ANY REQUIRED
DETERMINATIONS, IF ANY, THAT SUCH FOREIGN PLAN IS IN COMPLIANCE WITH THE LAWS OF
THE RELEVANT JURISDICTION IF SUCH DETERMINATIONS ARE REQUIRED IN ORDER TO GIVE
EFFECT TO SUCH FOREIGN PLAN, (IV) SUCH FOREIGN PLAN HAS BEEN ADMINISTERED IN ALL
MATERIAL RESPECTS AT ALL TIMES IN ACCORDANCE WITH ITS TERMS AND APPLICABLE LAW
AND REGULATIONS, (V) TO THE KNOWLEDGE OF SELLER, THERE ARE NO PENDING
INVESTIGATIONS BY ANY GOVERNMENTAL BODY INVOLVING SUCH FOREIGN PLAN, AND NO
PENDING CLAIMS (EXCEPT FOR CLAIMS FOR BENEFITS PAYABLE IN THE NORMAL OPERATION
OF SUCH FOREIGN PLAN), SUITS OR PROCEEDINGS AGAINST SUCH FOREIGN PLAN OR
ASSERTING ANY RIGHTS OR CLAIMS TO BENEFITS UNDER SUCH FOREIGN PLAN, (VI) THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WILL NOT BY
ITSELF CREATE OR OTHERWISE RESULT IN ANY LIABILITY WITH RESPECT TO SUCH FOREIGN
PLAN OTHER THAN THE TRIGGERING OF PAYMENT TO PARTICIPANTS, AND (VII) EXCEPT AS
REQUIRED BY APPLICABLE LAWS, NO CONDITION EXISTS THAT WOULD PREVENT SELLER FROM
TERMINATING OR AMENDING ANY FOREIGN PLAN AT ANY TIME FOR ANY REASON IN
ACCORDANCE WITH THE TERMS OF EACH SUCH FOREIGN PLAN (OTHER THAN NORMAL AND
REASONABLE EXPENSES TYPICALLY INCURRED IN A TERMINATION EVENT).
4.17
CORPORATE DOCUMENTS.
SELLER HAS DELIVERED OR
MADE AVAILABLE TO BUYER'S LEGAL COUNSEL FOR EXAMINATION:
(A) COPIES OF THE
CERTIFICATE OF INCORPORATION AND BYLAWS OR MEMORANDUM OF ASSOCIATION OR ARTICLES
OF ASSOCIATION, AS APPLICABLE, EACH AS CURRENTLY IN EFFECT, OF EACH OF THE TELOS
SELLERS; AND (B) THE MINUTE BOOKS CONTAINING ALL RECORDS OF ALL PROCEEDINGS,
CONSENTS, ACTIONS AND MEETINGS OF THE BOARD OF DIRECTORS AND ANY COMMITTEES
THEREOF AND STOCKHOLDERS OF EACH OF THE TELOS SELLERS.
SCHEDULE 4.17 OF THE
SELLER DISCLOSURE LETTER SETS FORTH A TRUE, CORRECT AND COMPLETE LIST OF THE
NAMES AND ADDRESSES OF EACH PERSON WHO, AS OF THE DATE HEREOF, MAY REASONABLY BE
DEEMED TO BE AN AFFILIATE OF SELLER.
4.18
NO BROKERS.
EXCEPT FOR FEES PAYABLE TO DRESDNER
KLEINWORT WASSERSTEIN, INC. SOLELY BY SELLER, AS SET FORTH IN THE ENGAGEMENT
LETTER BETWEEN SELLER AND DRESDNER KLEINWORT WASSERSTEIN, INC., DATED NOVEMBER
7, 2003, NEITHER SELLER NOR ANY AFFILIATE OF SELLER IS OBLIGATED FOR THE PAYMENT
OF ANY FEES OR EXPENSES OF ANY INVESTMENT BANKER, BROKER, FINDER OR SIMILAR
PARTY IN CONNECTION WITH THE ORIGIN, NEGOTIATION OR EXECUTION OF THIS AGREEMENT
OR IN CONNECTION WITH THE ASSET PURCHASE OR ANY OTHER TRANSACTION CONTEMPLATED
BY THIS AGREEMENT.
36
4.19
BOOKS AND RECORDS.
THE BOOKS, RECORDS AND
ACCOUNTS OF SELLER (I) ARE IN ALL MATERIAL RESPECTS TRUE AND CORRECT, (II) ARE
STATED IN REASONABLE DETAIL AND ACCURATELY AND FAIRLY REFLECT THE TRANSACTIONS
AND DISPOSITIONS OF THE ASSETS AND PROPERTIES OF SELLER, AND (III) ACCURATELY
AND FAIRLY REFLECT THE BASIS FOR THE SELLER FINANCIAL STATEMENTS AND 2003
AUDITED FINANCIAL STATEMENTS.
4.20
INSURANCE.
SELLER MAINTAINS THE POLICIES OF
INSURANCE AND BONDS SET FORTH IN SCHEDULE 4.20 OF THE SELLER DISCLOSURE LETTER,
INCLUDING ALL LEGALLY REQUIRED WORKERS' COMPENSATION INSURANCE AND ERRORS AND
OMISSIONS, CASUALTY, FIRE AND GENERAL LIABILITY INSURANCE.
THERE IS