SELLERS' EMPLOYEE PLAN, WHICH IN EITHER CASE
REASONABLY COULD BE EXPECTED TO RESULT IN MATERIAL LIABILITY TO ANY OF SELLERS
OR THEIR SUBSIDIARIES.
(C)
PENSION PLANS.
NEITHER SELLER NOR ANY ERISA AFFILIATE SPONSORS,
MAINTAINS, CONTRIBUTES TO OR HAS AN OBLIGATION TO CONTRIBUTE TO, OR HAS, DURING
THE PAST SIX YEARS, SPONSORED, MAINTAINED, CONTRIBUTED TO OR HAD AN OBLIGATION
TO CONTRIBUTE TO ANY PENSION PLAN SUBJECT TO TITLE IV OF ERISA OR SECTION 412 OF
THE CODE, ANY MULTIEMPLOYER PLAN OR ANY MULTIPLE EMPLOYER PLAN (WITHIN THE
MEANING OF SECTION 413 OF THE CODE).
(d)
Effect of Transactions.
Except as set forth on Section 3.24 of
the Sellers' Disclosure Letter, with respect to the Hired Employees, neither the
execution and delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, either alone or in combination with another
event (whether contingent or otherwise) will (i) entitle any Hired Employee to
any material payment; (ii) materially increase the amount of compensation or
benefits due to any Hired Employee; (iii) accelerate the vesting, funding or
time of payment of any compensation, equity award or other benefit to any Hired
Employee; or (iv) result in any "parachute payment" under Section 280G of the
Code.
(E)
NO POST-EMPLOYMENT OBLIGATIONS.
NEITHER SELLERS NOR ANY OF THEIR
SUBSIDIARIES HAS ANY OBLIGATION TO PROVIDE HEALTH, ACCIDENT, DISABILITY, LIFE
INSURANCE OR DEATH BENEFITS WITH RESPECT TO ANY CURRENT OR FORMER EMPLOYEES, OR
THE SPOUSES, DEPENDENTS OR BENEFICIARIES OF ANY CURRENT OR FORMER EMPLOYEES,
BEYOND THE TERMINATION OF EMPLOYMENT OR SERVICE OF SUCH EMPLOYEE, EXCEPT AS MAY
BE REQUIRED BY COBRA OR OTHER APPLICABLE LAW (THE "CONTINUATION COVERAGE
REQUIREMENTS").
(f)
COBRA Compliance.
All group health plans of the Sellers and
their Subsidiaries have been operated in compliance with all applicable
Continuation Coverage Requirements in all material respects.
(G)
INTERNATIONAL EMPLOYEE PLANS.
NONE OF SELLERS NOR ANY OF THEIR
SUBSIDIARIES MAINTAINS, SPONSORS, PARTICIPATES IN, CONTRIBUTES TO OR HAS ANY
OBLIGATION TO
41
contribute to any International Employee Plan, or has incurred any material
liability with respect to any such plan that has not been satisfied in full.
3.25
Environment, Health, and Safety.
(A)
CONDITION OF PROPERTY.
AS OF THE CLOSING, EXCEPT IN COMPLIANCE
WITH ENVIRONMENTAL LAWS IN A MANNER THAT COULD NOT REASONABLY BE EXPECTED TO
SUBJECT BUYER OR CLARIENT TO LIABILITY, NO HAZARDOUS MATERIALS ARE PRESENT ON
ANY BUSINESS FACILITY CURRENTLY OWNED, OPERATED, OCCUPIED, CONTROLLED OR LEASED
BY SELLERS OR ANY SUBSIDIARY.
(B)
HAZARDOUS MATERIALS ACTIVITIES.
SELLERS AND EACH OF THEIR
SUBSIDIARIES HAVE CONDUCTED ALL HAZARDOUS MATERIAL ACTIVITIES RELATING TO THE
BUSINESS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE
ENVIRONMENTAL LAWS. EXCEPT AS SET FORTH IN SECTION 3.25(B) OF THE SELLERS'
DISCLOSURE LETTER, THE HAZARDOUS MATERIALS ACTIVITIES OF SELLERS AND EACH OF
THEIR SUBSIDIARIES PRIOR TO THE CLOSING HAVE NOT RESULTED IN THE EXPOSURE OF ANY
PERSON TO A HAZARDOUS MATERIAL IN A MANNER WHICH HAS CAUSED OR COULD REASONABLY
BE EXPECTED TO CAUSE A SIGNIFICANT ADVERSE HEALTH EFFECT TO ANY SUCH PERSON.
(C)
PERMITS.
SECTION