RESPECT TO ANY EMPLOYEE PLAN THAT WOULD RESULT IN THE IMPOSITION
OF ANY TAX UNDER CHAPTER 43 OF SUBTITLE D OF THE CODE, (7) NO EMPLOYEE PLAN IS
UNDER AUDIT OR INVESTIGATION BY THE IRS, THE DEPARTMENT OF LABOR OR OTHER
GOVERNMENTAL AUTHORITY AND, TO THE KNOWLEDGE OF LITMUS AND THE SHAREHOLDERS, NO
AUDIT OR INVESTIGATION IS PENDING OR THREATENED, (8) NO LIABILITY UNDER ANY
EMPLOYEE PLAN HAS BEEN FUNDED NOR HAS ANY OBLIGATION BEEN SATISFIED WITH THE
PURCHASE OF A CONTRACT FROM AN INSURANCE COMPANY AS TO WHICH LITMUS OR ITS
SUBSIDIARIES HAVE RECEIVED NOTICE THAT INSURANCE COMPANY IS INSOLVENT OR IS IN
REHABILITATION OR ANY SIMILAR PROCEEDING, (9) LITMUS AND ITS SUBSIDIARIES HAVE
TIMELY DEPOSITED AND TRANSMITTED, OR ACCRUED, ALL AMOUNTS WITHHELD
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FROM EMPLOYEES FOR CONTRIBUTIONS OR PREMIUM PAYMENTS FOR EACH EMPLOYEE PLAN INTO
THE APPROPRIATE TRUSTS OR ACCOUNTS, AND (10) EACH EMPLOYEE PLAN THAT ALLOWS
LOANS TO PLAN PARTICIPANTS HAS BEEN OPERATED IN ACCORDANCE WITH THE PLAN'S
WRITTEN LOAN POLICY; IN ADDITION, ALL OUTSTANDING LOANS FROM ALL EMPLOYEE PLANS
ARE CURRENT AS OF THE CLOSING DATE, AND THERE ARE NO LOANS IN DEFAULT.
(D)
LITMUS AND ITS SUBSIDIARIES ARE NOT THE SPONSOR, AND DO NOT
MAINTAIN, CONTRIBUTE TO, OR HAVE ANY LIABILITY IN RESPECT OF, AND HAVE NEVER
SPONSORED, MAINTAINED, CONTRIBUTED TO, OR HAD ANY LIABILITY IN RESPECT OF, OR
BEEN REQUIRED TO CONTRIBUTE TO, AN "EMPLOYEE PENSION BENEFIT PLAN" WITHIN THE
MEANING OF SECTION 3(2) OF ERISA THAT IS SUBJECT TO TITLE IV OF ERISA, OR A
"MULTIPLE EMPLOYER PLAN" (WITHIN THE MEANING OF SECTION 413 OF THE CODE).
(E)
LITMUS AND ITS SUBSIDIARIES (1) DO NOT MAINTAIN OR CONTRIBUTE TO
ANY EMPLOYEE PLAN THAT PROVIDES, OR HAS ANY LIABILITY TO PROVIDE, LIFE
INSURANCE, MEDICAL, SEVERANCE OR OTHER EMPLOYEE WELFARE BENEFITS TO ANY EMPLOYEE
UPON HIS OR HER RETIREMENT OR TERMINATION OF EMPLOYMENT, EXCEPT AS MAY BE
REQUIRED BY SECTION 4980B OF THE CODE OR OTHERWISE AT THE EXPENSE OF THE
EMPLOYEE, AND (2) DO NOT HAVE ANY OBLIGATION OR AGREEMENT (WHETHER IN ORAL OR
WRITTEN FORM) TO ANY EMPLOYEE (EITHER INDIVIDUALLY OR TO EMPLOYEES AS A GROUP)
THAT SUCH EMPLOYEE(S) WOULD BE PROVIDED WITH LIFE INSURANCE, MEDICAL, SEVERANCE
OR OTHER EMPLOYEE WELFARE BENEFITS UPON THEIR RETIREMENT OR TERMINATION OF
EMPLOYMENT, EXCEPT TO THE EXTENT REQUIRED BY SECTION 4980B OF THE CODE OR
OTHERWISE AT THE EXPENSE OF THE EMPLOYEE.
(F)
THE EXECUTION OF, AND PERFORMANCE OF THIS AGREEMENT AND THE OTHER
DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY WILL NOT
CONSTITUTE AN EVENT UNDER ANY EMPLOYEE PLAN OR EMPLOYEE AGREEMENT THAT WILL
RESULT IN ANY PAYMENT (WHETHER OF SEVERANCE PAY OR OTHERWISE), ACCELERATION,
FORGIVENESS OF INDEBTEDNESS, VESTING, DISTRIBUTION, INCREASE IN BENEFITS OR
OBLIGATION TO FUND BENEFITS WITH RESPECT TO ANY EMPLOYEE OF LITMUS OR ITS
SUBSIDIARIES.
(G)
NO EMPLOYEE PLAN OR EMPLOYEE AGREEMENT IS FUNDED BY A TRUST
DESCRIBED IN SECTION 501(C)(9) OF THE CODE.
(H)
EXCEPT WITH RESPECT TO ITS SUBSIDIARIES, LITMUS IS NOT (1) A
SHAREHOLDER OF A "CONTROLLED GROUP