THE CODE HAS BEEN DETERMINED BY THE IRS TO BE SO QUALIFIED BY
ISSUANCE AND RECEIPT OF A FAVORABLE DETERMINATION LETTER OR RELIANCE UPON A
PROTOTYPE OPINION LETTER.
NO EVENT HAS OCCURRED SINCE THE DATE OF THE MOST
RECENT DETERMINATION LETTER (OTHER THAN THE EFFECTIVE DATE OF CERTAIN AMENDMENTS
TO THE CODE THE REMEDIAL AMENDMENT PERIOD FOR WHICH HAS NOT EXPIRED) THAT COULD
REASONABLY BE EXPECTED TO ADVERSELY AFFECT THE QUALIFIED STATUS OF SUCH BENEFIT
PLAN.
(H)
THERE ARE NO CLAIMS (OTHER THAN ROUTINE CLAIMS FOR BENEFITS), PROCEEDINGS,
HEARINGS, ACTIONS OR LAWSUITS PENDING, OR TO THE SELLERS' KNOWLEDGE, THREATENED,
WITH RESPECT TO ANY BENEFIT PLAN.
THERE ARE NO AUDITS, INVESTIGATIONS OR
EXAMINATIONS WITH RESPECT TO ANY BENEFIT PLAN BY THE IRS, THE DEPARTMENT OF
LABOR, THE PBGC OR ANY OTHER GOVERNMENTAL AGENCY (OTHER THAN A REVIEW ASSOCIATED
WITH THE APPLICATION FOR A DETERMINATION LETTER THAT HAS BEEN FILED WITH THE
IRS) AND, TO THE SELLERS' KNOWLEDGE, NO SUCH AUDIT, INVESTIGATION OR EXAMINATION
IS THREATENED OR PENDING.
(I)
ALL CONTRIBUTIONS (INCLUDING ALL EMPLOYER CONTRIBUTIONS AND EMPLOYEE
SALARY REDUCTION CONTRIBUTIONS) AND PREMIUM PAYMENTS THAT ARE DUE WITH RESPECT
TO ANY BENEFIT PLAN HAVE BEEN MADE WITHIN THE TIME PERIODS PRESCRIBED BY ERISA
AND THE CODE TO EACH SUCH BENEFIT PLAN.
(J)
NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT NOR THE CONSUMMATION
OF THE TRANSACTIONS WILL (I) RESULT IN THE PAYMENT OF ANY MONEY OR PROPERTY TO
ANY EMPLOYEE OF ANY COMPANY, (II) MATERIALLY INCREASE ANY BENEFIT OTHERWISE
PAYABLE UNDER ANY BENEFIT PLAN; OR (III) ACCELERATE THE TIME OF PAYMENT OR
VESTING, OR INCREASE THE AMOUNT OF, ANY COMPENSATION DUE FROM ANY COMPANY TO ANY
EMPLOYEE.
(K)
THERE ARE NO AGREEMENTS TO WHICH ANY COMPANY IS A PARTY THAT WILL PROVIDE
PAYMENTS TO ANY OFFICER, EMPLOYEE OR HIGHLY COMPENSATED INDIVIDUAL THAT SHALL BE
"PARACHUTE PAYMENTS" UNDER SECTION 280G OR SECTION 4999 OF THE CODE FOR WHICH
PURCHASER OR ANY COMPANY WILL HAVE WITHHOLDING LIABILITY OR THAT WILL RESULT IN
LOSS OF TAX DEDUCTIONS UNDER SECTION 280G OF THE CODE.
(L)
NO COMPANY HAS ANY OBLIGATION TO PROVIDE LIFE INSURANCE, MEDICAL OR
HEALTH BENEFIT COVERAGE ON OR AFTER RETIREMENT OR OTHER TERMINATION OF
EMPLOYMENT TO ANY INDIVIDUAL OTHER THAN CONTINUATION COVERAGE AS REQUIRED BY
SECTION 4980B OF THE CODE.
SECTION 3.11.
Properties; Assets.
(A)
EXCEPT AS SET FORTH ON SCHEDULE 3.11(A), TAKEN TOGETHER, THE COMPANIES
HAVE GOOD AND MARKETABLE TITLE TO ALL THE TANGIBLE PROPERTIES AND ASSETS
REFLECTED IN THE INTERIM BALANCE SHEET AS BEING OWNED BY ONE OF THE COMPANIES OR
ACQUIRED AFTER THE DATE THEREOF THAT ARE
17
MATERIAL TO THE COMPANIES' BUSINESS ON A CONSOLIDATED BASIS (EXCEPT ASSETS AND
PROPERTIES SOLD OR OTHERWISE DISPOSED OF SINCE THE DATE THEREOF IN THE ORDINARY
COURSE OF BUSINESS) , FREE AND CLEAR OF ALL ENCUMBRANCES EXCEPT FOR PERMITTED
ENCUMBRANCES.
THE COMPANIES' TANGIBLE PROPERTIES AND ASSETS ARE IN A STATE OF
REPAIR THAT IS REASONABLY SUFFICIENT FOR THE PURPOSES FOR WHICH THEY ARE USED.
AS OF THE DATE OF THIS AGREEMENT, THE COMPANIES