EXPECTED TO RESULT IN THE LOSS OR REVOCATION OF SUCH STATUS.
ALL BENEFITS, CONTRIBUTIONS AND PREMIUMS RELATING TO EACH FOREIGN BENEFIT PLAN
WITH RESPECT TO WHICH BUYER OR ITS AFFILIATES MAY HAVE ANY OBLIGATIONS OR
MATERIAL LIABILITY HAVE BEEN TIMELY PAID OR MADE IN MATERIAL COMPLIANCE WITH ITS
TERMS AND WITH APPLICABLE LEGAL REQUIREMENTS AND ANY RELATED CONTRACT. SELLER
HAS MADE AVAILABLE TO BUYER TRUE AND COMPLETE COPIES OF THE FOREIGN BENEFIT
PLANS. THERE ARE NO PENDING PROMISED OR COMMITTED, WHETHER LEGALLY BINDING OR
NOT, UNDERTAKINGS TO CREATE OR TERMINATE ANY NEW FOREIGN BENEFIT PLAN OR TO MAKE
MATERIAL IMPROVEMENTS, INCREASES OR CHANGES TO ANY FOREIGN BENEFIT PLAN, NOR IS
THERE ANY PATTERN OF AD HOC BENEFIT INCREASES UNDER ANY FOREIGN BENEFIT PLAN
THAT MAY BE ENFORCEABLE AGAINST BUYER OR ITS AFFILIATES. NEITHER THE EXECUTION
OF, NOR CONSUMMATION OF, THE CONTEMPLATED TRANSACTIONS WILL (EITHER ALONE OR
UPON THE OCCURRENCE OF ANY ADDITIONAL OR SUBSEQUENT EVENT) CONSTITUTE AN EVENT
UNDER ANY FOREIGN BENEFIT PLAN THAT WILL OR MAY RESULT IN ANY PAYMENT OR
PROVISION OF, ACCELERATION OF, OR VESTING OR INCREASE IN, ANY BENEFITS (WHETHER
OF SEVERANCE PAY OR OTHERWISE), WITH RESPECT TO ANY CURRENT OR FORMER EMPLOYEE,
INDEPENDENT CONTRACTOR, CONSULTANT, AGENT OR DIRECTOR OF SELLER OR ANY AFFILIATE
THEREOF, OR ANY BENEFICIARY THEREOF, WITH RESPECT TO WHICH BUYER OR ITS
AFFILIATES MAY HAVE ANY OBLIGATIONS OR MATERIAL LIABILITY. NO CLAIM, LITIGATION
OR ADMINISTRATIVE OR OTHER ACTION, PROCEEDING, AUDIT, EXAMINATION OR
INVESTIGATION IS PENDING OR ASSERTED, OR, TO THE KNOWLEDGE OF SELLER,
THREATENED, ANTICIPATED OR EXPECTED TO BE ASSERTED WITH RESPECT TO ANY FOREIGN
BENEFIT PLAN OR THE ASSETS OF ANY SUCH PLAN (OTHER THAN ROUTINE CLAIMS FOR
BENEFITS ARISING IN THE ORDINARY COURSE) THAT COULD RESULT IN THE IMPOSITION OF
ANY MATERIAL LIABILITY ON BUYER OR ANY OF ITS AFFILIATES.
3.14
COMPLIANCE WITH LEGAL REQUIREMENTS; GOVERNMENTAL
AUTHORIZATIONS.
(A)
EXCEPT AS SET FORTH IN SECTION 3.14(A) OF
THE DISCLOSURE SCHEDULE:
(I)
EACH OF SELLER AND XCEL JAPAN IS, AND AT
ALL TIMES SINCE JANUARY 1, 2004 HAS BEEN, IN FULL COMPLIANCE WITH EACH LEGAL
REQUIREMENT THAT IS OR WAS
34
APPLICABLE TO THE CONDUCT OR OPERATION OF THE BUSINESS OR THE OWNERSHIP OR USE
OF ANY OF THE PURCHASED ASSETS;
(II)
NO EVENT HAS OCCURRED OR CIRCUMSTANCE
EXISTS THAT (WITH OR WITHOUT NOTICE OR LAPSE OF TIME) (A) MAY CONSTITUTE OR
RESULT IN A VIOLATION BY SELLER OR XCEL JAPAN OF, OR A FAILURE ON THE PART OF
SELLER OR XCEL JAPAN TO COMPLY WITH, ANY LEGAL REQUIREMENT APPLICABLE TO THE
CONDUCT OR OPERATION OF THE BUSINESS, OR (B) MAY GIVE RISE TO ANY OBLIGATION ON
THE PART OF SELLER OR XCEL JAPAN TO UNDERTAKE, OR TO BEAR ALL OR ANY PORTION OF
THE COST OF, ANY REMEDIAL ACTION OF ANY NATURE WITH RESPECT TO THE BUSINESS; AND
(III)
NEITHER SELLER NOR XCEL JAPAN HAS RECEIVED,
AT ANY TIME SINCE JANUARY 1, 2004, ANY NOTICE OR OTHER COMMUNICATION (WHETHER
ORAL OR WRITTEN) FROM ANY GOVERNMENTAL BODY OR ANY OTHER PERSON