BY ANY SELLER OR ANY OTHER PERSON).
(B)
EACH SELLER HAS DELIVERED OR MADE AVAILABLE
TO PURCHASER TRUE AND COMPLETE COPIES OF ALL ENVIRONMENTAL INVESTIGATIONS,
STUDIES, AUDITS, TESTS, REVIEWS OR OTHER ANALYSES COMMENCED OR CONDUCTED BY OR
ON BEHALF OF SUCH SELLER (OR BY A THIRD PARTY OF WHICH SUCH SELLER HAS
KNOWLEDGE) IN RELATION TO THE CURRENT OR PRIOR BUSINESS OF SUCH SELLER OR ANY
LEADER PROPERTY.
(C)
FOR PURPOSES OF THIS SECTION 5.1.16, THE
TERM "SELLER" (INCLUDING THE USE OF SUCH TERM IN THE TERM "LEADER PROPERTY")
WILL INCLUDE ANY ENTITY WHICH IS, IN WHOLE OR IN PART, A PREDECESSOR OF SELLER.
5.1.17.
PLANS AND MATERIAL DOCUMENTS.
(A)
SCHEDULE
5.1.17(A) SETS FORTH A LIST OF ALL BENEFIT PLANS WITH RESPECT TO WHICH ANY
SELLER OR ANY ERISA AFFILIATE OF ANY SELLER HAS OR HAS HAD PRIOR TO THE DATE
HEREOF ANY OBLIGATION OR LIABILITY OR WHICH ARE OR WERE PRIOR TO THE DATE HEREOF
MAINTAINED, CONTRIBUTED TO OR SPONSORED BY ANY SELLER OR ANY ERISA AFFILIATE OF
ANY SELLER FOR THE BENEFIT OF ANY CURRENT OR FORMER EMPLOYEE, OFFICER OR
DIRECTOR OF ANY SELLER OR ANY ERISA AFFILIATE OF ANY SELLER ("EMPLOYEE BENEFIT
PLANS").
NO SELLER HAS AN EXPRESS OR IMPLIED COMMITMENT TO CREATE, INCUR
LIABILITY WITH RESPECT TO OR CAUSE TO EXIST ANY EMPLOYEE BENEFIT PLAN OR TO
MODIFY ANY EMPLOYEE BENEFIT PLAN, OTHER THAN AS REQUIRED BY LAW.
(B)
NO EMPLOYEE BENEFIT PLAN IS A PLAN THAT IS
OR HAS EVER BEEN SUBJECT TO TITLE IV OF ERISA, SECTION 302 OF ERISA OR
SECTION 412 OF THE CODE.
NO EMPLOYEE
24
BENEFIT PLAN IS A "MULTIEMPLOYER PLAN" AS DEFINED IN SECTION 3(37) OF ERISA.
NO
SELLER, ERISA AFFILIATE OF ANY SELLER OR PERSON THAT WAS EVER AN ERISA AFFILIATE
OF ANY SELLER OR ANY ERISA AFFILIATE OF SELLER IN THE PRECEDING SEVEN YEARS HAS
EVER, HAS OR COULD HAVE ANY LIABILITY WITH RESPECT TO A MULTIEMPLOYER PLAN OR
ANY PLAN SUBJECT TO TITLE IV OF ERISA.
EXCEPT AS DISCLOSED IN SCHEDULE
5.1.17(B), NONE OF THE EMPLOYEE BENEFIT PLANS PROVIDES FOR THE PAYMENT OF
SEPARATION, SEVERANCE, TERMINATION OR SIMILAR-TYPE BENEFITS TO ANY PERSON OR
PROVIDES FOR OR, EXCEPT TO THE EXTENT REQUIRED BY LAW, PROMISES RETIREE MEDICAL
OR LIFE INSURANCE BENEFITS TO ANY CURRENT OR FORMER EMPLOYEE, OFFICER OR
DIRECTOR OF ANY SELLER OR ANY ERISA AFFILIATE OF SELLER.
(C)
EXCEPT AS DISCLOSED IN SCHEDULE 5.1.17(C),
EACH EMPLOYEE BENEFIT PLAN IS IN COMPLIANCE WITH, AND HAS BEEN OPERATED IN
ACCORDANCE WITH, ITS TERMS AND THE REQUIREMENTS OF ALL APPLICABLE LAW, AND EACH
SELLER AND THE ERISA AFFILIATES OF SELLER HAVE SATISFIED ALL OF THEIR STATUTORY,
REGULATORY AND CONTRACTUAL OBLIGATIONS WITH RESPECT TO EACH SUCH EMPLOYEE
BENEFIT PLAN, INCLUDING THE CONSOLIDATED OMNIBUS BUDGET RECONCILIATION ACT OF
1985, AS AMENDED ("COBRA").
NO LEGAL ACTION, SUIT, INVESTIGATION OR AUDIT,
(INCLUDING BY ANY GOVERNMENTAL AUTHORITY) OR CLAIM IS PENDING OR, TO THE
KNOWLEDGE OF ANY SELLER, THREATENED WITH RESPECT TO ANY EMPLOYEE BENEFIT PLAN
(OTHER THAN CLAIMS FOR BENEFITS IN