ERISA OR TITLE IV OF ERISA AND NONE OF THE
EMPLOYEE BENEFIT PLANS IS OR WAS A "MULTIPLE EMPLOYER PLAN" OR A "MULTI-EMPLOYER
PLAN" (AS DESCRIBED OR DEFINED IN ERISA OR THE CODE).
(H)
EXCEPT FOR COVERAGE REQUIRED UNDER CODE
SECTION 4980B, NO WRITTEN OR ORAL REPRESENTATIONS HAVE BEEN MADE BY, OR ON
BEHALF OF, THE COMPANY, THE SELLER OR ANY ERISA AFFILIATE TO ANY EMPLOYEE OR
OFFICER OR FORMER EMPLOYEE OR OFFICER OF THE COMPANY PROMISING OR GUARANTEEING
ANY COVERAGE UNDER ANY EMPLOYEE WELFARE BENEFIT PLAN (AS DEFINED IN ERISA
SECTION 3(1)) FOR ANY PERIOD OF TIME BEYOND THE END OF THE CURRENT PLAN YEAR.
(I)
OTHER THAN ROUTINE CLAIMS FOR BENEFITS, THERE
ARE NO MATERIAL ACTIONS, SUITS, CLAIMS, AUDITS OR INVESTIGATIONS PENDING FOR
WHICH THE COMPANY HAS RECEIVED WRITTEN NOTICE OR, TO THE KNOWLEDGE OF SELLER AND
THE COMPANY, THREATENED IN WRITING AGAINST, OR WITH RESPECT TO, ANY OF THE
EMPLOYEE BENEFIT PLANS OR THEIR ASSETS, TRUSTEES OR ADMINISTRATORS; AND ALL
CONTRIBUTIONS REQUIRED TO BE MADE TO THE EMPLOYEE BENEFIT PLANS HAVE BEEN MADE
TIMELY AND, IN ALL MATERIAL RESPECTS, IN ACCORDANCE WITH APPLICABLE LAWS.
(J)
PURCHASER DOES NOT, DIRECTLY OR INDIRECTLY,
ASSUME OR OTHERWISE TAKE ANY RESPONSIBILITY FOR CONTRIBUTIONS OR BENEFITS UNDER,
OR THE ADMINISTRATION, MAINTENANCE OR SPONSORSHIP OF, ANY OF THE EMPLOYEE
BENEFIT PLANS OF SELLER, AND PURCHASER SHALL HAVE NO LIABILITY THEREFORE.
SECTION 2.28
CERTAIN BUSINESS PRACTICES.
SINCE
APRIL 3, 2000, TO THE KNOWLEDGE OF SELLER, NEITHER THE COMPANY NOR ANY
DIRECTORS, OFFICERS, REPRESENTATIVES, AGENTS OR EMPLOYEES OF THE COMPANY (IN
THEIR CAPACITIES AS SUCH) HAS, DIRECTLY OR INDIRECTLY:
(A)
(I) USED ANY FUNDS
FOR UNLAWFUL CONTRIBUTIONS, GIFTS, ENTERTAINMENT OR OTHER UNLAWFUL PURPOSES
RELATING TO POLITICAL ACTIVITY, (II)
MADE ANY UNLAWFUL PAYMENT TO FOREIGN OR
DOMESTIC GOVERNMENT OFFICIALS OR EMPLOYEES OR TO FOREIGN OR DOMESTIC POLITICAL
PARTIES OR CAMPAIGNS OR VIOLATED ANY PROVISION OF THE FOREIGN CORRUPT PRACTICES
ACT OF 1977, AS AMENDED AND INCLUDING ANY CORRESPONDING PROVISIONS OF SUCCEEDING
LAW, AND THE REGULATIONS PROMULGATED THEREUNDER (THE "FCPA"), OR (III) MADE ANY
OTHER UNLAWFUL PAYMENT; (B) MADE OR RECEIVED ANY CONTRIBUTION, GIFT, BRIBE,
REBATE, PAYOFF, INFLUENCE PAYMENT, KICKBACK OR OTHER PAYMENT TO OR FROM ANY
PERSON, PRIVATE OR PUBLIC, REGARDLESS OF THE FORM, WHETHER IN MONEY, PROPERTY OR
SERVICES (I) TO OBTAIN FAVORABLE TREATMENT IN SECURING BUSINESS, (II) TO PAY FOR
FAVORABLE TREATMENT FOR BUSINESS SECURED, (III) TO OBTAIN SPECIAL CONCESSIONS OR
FOR SPECIAL CONCESSIONS ALREADY OBTAINED, FOR OR IN RESPECT OF THE COMPANY, OR
(IV) IN VIOLATION OF ANY APPLICABLE LAWS; OR (C) ESTABLISHED OR MAINTAINED ANY
FUND OR ASSET THAT HAS NOT BEEN RECORDED IN THE BOOKS AND RECORDS OF THE
COMPANY.
SECTION 2.29
CUSTOMERS AND SUPPLIERS.
EXCEPT AS SET
FORTH ON SCHEDULE 2.29, NO CUSTOMER OF THE COMPANY THAT ACCOUNTED FOR MORE THAN
FIVE PERCENT (5%) OF THE CONSOLIDATED REVENUES OR INCOME OF THE COMPANY DURING
BOTH THE LAST FULL FISCAL YEAR ENDING DECEMBER 31, 2004 AND THE INTERIM PERIOD
ENDING MAY 31, 2005 HAS ADVISED THE COMPANY IN WRITING THAT, WITH