ARRANGEMENT, WHETHER OR NOT TERMINATED.
(V)
THE EMPLOYEE BENEFIT PLANS OF THE COMPANY GROUP AND ALL RELATED
TRUSTS, INSURANCE CONTRACTS AND FUNDS HAVE BEEN MAINTAINED, FUNDED AND
ADMINISTERED IN ACCORDANCE WITH THEIR TERMS AND HAVE COMPLIED IN FORM AND IN
OPERATION IN ALL MATERIAL RESPECTS WITH THE APPLICABLE REQUIREMENTS OF ERISA,
THE CODE AND OTHER APPLICABLE LAWS.
THE REQUIREMENTS OF COBRA HAVE BEEN MET IN
ALL MATERIAL RESPECTS WITH RESPECT TO EACH EMPLOYEE BENEFIT PLAN WHICH IS AN
"EMPLOYEE WELFARE BENEFIT PLAN" (AS SUCH TERM IS DEFINED IN SECTION 3(1) OF
ERISA) WHICH IS SUBJECT TO COBRA.
(VI)
EACH OF THE EMPLOYEE BENEFIT PLANS WHICH IS INTENDED TO BE
QUALIFIED UNDER SECTION 401(A) OF THE CODE HAS RECEIVED A FAVORABLE
DETERMINATION FROM THE INTERNAL REVENUE SERVICE THAT SUCH EMPLOYEE BENEFIT PLAN
IS QUALIFIED UNDER SECTION 401(A) OF THE CODE, AND THERE ARE NO CIRCUMSTANCES
WHICH COULD REASONABLY BE EXPECTED TO ADVERSELY AFFECT THE QUALIFIED STATUS OF
ANY SUCH EMPLOYEE BENEFIT PLAN.
ALL SUCH EMPLOYEE BENEFIT PLAN HAVE BEEN OR
WILL BE TIMELY AMENDED FOR THE REQUIREMENTS OF THE TAX LEGISLATION COMMONLY
KNOWN AS "GUST" AND HAVE BEEN OR WILL BE SUBMITTED TO THE INTERNAL REVENUE
SERVICE FOR A FAVORABLE DETERMINATION LETTER WITHIN THE REMEDIAL AMENDMENT
PERIOD PRESCRIBED BY GUST.
29
6R.
Employees.
With respect to the business of the Company Group:
(I)
TO THE KNOWLEDGE OF THE COMPANY, NO EXECUTIVE (OTHER THAN DEREK
DAWSON) OF THE COMPANY GROUP (1) HAS ANY PRESENT INTENTION TO TERMINATE HIS OR
HER EMPLOYMENT, OR (2) IS A PARTY TO ANY CONFIDENTIALITY, NON-COMPETITION,
PROPRIETARY RIGHTS OR OTHER SUCH AGREEMENT BETWEEN SUCH EXECUTIVE AND ANY PERSON
THAT WOULD BE MATERIAL TO THE PERFORMANCE OF SUCH EXECUTIVE'S EMPLOYMENT DUTIES,
OR THE ABILITY OF ANY MEMBER OF THE COMPANY GROUP TO CONDUCT THE BUSINESS OF
SUCH MEMBER;
(II)
EXCEPT AS SET FORTH ON THE ATTACHED "EMPLOYEES SCHEDULE" NO LABOR
ORGANIZATION OR GROUP OF EMPLOYEES HAS FILED ANY APPLICATION FOR CERTIFICATION
OR REPRESENTATION PETITION OR MADE ANY WRITTEN OR ORAL DEMAND FOR RECOGNITION;
(III)
TO THE KNOWLEDGE OF THE COMPANY (WHICH, FOR PURPOSES OF THIS
SECTION 6R, SHALL NOT REQUIRE OR INCLUDE ANY INQUIRY), NO UNION ORGANIZING OR
DECERTIFICATION EFFORTS ARE UNDERWAY OR THREATENED AND NO OTHER QUESTION
CONCERNING REPRESENTATION EXISTS; AND
(IV)
NO LABOR STRIKE, WORK STOPPAGE, SLOWDOWN, OR OTHER MATERIAL LABOR
DISPUTE HAS OCCURRED, AND NONE IS UNDERWAY OR, TO THE KNOWLEDGE OF THE COMPANY
(WHICH, FOR PURPOSES OF THIS SECTION 6R, SHALL NOT REQUIRE OR INCLUDE ANY
INQUIRY), THREATENED.
6S.
Environmental and Safety Matters.
(I)
THE COMPANY GROUP IS IN COMPLIANCE WITH ENVIRONMENTAL, HEALTH,
AND SAFETY REQUIREMENTS, EXCEPT FOR SUCH NON-COMPLIANCE AS COULD NOT REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(II)
THE COMPANY GROUP HAS NOT RECEIVED ANY WRITTEN NOTICE, REPORT OR
OTHER INFORMATION IN WRITING REGARDING (A) ANY ACTUAL OR ALLEGED MATERIAL
VIOLATION BY ANY MEMBER OF THE COMPANY GROUP OF ENVIRONMENTAL, HEALTH, AND
SAFETY REQUIREMENTS, OR (B) ANY MATERIAL LIABILITIES (WHETHER ACCRUED, ABSOLUTE,
CONTINGENT, UNLIQUIDATED OR OTHERWISE), INCLUDING ANY INVESTIGATORY,