SAME INFORMATION AS TO PREDECESSOR
POLICIES FOR THE PREVIOUS FIVE YEARS. ALL PRESENT POLICIES ARE IN FULL FORCE AND
EFFECT AND ALL PREMIUMS THAT ARE DUE AS OF THE DATE HEREOF AND AS OF THE CLOSING
DATE WITH RESPECT THERETO HAVE BEEN PAID. THE COMPANY HAS NOT BEEN DENIED ANY
FORM OF INSURANCE IN THE 12 MONTH PERIOD PRIOR TO THE DATE HEREOF AND NO POLICY
OF INSURANCE HAS BEEN REVOKED OR RESCINDED DURING THE PAST THREE YEARS, EXCEPT
AS DESCRIBED ON THE DISCLOSURE SCHEDULE.
2.14
BENEFIT PLANS.
(A)
THE DISCLOSURE SCHEDULE LISTS EACH EMPLOYEE BENEFIT PLAN, POLICY
OR PRACTICE INCLUDING, BUT NOT LIMITED TO, PLANS DESCRIBED IN SECTION 4(3) OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND
INCLUDING EMPLOYEE "FRINGE BENEFITS" SUCH AS, WITHOUT LIMITATION, PLANS,
POLICIES AND PRACTICES REGARDING EDUCATION AND DEPENDENT CARE ASSISTANCE,
FLEXIBLE SPENDING ACCOUNTS, CAFETERIA PLANS, VACATIONS, SABBATICALS AND LEAVES
OF ABSENCE, SICK LEAVE AND DISABILITY AND EACH INCENTIVE OR BONUS COMPENSATION,
DEFERRED COMPENSATION, EQUITY BASED COMPENSATION OR PERQUISITE PLAN, POLICY OR
PRACTICE, TO WHICH THE COMPANY IS A PARTY, OR BY WHICH IT IS BOUND WITH RESPECT
TO ANY EMPLOYEE OF THE COMPANY OR THEIR SPOUSES, DEPENDENTS OR BENEFICIARIES OR
WHICH BENEFITS A COMPANY EMPLOYEE (A "BENEFIT PLAN"). WITH RESPECT TO EACH
BENEFIT PLAN, SELLER HAS PROVIDED OR MADE AVAILABLE TO PURCHASER THE CURRENT
SUMMARY PLAN DESCRIPTION (AND ALL SUMMARIES OF MATERIAL MODIFICATIONS) OR OTHER
DESCRIPTIVE MATERIALS PROVIDED TO PLAN PARTICIPANTS DESCRIBING THE BENEFIT
PLANS. PURSUANT TO SECTION 4.8, THE COMPANY'S STATUS AS A PARTICIPATING EMPLOYER
UNDER THE BENEFIT PLANS WILL BE TERMINATED EFFECTIVE AS OF THE CLOSING DATE.
(B)
NEITHER THE SELLER NOR THE COMPANY HAS ANY LIABILITY OR
OBLIGATION, WHETHER KNOWN OR UNKNOWN, DIRECT OR INDIRECT, FIXED OR CONTINGENT OR
OTHERWISE, WITH RESPECT TO (I) ANY "MULTIEMPLOYER PLAN" DESCRIBED IN SECTIONS
3(37) OR 4001(A)(3) OF ERISA; (II) ANY DEFINED BENEFIT PLAN DESCRIBED IN
SECTION 3(35) OF ERISA; OR (III) ANY PENSION PLAN SUBJECT TO THE REQUIREMENTS OF
TITLE IV OF THE ERISA OR SECTION 412 OF THE CODE, IN EACH CASE WITH RESPECT TO
ANY SUCH PLAN THAT IS OR HAS BEEN MAINTAINED, CONTRIBUTED TO OR SPONSORED BY THE
COMPANY, SELLER OR ANY OTHER "PERSON," WITHIN THE MEANING OF
SECTION 7701(A)(1) OF THE CODE, THAT TOGETHER WITH THE COMPANY IS CONSIDERED A
SINGLE EMPLOYER PURSUANT TO SECTIONS 414(B), (C), (M) OR (O) OF THE CODE OR
SECTIONS 3(5) OR 4001(B)(1) OF ERISA (AN "ERISA AFFILIATE").
8
(C)
THE COMPANY HAS PERFORMED ALL MATERIAL OBLIGATIONS REQUIRED TO BE
PERFORMED BY IT UNDER EACH BENEFIT PLAN AND EACH BENEFIT PLAN HAS BEEN
ESTABLISHED AND MAINTAINED IN MATERIAL COMPLIANCE WITH ALL APPLICABLE LAWS,
STATUTES, ORDERS, RULES AND REGULATIONS, INCLUDING BUT NOT LIMITED TO ERISA AND
THE CODE.
(D)
EACH BENEFIT PLAN INTENDED TO QUALIFY UNDER SECTION 401(A) OF THE
CODE AND EACH TRUST INTENDED TO QUALIFY UNDER SECTION 501(A) OF THE CODE HAS
EITHER RECEIVED A FAVORABLE DETERMINATION LETTER OR OPINION LETTER FROM THE IRS
WITH RESPECT TO SUCH