RESPECT TO ANY COMPANY BENEFIT PLAN HAVE BEEN TIMELY MADE.
THERE ARE NO PENDING OR, TO THE COMPANY'S KNOWLEDGE, THREATENED CLAIMS BY, ON
BEHALF OF OR AGAINST ANY OF THE COMPANY BENEFIT PLANS OR ANY ASSETS THEREOF,
OTHER THAN ROUTINE BENEFIT CLAIM MATTERS, THAT, IF ADVERSELY DETERMINED COULD,
INDIVIDUALLY OR IN THE AGGREGATE, RESULT IN A MATERIAL LIABILITY FOR THE COMPANY
OR ANY OF ITS SUBSIDIARIES AND NO MATTER IS PENDING (OTHER THAN ROUTINE
QUALIFICATION DETERMINATION FILINGS, COPIES OF WHICH HAVE BEEN FURNISHED TO
FOREST AND SPINCO OR WILL BE PROMPTLY FURNISHED TO FOREST AND SPINCO WHEN MADE)
WITH RESPECT TO ANY OF THE COMPANY BENEFIT PLANS BEFORE THE IRS, THE UNITED
STATES DEPARTMENT OF LABOR OR THE PBGC.
(E)
EACH COMPANY BENEFIT PLAN INTENDED TO BE "QUALIFIED" WITHIN THE
MEANING OF SECTION 401(A) OF THE CODE IS SO QUALIFIED AND THE TRUSTS MAINTAINED
THEREUNDER ARE EXEMPT FROM TAXATION UNDER SECTION 501(A) OF THE CODE, EACH TRUST
MAINTAINED UNDER ANY COMPANY BENEFIT PLAN INTENDED TO SATISFY THE REQUIREMENTS
OF SECTION 501(C)(9) OF THE CODE HAS SATISFIED SUCH REQUIREMENTS AND, IN EITHER
SUCH CASE, NO EVENT HAS OCCURRED OR CONDITION IS KNOWN TO EXIST THAT WOULD
REASONABLY BE EXPECTED TO ADVERSELY AFFECT SUCH TAX-QUALIFIED STATUS FOR ANY
SUCH COMPANY BENEFIT PLAN OR ANY SUCH TRUST.
(F)
NO COMPANY BENEFIT PLAN PROVIDES MEDICAL, SURGICAL,
HOSPITALIZATION, DEATH OR SIMILAR BENEFITS (WHETHER OR NOT INSURED) FOR
EMPLOYEES OR FORMER EMPLOYEES OF COMPANY OR ANY COMPANY SUBSIDIARY FOR PERIODS
EXTENDING BEYOND THEIR RETIREMENT OR OTHER TERMINATION OF
39
SERVICE, OTHER THAN (I) COVERAGE MANDATED BY APPLICABLE LAW, (II) DEATH BENEFITS
UNDER ANY "PENSION PLAN," OR (III) BENEFITS THE FULL COST OF WHICH IS BORNE BY
THE CURRENT OR FORMER EMPLOYEE (OR HIS BENEFICIARY).
THE COMPANY HAS THE RIGHT,
AND WILL HAVE THE RIGHT AFTER THE EFFECTIVE TIME TO TERMINATE ANY COMPANY
BENEFIT PLAN OR TO AMEND ANY SUCH COMPANY BENEFIT PLAN TO REDUCE FUTURE BENEFITS
(INCLUDING ANY COMPANY BENEFIT PLAN THAT PROVIDES POST-RETIREMENT MEDICAL AND
LIFE INSURANCE BENEFITS) WITHOUT INCURRING OR OTHERWISE BEING RESPONSIBLE FOR
ANY MATERIAL LIABILITY WITH RESPECT THERETO.
(G)
IN CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, NO PAYMENT OF MONEY OR OTHER PROPERTY,
ACCELERATION OF BENEFITS OR PROVISION OF OTHER RIGHTS HAS BEEN OR WILL BE MADE
HEREUNDER, UNDER ANY AGREEMENT CONTEMPLATED HEREIN, OR UNDER ANY COMPANY BENEFIT
PLAN OR ANY CONTRACT LISTED IN SECTION 5.15 OF THE COMPANY DISCLOSURE SCHEDULE
THAT COULD REASONABLY BE EXPECTED TO BE NONDEDUCTIBLE UNDER SECTION 280G OF THE
CODE, WHETHER OR NOT SOME OTHER SUBSEQUENT ACTION OR EVENT WOULD BE REQUIRED TO
CAUSE SUCH PAYMENT, ACCELERATION OR PROVISION TO BE TRIGGERED.
Section 5.13
Labor Matters.
Neither the Company nor any of its
Subsidiaries is a party to, or bound by, any collective bargaining agreement or
other Contract with a labor union or labor organization and no collective
bargaining agreement is being negotiated by the Company or any of its
Subsidiaries.
Neither the Company nor any of its Subsidiaries is the