THE KNOWLEDGE OF THE COMPANY, INVESTIGATION
BY, THE IRS, THE DEPARTMENT OF LABOR OR THE PENSION BENEFIT GUARANTY
CORPORATION, AND, TO THE KNOWLEDGE OF THE COMPANY, NO SUCH AUDIT, INVESTIGATION
OR PROCEEDING IS THREATENED.
EXCEPT AS SET FORTH ON SCHEDULE 3.16 OF THE
COMPANY DISCLOSURE LETTER, WITH RESPECT TO EACH COMPANY BENEFIT PLAN WHICH
PROVIDES MEDICAL BENEFITS, SHORT-TERM DISABILITY BENEFITS OR LONG-TERM
DISABILITY BENEFITS (OTHER THAN ANY "PENSION PLAN" WITHIN THE
*CONFIDENTIAL TREATMENT REQUESTED
23
MEANING OF SECTION 3(2) OF ERISA), ALL CLAIMS INCURRED BY THE COMPANY UNDER SUCH
COMPANY BENEFIT PLAN ARE EITHER INSURED PURSUANT TO A CONTRACT OF INSURANCE
WHEREBY THE INSURANCE COMPANY BEARS ANY RISK OF LOSS WITH RESPECT TO SUCH CLAIMS
OR COVERED UNDER A CONTRACT WITH A HEALTH MAINTENANCE ORGANIZATION PURSUANT TO
WHICH SUCH HEALTH MAINTENANCE ORGANIZATION BEARS THE LIABILITY FOR SUCH CLAIMS.
EXCEPT AS SET FORTH ON SCHEDULE 3.16 OF THE COMPANY DISCLOSURE LETTER OR
DISCLOSED IN THE SEC REPORTS FILED WITH THE COMMISSION PRIOR TO THE DATE HEREOF,
NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT, THE TRANSACTION AGREEMENTS
NOR THE TRANSACTIONS CONTEMPLATED THEREBY WILL (EITHER ALONE OR IN CONJUNCTION
WITH ANY OTHER EVENT SUCH AS TERMINATION OF EMPLOYMENT) (I) RESULT IN, OR CAUSE
ANY INCREASE, ACCELERATION OR VESTING OF, ANY PAYMENT, BENEFIT OR AWARD UNDER
ANY COMPANY BENEFIT PLAN TO ANY DIRECTOR OR EMPLOYEE OF COMPANY OR ANY OF ITS
SUBSIDIARIES, (II) GIVE RISE TO ANY OBLIGATION TO FUND FOR ANY SUCH PAYMENTS,
AWARDS OR BENEFITS, (III) GIVE RISE TO ANY LIMITATION ON THE ABILITY OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES TO AMEND OR TERMINATE ANY COMPANY BENEFIT
PLAN OR (IV) RESULT IN ANY PAYMENT OR BENEFIT THAT WILL OR MAY BE MADE BY THE
COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES THAT WILL BE CHARACTERIZED AS
AN "EXCESS PARACHUTE PAYMENT," WITHIN THE MEANING OF SECTION 280G OF THE CODE.
EXCEPT AS SET FORTH ON SCHEDULE 3.16 OF THE COMPANY DISCLOSURE LETTER, NEITHER
THE COMPANY NOR ANY OF ITS SUBSIDIARIES OR ERISA AFFILIATES HAS ANY LIABILITY TO
PROVIDE ANY POST-RETIREMENT OR POST-TERMINATION LIFE, HEALTH, MEDICAL OR OTHER
WELFARE BENEFITS TO ANY CURRENT OR FORMER EMPLOYEES OR BENEFICIARIES OR
DEPENDENTS THEREOF WHICH, INDIVIDUALLY OR IN THE AGGREGATE, IS MATERIAL, EXCEPT
FOR HEALTH CONTINUATION COVERAGE AS REQUIRED BY SECTION 4980B OF THE CODE OR
PART 6 OF TITLE I OF ERISA OR APPLICABLE STATE HEALTHCARE CONTINUATION COVERAGE
LAWS WHICH, INDIVIDUALLY OR IN THE AGGREGATE, IS AT NO MATERIAL EXPENSE TO THE
COMPANY AND ITS SUBSIDIARIES.
WITH RESPECT TO EACH COMPANY BENEFIT PLAN, THERE
ARE NO UNDERSTANDINGS, AGREEMENTS OR UNDERTAKINGS THAT WOULD PREVENT THE COMPANY
FROM AMENDING OR TERMINATING SUCH COMPANY BENEFIT PLAN AT ANY TIME WITHOUT
INCURRING MATERIAL LIABILITY THEREUNDER OTHER THAN IN RESPECT OF ACCRUED
OBLIGATIONS AND MEDICAL OR WELFARE CLAIMS INCURRED PRIOR TO SUCH AMENDMENT OR
TERMINATION.
ALL COMPANY BENEFIT PLANS SUBJECT TO SECTION 409A OF THE CODE ARE
IN GOOD FAITH COMPLIANCE WITH THE CURRENTLY APPLICABLE REQUIREMENTS OF
SECTION 409A AND THE REGULATIONS, RULINGS AND NOTICES