FUTURE LIABILITY.
ALL PLANS, CONTRACTS, PROGRAMS, POLICIES AND ARRANGEMENTS REQUIRED TO BE SET
FORTH IN SCHEDULE 3.09(A) SHALL BE COLLECTIVELY REFERRED TO AS THE "COMPANY
PLANS." ANY CURRENT OR FORMER EMPLOYEE, CONSULTANT, INDEPENDENT CONTRACTOR OF
THE COMPANY OR ANY OF ITS SUBSIDIARIES IS REFERRED TO AS A "COMPANY EMPLOYEE."
(B)
EXCEPT FOR THE MULTIEMPLOYER PLANS SPECIFICALLY IDENTIFIED AS SUCH IN
SCHEDULE 3.09(A) AND ANY FOREIGN BENEFIT PLAN (AS DEFINED IN SECTION 3.09(M)),
NEITHER THE COMPANY NOR ANY SUBSIDIARY OR ERISA AFFILIATE (AS DEFINED BELOW) OF
THE COMPANY HAS AT ANY TIME SPONSORED, CONTRIBUTED TO, MAINTAINED
14
OR HAD OR HAS ANY LIABILITY (WHETHER CONTINGENT OR OTHERWISE) UNDER (I) A
"MULTIEMPLOYER PLAN" WITHIN THE MEANING OF SECTION 4001(A)(3) OF ERISA OR (II)
AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO PART 3 OF SUBTITLE I OF ERISA, OR
SECTION 412 OF THE CODE OR TITLE IV OF ERISA.
(C)
WITH RESPECT TO EACH COMPANY PLAN, THE COMPANY HAS DELIVERED OR MADE
AVAILABLE (OR, WITH RESPECT TO CERTAIN COMPANY PLANS WHICH ARE IN THE AGGREGATE
IMMATERIAL TO THE COMPANY AND ITS SUBSIDIARIES TAKEN AS A WHOLE, WILL WITHIN TEN
BUSINESS DAYS FOLLOWING THE DATE OF THIS AGREEMENT DELIVER OR MAKE AVAILABLE) TO
NEWCO A COMPLETE AND CORRECT (OR, TO THE EXTENT NO SUCH COPY EXISTS, AN ACCURATE
DESCRIPTION) THEREOF AND, TO THE EXTENT APPLICABLE, (I) ANY RELATED TRUST
AGREEMENT, ANNUITY CONTRACT OR OTHER FUNDING INSTRUMENT; (II) THE MOST RECENT
DETERMINATION LETTER; (III) ANY SUMMARY PLAN DESCRIPTION AND OTHER WRITTEN
COMMUNICATIONS (OR DESCRIPTION OF ANY ORAL COMMUNICATION) BY THE COMPANY OR ANY
OF ITS SUBSIDIARIES WHICH MODIFY IN ANY SIGNIFICANT RESPECT THE BENEFITS
PROVIDED UNDER THE TERMS OF ANY COMPANY PLAN IN A MANNER NOT REFLECTED IN ANY OF
THE DOCUMENTS SET FORTH IN SCHEDULE 3.09(A); AND (IV) FOR THE TWO MOST RECENT
YEARS (A) THE FORM 5500 AND ATTACHED SCHEDULES, (B) AUDITED FINANCIAL STATEMENTS
AND (C) ACTUARIAL VALUATION REPORTS.
THE ARTEMIS INTERNATIONAL SOLUTIONS
CORPORATION 401(K) SAVINGS PLAN IS THE ONLY COMPANY PLAN INTENDED TO QUALIFY
UNDER SECTION 401(A) OF THE CODE.
SUCH COMPANY PLAN WAS ESTABLISHED BY THE
ADOPTION OF A PROTOTYPE PLAN THAT IS THE SUBJECT OF A FAVORABLE OPINION LETTER
ISSUED BY THE IRS.
THE COMPANY IS PERMITTED TO RELY ON SUCH OPINION LETTER WITH
RESPECT TO SUCH COMPANY PLAN AND ALL AMENDMENTS TO SUCH COMPANY PLAN THAT HAVE
BEEN ADOPTED PRIOR TO THE DATE HEREOF.
(D)
WITH RESPECT TO ALL OF THE COMPANY PLANS, AND EXCEPT AS, INDIVIDUALLY OR IN
THE AGGREGATE, DOES NOT HAVE AND COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT, ALL COMPANY PLANS ARE IN COMPLIANCE WITH AND HAVE BEEN
ADMINISTERED IN FORM AND OPERATION IN ACCORDANCE WITH THEIR TERMS AND ALL
REQUIREMENTS OF APPLICABLE LAWS, INCLUDING THE CODE, ERISA, AND OTHER APPLICABLE
LAWS (INCLUDING IN COMPLIANCE WITH ALL FILING AND REPORTING REQUIREMENTS), AND
NONE OF THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS RECEIVED ANY CLAIM OR NOTICE
THAT ANY SUCH COMPANY PLAN IS NOT IN COMPLIANCE WITH ITS TERMS