RACE, COLOR, RELIGION, SEX, DISABILITY, NATIONAL ORIGIN OR AGE OR
(B) RELATING TO EMPLOYMENT OR LABOR, INCLUDING, WITHOUT LIMITATION, THOSE
RELATED TO IMMIGRATION, WAGES, HOURS OR PLANT CLOSING.
3.19
BENEFIT PLANS.
(A)
THE DISCLOSURE SCHEDULE IDENTIFIES EACH DEFERRED COMPENSATION,
BONUS OR INCENTIVE COMPENSATION, EQUITY INCENTIVE OR PURCHASE, SEVERANCE,
TERMINATION PAY, HOSPITALIZATION OR OTHER MEDICAL BENEFIT, LIFE OR OTHER
INSURANCE, VISION, DENTAL, DRUG, SICK LEAVE, DISABILITY, SALARY CONTINUATION,
VACATION, SUPPLEMENTAL UNEMPLOYMENT BENEFITS, PROFIT SHARING, INCENTIVE OR OTHER
COMPENSATION, MORTGAGE ASSISTANCE, PENSION OR SUPPLEMENTAL PENSION PLAN,
RETIREMENT COMPENSATION ARRANGEMENT, GROUP REGISTERED RETIREMENT SAVINGS PLAN,
DEFERRED PROFIT SHARING PLAN, EMPLOYEE PROFIT SHARING PLAN, SAVINGS, RETIREMENT
OR SUPPLEMENTAL RETIREMENT PLAN, PROGRAM OR ARRANGEMENT OR ANY OTHER PLAN,
PROGRAM, OR ARRANGEMENT FOR THE BENEFIT OF THE EMPLOYEES OF THE SELLER, WHETHER
FUNDED OR UNFUNDED, FORMAL OR INFORMAL, THAT IS MAINTAINED, CONTRIBUTED TO OR
REQUIRED TO BE CONTRIBUTED TO, BY SELLER, OR TO WHICH SELLER IS A PARTY, OR
BOUND BY, OR UNDER WHICH SELLER HAS ANY LIABILITY OR CONTINGENT LIABILITY WITH
RESPECT TO OR RELATING TO THE BUSINESS OR THE ASSETS FOR THE BENEFIT OF
EMPLOYEES OR FORMER EMPLOYEES OF SELLER AND THEIR DEPENDENTS (THE "BENEFIT
PLANS").
(B)
A TRUE, CURRENT AND COMPLETE COPY OF EACH BENEFIT PLAN (AS AMENDED
TO DATE) AND THE LITERATURE, BOOKLETS, SUMMARIES OR MANUALS PREPARED FOR OR
CIRCULATED TO EMPLOYEES GENERALLY CONCERNING EACH BENEFIT PLAN HAS BEEN PROVIDED
TO BUYER FOR ITS INFORMATION, EVEN THOUGH THE BENEFIT PLANS DO NOT CONSTITUTE
PART OF THE ASSETS.
(C)
EACH OF THE BENEFIT PLANS IS, AND HAS BEEN, ESTABLISHED,
REGISTERED, QUALIFIED, ADMINISTERED AND INVESTED IN COMPLIANCE WITH (I) THE
TERMS THEREOF, (II) ALL APPLICABLE LAWS, INCLUDING, WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE APPLICABLE TAX LEGISLATION, (III) THE
ADMINISTRATIVE PRACTICES OF THE TAX AUTHORITIES; AND SELLER HAS NOT RECEIVED, IN
THE LAST THREE (3) YEARS, ANY NOTICE FROM ANY PERSON QUESTIONING OR CHALLENGING
SUCH COMPLIANCE (OTHER THAN IN RESPECT OF ANY CLAIM RELATED SOLELY TO THAT
PERSON), AND SELLER HAS NO KNOWLEDGE OF ANY SUCH NOTICE FROM ANY PERSON
QUESTIONING OR CHALLENGING SUCH COMPLIANCE BEYOND THE LAST THREE (3) YEARS.
(D)
NONE OF SELLER AND ANY OF ITS AGENTS ARE IN BREACH OF THEIR
FIDUCIARY DUTY WITH RESPECT TO THE BENEFIT PLANS.
(E)
ALL OBLIGATIONS DUE UNDER THE BENEFIT PLANS (WHETHER PURSUANT TO
THE TERMS THEREOF OR ANY APPLICABLE LAWS) HAVE BEEN SATISFIED, AND THERE ARE NO
OUTSTANDING DEFAULTS OR VIOLATIONS THEREUNDER BY SELLER NOR DOES SELLER HAVE ANY
KNOWLEDGE OF ANY DEFAULT OR VIOLATION BY ANY OTHER PERSON TO THE BENEFIT PLANS.
(F)
EXCEPT AS SET FORTH ON THE DISCLOSURE SCHEDULE, NEITHER THE
EXECUTION AND DELIVERY OF THIS AGREEMENT NOR THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY WILL (I) RESULT IN ANY PAYMENT BECOMING DUE
(OTHER THAN THE EXPIRATION OF ELIGIBILITY FOR THE EXERCISE OF OPTIONS AND TO
CLAIM BENEFITS UNDER) ANY CURRENT OR FORMER DIRECTOR, OFFICER OR EMPLOYEE OF
SELLER, (II) INCREASE ANY COMPENSATION OF ANY CURRENT OR FORMER DIRECTOR,
OFFICER OR EMPLOYEE OF SELLER, (III) INCREASE ANY BENEFITS
10