THE CODE,
AND NOTHING HAS OCCURRED WITH RESPECT TO THE OPERATION OF ANY SUCH EMPLOYEE
BENEFIT PLAN THAT WOULD REASONABLY BE EXPECTED TO CAUSE THE LOSS OF SUCH
QUALIFICATION OR EXEMPTION OR THE IMPOSITION OF ANY MATERIAL LIABILITY, PENALTY
OR TAX UNDER ERISA OR THE CODE.
(E)
ALL CONTRIBUTIONS (INCLUDING ALL EMPLOYER
CONTRIBUTIONS AND EMPLOYEE SALARY REDUCTION CONTRIBUTIONS) AND ALL PREMIUMS
REQUIRED TO HAVE BEEN PAID UNDER ANY OF THE EMPLOYEE BENEFIT PLANS OR BY LAW
(WITHOUT REGARD TO ANY WAIVERS GRANTED UNDER SECTION 412 OF THE CODE) TO ANY
FUNDS OR TRUSTS ESTABLISHED THEREUNDER OR IN CONNECTION THEREWITH HAVE BEEN MADE
BY THE DUE DATE THEREOF (INCLUDING ANY VALID EXTENSION).
NO ACCUMULATED FUNDING
DEFICIENCIES EXIST IN ANY OF THE EMPLOYEE BENEFIT PLANS SUBJECT TO SECTION 412
OF THE CODE.
(F)
NEITHER THE COMPANY NOR ANY ERISA
AFFILIATE HAS TERMINATED ANY EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE IV, OR
INCURRED ANY OUTSTANDING LIABILITY UNDER SECTION 4062 OF ERISA, TO THE PBGC OR
TO A TRUSTEE APPOINTED UNDER SECTION 4042 OF ERISA.
NEITHER THE COMPANY NOR ANY
ERISA AFFILIATE HAS ENGAGED IN ANY TRANSACTION DESCRIBED IN SECTION 4069 OF
ERISA.
(G)
EXCEPT AS SET FORTH ON
SCHEDULE 5.19(G) HERETO, THERE ARE NO PENDING MATERIAL ACTIONS, CLAIMS OR
LAWSUITS WHICH HAVE BEEN ASSERTED OR INSTITUTED AGAINST THE EMPLOYEE BENEFIT
PLANS, THE ASSETS OF ANY OF THE TRUSTS UNDER SUCH PLANS OR THE PLAN SPONSOR OR
THE PLAN
30
ADMINISTRATOR, OR AGAINST ANY FIDUCIARY OF THE EMPLOYEE BENEFIT PLANS WITH
RESPECT TO THE OPERATION OR ADMINISTRATION OF SUCH PLANS OR THE INVESTMENT OF
PLAN ASSETS (OTHER THAN ROUTINE BENEFIT CLAIMS), NOR DOES THE SELLER HAVE
KNOWLEDGE OF FACTS WHICH COULD FORM THE BASIS FOR ANY SUCH CLAIM OR LAWSUIT.
EXCEPT AS SET FORTH ON SCHEDULE 5.19(G) HERETO, NO EMPLOYEE BENEFIT PLAN HAS
BEEN THE SUBJECT OF AN AUDIT, INVESTIGATION OR EXAMINATION BY ANY GOVERNMENTAL
ENTITY WITHIN THE THREE PRECEDING YEARS.
(H)
EXCEPT AS SET FORTH ON SCHEDULE 5.19(H), THE
EMPLOYEE BENEFIT PLANS HAVE BEEN MAINTAINED, IN ALL MATERIAL RESPECTS, IN
ACCORDANCE WITH THEIR TERMS AND WITH ALL PROVISIONS OF ERISA, THE CODE AND OTHER
APPLICABLE FEDERAL AND STATE LAWS.
NONE OF THE COMPANY, THE RETAINED
SUBSIDIARIES, OR, TO THE SELLER'S KNOWLEDGE, ANY "PARTY IN INTEREST" OR
"DISQUALIFIED PERSON" WITH RESPECT TO THE EMPLOYEE BENEFIT PLANS HAS ENGAGED IN
A "PROHIBITED TRANSACTION" WITHIN THE MEANING OF SECTION 406 OF ERISA OR 4975 OF
THE CODE.
EXCEPT AS SET FORTH ON SCHEDULE 5.19(H), NO STOCK OR OTHER SECURITY
ISSUED BY THE COMPANY OR ANY AFFILIATE FORMS OR HAS FORMED A PART OF THE ASSETS
OF ANY EMPLOYEE BENEFIT PLAN.
(I)
EXCEPT AS SET FORTH ON
SCHEDULE 5.19(I) HERETO, NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT
NOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY WILL, EITHER ALONE
OR AS A PREREQUISITE TO THE OCCURRENCE OF ANY SUBSEQUENT EVENT: (I) RESULT IN
ANY PAYMENT BECOMING DUE TO ANY EMPLOYEE (CURRENT, FORMER OR RETIRED) OF THE
COMPANY OR THE RETAINED SUBSIDIARIES; (II) INCREASE ANY BENEFITS OTHERWISE