(A)
NO LIABILITY UNDER TITLE IV OF ERISA HAS BEEN INCURRED BY ANY
SELLER OR ANY ERISA AFFILIATE SINCE THE EFFECTIVE DATE OF ERISA THAT HAS NOT
BEEN SATISFIED IN FULL, AND NO CONDITION EXISTS THAT PRESENTS A MATERIAL RISK TO
ANY SELLER OR ANY TRADE OR BUSINESS, WHETHER OR NOT INCORPORATED, THAT TOGETHER
WITH ANY SELLER WOULD BE DEEMED A "SINGLE EMPLOYER" UNDER SECTION 414 OF THE
CODE (AN "ERISA AFFILIATE") OF INCURRING A LIABILITY UNDER SUCH TITLE.
(B)
TO SELLERS' KNOWLEDGE, NEITHER ANY SELLER NOR ANY ERISA
AFFILIATE, NOR ANY PLAN AND NEITHER ANY SELLER NOR ANY ERISA AFFILIATE HAS ANY
CONTINUING LIABILITY
15
THEREUNDER, NOR ANY TRUST CREATED THEREUNDER, NOR ANY TRUSTEE OR ADMINISTRATOR
THEREOF HAS ENGAGED IN A TRANSACTION IN CONNECTION WITH WHICH ANY SELLER, ANY OF
THE PLANS, ANY SUCH TRUST, OR ANY TRUSTEE OR ADMINISTRATOR THEREOF, COULD,
DIRECTLY OR INDIRECTLY, BE SUBJECT TO A CIVIL PENALTY ASSESSED PURSUANT TO
SECTION 409 OR 502(I) OF ERISA, A TAX IMPOSED PURSUANT TO SECTION 4975, 4976,
4980B, 4980D, 4980E, OR 4980F OF THE CODE, OR ANY OTHER MATERIAL LIABILITY. FOR
PURPOSES OF THIS SECTION 4.21 THE "PLAN" SHALL MEAN ANY BONUS, DEFERRED
COMPENSATION, INCENTIVE COMPENSATION, EQUITY INCENTIVE, SEVERANCE PAY, MEDICAL,
LIFE OR OTHER HEALTH AND WELFARE BENEFIT, PROFIT-SHARING, OR PENSION PLAN,
PROGRAM, AGREEMENT OR ARRANGEMENT, AND EACH OTHER EMPLOYEE BENEFIT PLAN,
PROGRAM, AGREEMENT OR ARRANGEMENT, SPONSORED, MAINTAINED OR CONTRIBUTED TO OR
REQUIRED TO BE CONTRIBUTED TO BY ANY SELLER OR ANY ERISA AFFILIATE FOR THE
BENEFIT OF ANY EMPLOYEE, INDEPENDENT CONTRACTOR, OR CONSULTANT OR FORMER
EMPLOYEE, INDEPENDENT CONTRACTOR, OR CONSULTANT OF ANY SELLER, WHETHER FORMAL OR
INFORMAL UNLESS SUCH PLAN, PROGRAM, AGREEMENT OR ARRANGEMENT HAS BEEN
TERMINATED.
(C)
NONE OF THE PLANS IS A "MULTIEMPLOYER PLAN," AS SUCH TERM IS
DEFINED IN SECTION 3(37) OF ERISA, A "MULTIPLE EMPLOYER WELFARE ARRANGEMENT," AS
SUCH TERM IS DEFINED IN SECTION 3(40) OF ERISA, OR A SINGLE EMPLOYER PLAN THAT
HAS TWO OR MORE CONTRIBUTING SPONSORS, AT LEAST TWO OF WHOM ARE NOT UNDER COMMON
CONTROL, WITHIN THE MEANING OF SECTION 4063(A) OF ERISA.
(D)
NEITHER ANY SELLER NOR ANY ERISA AFFILIATE HAS EVER SPONSORED,
MAINTAINED OR CONTRIBUTED TO A PENSION PLAN (WITHIN THE MEANING OF SECTION 3(2)
OF ERISA) SUBJECT TO TITLE IV OF ERISA, SECTION 302 OF ERISA OR SECTION 412 OF
THE CODE.
(E)
EACH OF THE PLANS THAT IS INTENDED TO BE "QUALIFIED" WITHIN
THE MEANING OF SECTION 401(A) OF THE CODE HAS RECEIVED A FAVORABLE DETERMINATION
(OR IRS OPINION LETTER) FROM THE IRS IN RESPECT OF EACH SUCH PLAN.
TO THE
KNOWLEDGE OF SELLERS, EACH OF THE PLANS THAT IS INTENDED TO SATISFY THE
REQUIREMENTS OF SECTION 125 OR 501(C)(9) OF THE CODE SATISFIES SUCH
REQUIREMENTS.
TO THE KNOWLEDGE OF SELLERS, EACH OF THE PLANS HAS BEEN OPERATED
AND ADMINISTERED IN ACCORDANCE WITH ITS TERMS AND APPLICABLE LAWS, INCLUDING BUT
NOT LIMITED TO ERISA AND THE CODE.
4.22.
EMPLOYEES; LABOR RELATIONS.
(A)
SCHEDULE 4.22(A) CONTAINS A TRUE AND COMPLETE LIST OF ALL
CURRENT DIRECTORS