5.20
LABOR RELATIONS.
NO GROUP MEMBER IS, AS OF THE
CLOSING DATE, PARTY TO ANY COLLECTIVE BARGAINING AGREEMENT NOR HAS ANY LABOR
UNION BEEN RECOGNIZED AS THE REPRESENTATIVE OF ITS EMPLOYEES EXCEPT AS SET FORTH
ON SCHEDULE 5.20.
THERE ARE NO PENDING OR, TO ANY GROUP MEMBER'S KNOWLEDGE,
THREATENED OR CONTEMPLATED STRIKES, WORK STOPPAGE OR OTHER COLLECTIVE LABOR
DISPUTES INVOLVING ITS EMPLOYEES.
5.21
EMPLOYEE BENEFIT PLANS.
(A)
AS OF THE CLOSING DATE, NEITHER THE COMPANY NOR ANY ERISA
AFFILIATE MAINTAINS OR CONTRIBUTES TO, OR HAS ANY OBLIGATION UNDER, OR LIABILITY
WITH RESPECT TO, ANY EMPLOYEE BENEFIT PLAN OTHER THAN THOSE IDENTIFIED ON
SCHEDULE 5.21;
(B)
EACH EMPLOYEE BENEFIT PLAN HAS BEEN OPERATED IN ALL MATERIAL
RESPECTS IN ACCORDANCE WITH ITS TERMS, AND THE COMPANY AND EACH ERISA AFFILIATE
ARE IN COMPLIANCE, IN ALL MATERIAL RESPECTS, IN BOTH FORM AND OPERATION, WITH
ALL APPLICABLE PROVISIONS OF ERISA, THE CODE OR OTHER APPLICABLE LAW AND THE
REGULATIONS AND PUBLISHED INTERPRETATIONS THEREUNDER WITH RESPECT TO ALL
EMPLOYEE BENEFIT PLANS EXCEPT FOR ANY REQUIRED AMENDMENTS WITH RESPECT TO A PLAN
FOR WHICH THE REMEDIAL AMENDMENT PERIOD AS DEFINED IN SECTION 401(B) OF THE CODE
HAS NOT YET EXPIRED.
EACH PLAN THAT IS INTENDED TO BE QUALIFIED UNDER
SECTION 401(A) OF THE CODE IS THE SUBJECT OF AN IRS FAVORABLE OPINION OR
DETERMINATION LETTER AND, TO THE KNOWLEDGE OF THE COMPANY, NOTHING HAS OCCURRED
TO ADVERSELY AFFECT SUCH QUALIFICATION OR THE EXEMPT STATUS OF ANY RELATED
TRUST.
NO MATERIAL LIABILITY HAS BEEN INCURRED BY THE COMPANY OR ANY ERISA
AFFILIATE WHICH REMAINS UNSATISFIED FOR ANY TAXES OR PENALTIES WITH RESPECT TO
ANY EMPLOYEE BENEFIT PLAN OR ANY MULTIEMPLOYER PLAN;
(C)
NO PENSION PLAN HAS BEEN TERMINATED, NOR HAS ANY ACCUMULATED
FUNDING DEFICIENCY (AS DEFINED IN SECTION 412 OF THE CODE) BEEN INCURRED
(WITHOUT REGARD TO ANY WAIVER GRANTED UNDER SECTION 412 OF THE CODE), NOR HAS
ANY FUNDING WAIVER FROM THE IRS BEEN RECEIVED OR REQUESTED WITH RESPECT TO ANY
PENSION PLAN, NOR HAS THE COMPANY OR ANY ERISA AFFILIATE FAILED TO MAKE ANY
CONTRIBUTIONS OR TO PAY ANY AMOUNTS DUE AND OWING AS REQUIRED BY SECTION 412 OF
THE CODE, SECTION 302 OF ERISA OR THE TERMS OF ANY PENSION PLAN OR RELATED
AGREEMENT OR OTHER APPLICABLE LAW PRIOR TO THE DUE DATES OF SUCH CONTRIBUTIONS
THEREUNDER, NOR HAS THERE BEEN ANY EVENT REQUIRING ANY DISCLOSURE UNDER
SECTION 302(F)(4)(A), 4041(C)(3)(C) OR 4063(A) OF ERISA WITH RESPECT TO ANY
PENSION PLAN OR ANY PENSION PLAN AMENDMENT REQUIRING SECURITY UNDER ERISA
SECTION 307 OR CODE SECTION 401(A)(29), IN EACH CASE THAT WOULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(D)
NEITHER THE COMPANY NOR ERISA AFFILIATE HAS:
(I) ENGAGED IN A
PROHIBITED TRANSACTION OR BREACH OF FIDUCIARY DUTY, (II) INCURRED ANY LIABILITY
TO THE PBGC WHICH REMAINS OUTSTANDING OTHER THAN THE PAYMENT OF PREMIUMS AND
THERE ARE NO PBGC PREMIUM PAYMENTS WHICH ARE DUE AND UNPAID, (III) FAILED TO
MAKE A REQUIRED CONTRIBUTION OR PAYMENT TO A MULTIEMPLOYER PLAN, OR (IV) FAILED
TO