OR OTHER ACTION,
SUIT, AUDIT, CLAIM OR INVESTIGATION (OTHER THAN ROUTINE CLAIMS FOR BENEFITS) IS
PENDING OR, TO THE SELLERS' KNOWLEDGE, THREATENED, AND THERE IS NO BASIS FOR ANY
SUCH PROCEEDING OR OTHER ACTION, SUIT, AUDIT, CLAIM OR INVESTIGATION.
(G)
EXCEPT AS SET FORTH IN SCHEDULE 4.12:
(I)
NEITHER ANY SELLER NOR ANY ERISA AFFILIATE THEREOF CONTRIBUTES
TO, EVER HAS CONTRIBUTED TO, OR EVER HAS BEEN REQUIRED TO CONTRIBUTE TO ANY
MULTIEMPLOYER PLAN OR EMPLOYEE PENSION PLAN SUBJECT TO TITLE IV OF ERISA OR CODE
SECTION 412 OR HAS ANY LIABILITY, OR INDIRECT LIABILITY, INCLUDING ANY LIABILITY
ON ACCOUNT OF A "PARTIAL WITHDRAWAL" OR COMPLETE WITHDRAWAL (AS DEFINED IN ERISA
SECTIONS 4203 AND 4201 RESPECTIVELY), UNDER ANY MULTIEMPLOYER PLAN OR UNDER
TITLE IV OF ERISA OR SECTION 412 OF THE CODE.
NEITHER ANY SELLER NOR ANY ERISA
AFFILIATE THEREOF IS BOUND BY ANY CONTRACT THAT WOULD RESULT IN ANY DIRECT OR
INDIRECT LIABILITY DESCRIBED IN ERISA SECTION 4204.
NO SELLER BENEFIT PLAN IS A
MULTIPLE EMPLOYER PLAN FOR PURPOSES OF SECTIONS 4063 OR 4064 OF ERISA OR SUBJECT
TO SECTION 413(C) OF THE CODE OR A MULTIPLE EMPLOYER WELFARE ARRANGEMENT AS
DEFINED IN SECTION 3(40) OF ERISA.
30
(II)
NEITHER ANY SELLER NOR ANY SELLER BENEFIT PLAN HAS ANY OBLIGATION
TO PROVIDE POST-EMPLOYMENT MEDICAL, HEALTH OR LIFE INSURANCE OR OTHER
WELFARE-TYPE BENEFITS FOR CURRENT OR FUTURE RETIRED OR TERMINATED EMPLOYEES,
DIRECTORS, OFFICERS, OR INDEPENDENT CONTRACTORS OR SUCH PERSONS' SPOUSES,
DEPENDENTS OR OTHER BENEFICIARIES (OTHER THAN IN ACCORDANCE WITH COBRA); EACH
SELLER BENEFIT PLAN WHICH IS A GROUP HEALTH PLAN HAS AT ALL TIMES BEEN
MAINTAINED IN MATERIAL COMPLIANCE WITH COBRA, AND EACH GROUP HEALTH PLAN
MAINTAINED BY ANY ERISA AFFILIATE OF EITHER SELLER HAS BEEN MAINTAINED IN
MATERIAL COMPLIANCE WITH COBRA.
(III)
NEITHER ANY SELLER NOR THEIR RESPECTIVE EMPLOYEES, OR ANY OTHER
PERSON HAS ENGAGED IN A NON-EXEMPT PROHIBITED TRANSACTION (AS DEFINED IN
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) WITH RESPECT TO ANY SELLER
BENEFIT PLAN THAT HAS RESULTED OR MAY RESULT IN ANY MATERIAL LIABILITY TO THE
SELLERS; NEITHER SELLER HAS INCURRED ANY MATERIAL LIABILITY FOR ANY PENALTY OR
TAX, NOR DOES ANY FACT EXIST WHICH WOULD SUBJECT THE SELLERS TO ANY MATERIAL
PENALTY OR TAX, UNDER CHAPTER 43 OF SUBTITLE D OF THE CODE OR SECTION 502 OF
ERISA; AND NO FIDUCIARY OF ANY SELLER BENEFIT PLAN (AS DEFINED IN SECTION 3(21)
OF ERISA) (WHERE SUCH FIDUCIARY IS AN EMPLOYEE OF THE SELLERS, OR ANY OTHER
PERSON WHO IS A FIDUCIARY) HAS ENGAGED IN ANY MATERIAL BREACH OF FIDUCIARY DUTY
(AS DETERMINED UNDER ERISA) WITH RESPECT TO ANY SELLER BENEFIT PLAN.
(H)
NO EVENT HAS OCCURRED OR CIRCUMSTANCE EXISTS WITH RESPECT TO THE SELLERS,
OR THE PARTICIPANTS AND BENEFICIARIES OF ANY SELLER BENEFIT PLAN, THAT WOULD
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL INCREASE IN EXPENSES (INCLUDING
PREMIUMS, NOTWITHSTANDING ORDINARY COURSE PREMIUM INCREASES, CONTRIBUTIONS
AND/OR BENEFIT PAYMENTS) TO THE BUSINESSES.
(I)
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WILL
NOT,