THE SUBSIDIARIES OF THE COMPANY HAVE CONDUCTED THEIR
RESPECTIVE BUSINESSES IN ALL MATERIAL RESPECTS IN THE ORDINARY COURSE,
CONSISTENT WITH PRIOR PRACTICE; (II) EXCEPT FOR PUBLICLY DISCLOSED DIVIDENDS ON
THE COMMON STOCK, THE COMPANY HAS NOT MADE OR DECLARED ANY DISTRIBUTION IN CASH
OR IN KIND TO ITS STOCKHOLDERS OR ISSUED OR REPURCHASED ANY SHARES OF ITS
CAPITAL STOCK OR OTHER EQUITY INTERESTS; AND (III) NO EVENT OR EVENTS HAVE
OCCURRED THAT, INDIVIDUALLY OR IN THE AGGREGATE, HAS HAD OR WOULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(P)
COMPANY BENEFIT PLANS.
(I)
EXCEPT AS HAS NOT HAD OR WOULD NOT, INDIVIDUALLY OR IN THE
AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, (A) WITH
RESPECT TO EACH BENEFIT PLAN, THE COMPANY AND EACH ERISA AFFILIATE, AS WELL AS
EACH BENEFIT PLAN, HAVE COMPLIED, AND ARE NOW IN COMPLIANCE WITH ALL PROVISIONS
OF ERISA, THE CODE AND ALL LAWS AND REGULATIONS APPLICABLE TO SUCH BENEFIT PLAN;
AND (B) EACH BENEFIT PLAN HAS BEEN ADMINISTERED IN ACCORDANCE WITH ITS TERMS AND
ALL LAWS AND REGULATIONS APPLICABLE TO SUCH BENEFIT PLAN, INCLUDING ERISA AND
THE CODE.
(II)
EXCEPT AS HAS NOT HAD OR WOULD NOT REASONABLY BE EXPECTED TO
HAVE, INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT, AND EXCEPT
FOR LIABILITIES FULLY RESERVED FOR OR IDENTIFIED IN THE COMPANY FINANCIAL
STATEMENTS FILED PRIOR TO THE DATE HEREOF, (A) NO CLAIM HAS BEEN MADE, OR TO THE
KNOWLEDGE OF THE COMPANY THREATENED, AGAINST THE COMPANY OR ANY ERISA AFFILIATE
RELATED TO THE EMPLOYMENT AND COMPENSATION OF EMPLOYEES OR ANY BENEFIT PLAN,
INCLUDING ANY CLAIM RELATED TO THE PURCHASE OF EMPLOYER SECURITIES OR TO
EXPENSES PAID UNDER ANY DEFINED CONTRIBUTION PENSION PLAN AND (B) NO EVENT HAS
OCCURRED, AND THERE EXISTS NO CONDITION OR SET OF CIRCUMSTANCES, WHICH COULD
REASONABLY BE EXPECTED TO SUBJECT THE COMPANY OR ANY COMPANY SUBSIDIARY TO ANY
LIABILITY UNDER THE TERMS OF, OR WITH RESPECT TO, ANY BENEFIT PLAN OR UNDER
ERISA, THE CODE OR ANY OTHER APPLICABLE LAW.
(III)
NEITHER THE COMPANY NOR ANY ERISA AFFILIATE HAS EVER MAINTAINED,
ESTABLISHED, SPONSORED, PARTICIPATED IN, OR CONTRIBUTED TO, ANY (A) BENEFIT PLAN
WHICH IS OR WAS SUBJECT TO TITLE IV OF ERISA OR SECTION 412 OF THE CODE,
(B) "MULTIEMPLOYER PLAN" (AS DEFINED IN SECTION 4001(A)(3) OF ERISA),
(C) "MULTIPLE EMPLOYER PLAN" WITHIN THE MEANING OF SECTION 4001(A)(3) OF ERISA
OR SUBJECT TO SECTION 413(C) OF THE CODE, OR (D) "WELFARE BENEFIT FUND" WITHIN
THE MEANING OF SECTION 419 OF THE CODE.
(IV)
EXCEPT AS WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, (A) NEITHER THE EXECUTION AND
DELIVERY OF THIS AGREEMENT, NOR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY WILL (I) RESULT IN ANY PAYMENT (INCLUDING SEVERANCE,
UNEMPLOYMENT COMPENSATION, "EXCESS PARACHUTE PAYMENT" (WITHIN THE MEANING OF
SECTION 280G OF THE CODE), FORGIVENESS OF INDEBTEDNESS OR OTHERWISE) BECOMING
DUE TO ANY CURRENT OR FORMER EMPLOYEE, OFFICER OR DIRECTOR OF THE COMPANY OR ANY
SUBSIDIARY OF THE