OTHER
PLAN, CONTRACT, PROGRAM OR ARRANGEMENT MAINTAINED, CONTRIBUTED TO OR REQUIRED TO
BE CONTRIBUTED TO BY SELLER OR ANY OF ITS ERISA AFFILIATES FOR THE BENEFIT OF
CURRENT, FORMER OR RETIRED EMPLOYEES (THE "SELLER BENEFIT ARRANGEMENTS")
COMPLIES IN ALL MATERIAL RESPECTS WITH ITS TERMS AND ALL APPLICABLE LAWS,
INCLUDING ERISA AND THE CODE, AND NO "REPORTABLE EVENT" OR "PROHIBITED
TRANSACTION" (AS SUCH TERMS ARE DEFINED IN ERISA) OR TERMINATION HAS OCCURRED
WITH RESPECT TO ANY SELLER ERISA PLAN UNDER CIRCUMSTANCES THAT PRESENT A RISK OF
ANY MATERIAL LIABILITY TO SELLER.
COPIES OR DESCRIPTIONS OF EACH SELLER ERISA
PLAN AND SELLER BENEFIT ARRANGEMENT IN WHICH CURRENT EMPLOYEES OF THE BUSINESS
PARTICIPATE HAVE BEEN PROVIDED TO BUYER PRIOR TO THE DATE HEREOF.
EXCEPT AS SET
FORTH ON SCHEDULE 5.17(A) OF THE DISCLOSURE LETTER, NEITHER SELLER NOR ANY OF
ITS ERISA AFFILIATES HAS ANY OBLIGATION TO PROVIDE MEDICAL OR LIFE INSURANCE
COVERAGE TO ANY TRANSFERRED EMPLOYEE UNDER THE SELLER ERISA PLANS, THE SELLER
BENEFIT ARRANGEMENTS OR ANY OTHER PLAN OR CONTRACT, EXCEPT AS REQUIRED BY
APPLICABLE LAWS.
(B)
NO SELLER ERISA PLAN OR ANY OTHER PLAN SPONSORED OR CONTRIBUTED TO
BY SELLER OR ANY OF ITS ERISA AFFILIATES HAS INCURRED ANY "ACCUMULATED FUNDING
DEFICIENCY" AS SUCH TERM IS DEFINED IN SECTION 302 OF ERISA AND SECTION 412 OF
THE CODE (WHETHER OR NOT WAIVED).
(C)
NEITHER SELLER NOR ANY OF ITS ERISA AFFILIATES HAS CONTRIBUTED TO
OR COMPLETELY OR PARTIALLY WITHDRAWN FROM A "MULTIEMPLOYER PLAN" (AS SUCH TERM
IS DEFINED IN SECTION (3)(37) OF ERISA) WITHIN THE LAST SIX YEARS.
(D)
NEITHER SELLER NOR ANY OF ITS AFFILIATES HAS AT ANY TIME PROVIDED
OR MAINTAINED ANY PLAN, PROGRAM OR ARRANGEMENT PROVIDING POST-RETIREMENT MEDICAL
OR OTHER POST-RETIREMENT BENEFITS FOR OR ON BEHALF OF THE EMPLOYEES OF THE
BUSINESS (OTHER THAN AS REQUIRED BY APPLICABLE LAWS) AND THERE HAS BEEN NO
COMMUNICATION TO EMPLOYEES THAT COULD REASONABLY BE INTERPRETED TO PROMISE OR
GUARANTEE SUCH POST RETIREMENT BENEFITS.
(E)
NEITHER SELLER NOR ANY OF ITS ERISA AFFILIATES HAS EVER MAINTAINED
OR CONTRIBUTED TO A DEFINED BENEFIT PENSION PLAN (AS DEFINED IN SECTION 3(2) OF
ERISA) SUBJECT TO TITLE IV OF ERISA.
(F)
NO PERSON LISTED ON SCHEDULE 5.16 OF THE DISCLOSURE LETTER WILL
BECOME ENTITLED TO ANY RETIREMENT, SEVERANCE OR ANY OTHER INCREASED OR
ACCELERATED COMPENSATION OR BENEFIT SOLELY AS A RESULT OF THE TRANSACTIONS
CONTEMPLATED HEREBY.
5.18
ENVIRONMENTAL MATTERS.
EXCEPT AS SET FORTH ON SCHEDULE 5.18 OF THE
DISCLOSURE LETTER:
(A)
THE BUSINESS HAS BEEN CONDUCTED IN COMPLIANCE WITH ALL APPLICABLE
ENVIRONMENTAL LAWS SO AS TO PREVENT ANY HAZARDOUS MATERIALS FROM BEING RELEASED
INTO THE SOIL AND GROUNDWATER OF THE MOUNTAIN VIEW FACILITIES AND, SO AS TO
PREVENT ANY HAZARDOUS MATERIALS
15
FROM BEING RELEASED INTO THE SOIL AND GROUNDWATER, THE BUSINESS POSSESSES AND
HAS BEEN IN COMPLIANCE WITH
ALL PERMITS AND OTHER GOVERNMENTAL AUTHORIZATIONS
REQUIRED UNDER APPLICABLE ENVIRONMENTAL LAWS, EXCEPT WHERE NON-COMPLIANCE OR THE
ABSENCE OF A PERMIT COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT ON THE BUSINESS AFTER