS AS DEFINED IN SECTION 3(2) OF ERISA),
PROFIT-SHARING, SAVINGS AND THRIFT, FRINGE BENEFIT, BONUS, INCENTIVE OR DEFERRED
COMPENSATION, SEVERANCE PAY AND MEDICAL AND LIFE INSURANCE PLANS AND EMPLOYEE
WELFARE PLANS AS DEFINED IN SECTION 3(1) OF ERISA THAT ARE SPONSORED BY SELLER
OR ANY OF ITS AFFILIATES AND IN WHICH ANY EMPLOYEES OF SELLER PARTICIPATE
(COLLECTIVELY, "EMPLOYEE BENEFIT PLANS").
(C)
AS TO EMPLOYEE BENEFIT PLANS SPONSORED BY SELLER OR ITS AFFILIATES
THAT ARE "EMPLOYEE PENSION BENEFIT PLANS" AS DEFINED IN SECTION 3(2) OF ERISA,
SUCH PLANS SPONSORED BY SELLER OR ITS AFFILIATES ARE TAX QUALIFIED UNDER SECTION
401(A) OF THE CODE, ARE NOT CURRENTLY UNDER EXAMINATION BY, NOR ARE ANY MATTERS
PENDING BEFORE, THE INTERNAL REVENUE SERVICE, THE EMPLOYEE BENEFITS SECURITY
ADMINISTRATION OR ANY QUASI-GOVERNMENT AGENCY, ARE NOT SUBJECT TO ANY CLAIM,
SUIT OR ARBITRATION (OTHER THAN ROUTINE CLAIMS FOR BENEFITS), ARE NOT SUBJECT TO
THE MINIMUM FUNDING STANDARDS OF CODE SECTION 412, ARE IN COMPLIANCE WITH AND
HAVE BEEN ADMINISTERED IN ACCORDANCE WITH THEIR TERMS AND IN COMPLIANCE WITH ALL
APPLICABLE REQUIREMENTS OF LAW, INCLUDING, BUT NOT LIMITED TO, THE CODE AND
ERISA, AND THERE HAVE BEEN NO PROHIBITED TRANSACTIONS AS DEFINED IN CODE SECTION
4975 OR ERISA SECTION 406 WITH RESPECT TO SUCH PLANS THAT COULD SUBJECT SELLER
OR ITS AFFILIATES TO A TAX OR PENALTY UNDER CODE SECTION 4975 OR ERISA SECTION
502(I).
(D)
NEITHER SELLER NOR ANY OF ITS AFFILIATES HAS INCURRED ANY LIABILITY
UNDER TITLE IV OF ERISA THAT HAS OR COULD, AFTER THE EFFECTIVE DATE, BECOME A
LIEN UPON ANY OF THE PURCHASED ASSETS PURSUANT TO ERISA SECTION 4068.
(E)
NEITHER SELLER NOR ANY OF ITS AFFILIATES IS OR HAS EVER BEEN
REQUIRED TO CONTRIBUTE TO ANY "MULTIEMPLOYER PLAN," AS SUCH TERM IS DEFINED IN
SECTION 4001(A)(3) OF ERISA, IN WHICH ANY EMPLOYEES OF SELLER IN CONNECTION WITH
THE BUSINESS PARTICIPATE.
(F)
EXCEPT AS SET FORTH IN SCHEDULE 6.15(F), NO EMPLOYEE BENEFIT PLAN
PROVIDES MEDICAL, SURGICAL, HOSPITALIZATION, DEATH OR SIMILAR BENEFITS (WHETHER
OR NOT INSURED) FOR EMPLOYEES FOR PERIOD EXTENDING BEYOND THEIR RETIREMENT OR
OTHER TERMINATION OF SERVICE, OTHER THAN (I) COVERAGE MANDATED BY APPLICABLE
LAW, OR (II) DEATH BENEFITS UNDER ANY PENSION PLAN.
(G)
FOR THE PURPOSES OF THIS SECTION 6.15, SELLER SHALL INCLUDE ALL
TRADES OR BUSINESS UNDER COMMON CONTROL WITH SELLER AS PROVIDED IN THE
REGULATIONS UNDER CODE SECTION