VIOLATION OR BREACH OF, OR DEFAULT UNDER,
ANY CONTRACT TO WHICH AN ACQUIRED ENTITY IS A PARTY.
(E)
THERE ARE NO RENEGOTIATIONS OF, ATTEMPTS TO RENEGOTIATE OR
OUTSTANDING RIGHTS TO RENEGOTIATE ANY AMOUNTS PAID OR PAYABLE TO ANY ACQUIRED
ENTITY UNDER CURRENT OR COMPLETED
25
CONTRACTS WITH ANY PERSON HAVING THE CONTRACTUAL OR STATUTORY RIGHT TO DEMAND OR
REQUIRE SUCH RENEGOTIATION AND NO SUCH PERSON HAS MADE WRITTEN DEMAND FOR SUCH
RENEGOTIATION.
SECTION 4.14
CUSTOMERS AND SUPPLIERS.
EXCEPT AS SET FORTH IN SCHEDULE
4.14, SINCE DECEMBER 31, 2005, NO SUPPLIER, CUSTOMER, DISTRIBUTOR OR THIRD PARTY
SALES REPRESENTATIVE HAS CANCELED OR OTHERWISE TERMINATED, OR GIVEN NOTICE OF
INTENT TO CANCEL OR OTHERWISE TERMINATE, FOR ANY REASON, ITS RELATIONSHIP WITH
AN ACQUIRED ENTITY.
SECTION 4.15
EMPLOYEE BENEFIT PLANS.
(A)
SET FORTH IN SCHEDULE 4.15(A) IS A COMPLETE AND CORRECT LIST OF
ALL "EMPLOYEE BENEFIT PLANS" (FOREIGN OR DOMESTIC) AS DEFINED BY SECTION 3(3) OF
ERISA, ALL SPECIFIED FRINGE BENEFIT PLANS AS DEFINED IN SECTION 6039D OF THE
CODE, AND ALL OTHER BONUS, INCENTIVE-COMPENSATION, DEFERRED-COMPENSATION,
PROFIT-SHARING, STOCK-OPTION, STOCK-APPRECIATION-RIGHT, STOCK-BONUS,
STOCK-PURCHASE, EMPLOYEE-STOCK-OWNERSHIP, SAVINGS, SAVINGS PLANS (REGISTERED OR
NON-REGISTERED) SEVERANCE, CHANGE-IN-CONTROL, SUPPLEMENTAL-UNEMPLOYMENT, LAYOFF,
SALARY-CONTINUATION, RETIREMENT, PENSION, HEALTH, LIFE-INSURANCE, DISABILITY,
ACCIDENT, GROUP-INSURANCE, VACATION, HOLIDAY, SICK-LEAVE, FRINGE-BENEFIT OR
WELFARE PLAN, AND ANY OTHER EMPLOYEE COMPENSATION OR BENEFIT PLAN, AGREEMENT,
POLICY, PRACTICE, COMMITMENT, CONTRACT OR UNDERSTANDING (WHETHER QUALIFIED OR
NONQUALIFIED, CURRENTLY EFFECTIVE OR TERMINATED, WRITTEN OR UNWRITTEN) AND ANY
TRUST, ESCROW OR OTHER AGREEMENT RELATED THERETO THAT (I) IS MAINTAINED OR
CONTRIBUTED TO BY THE CORPORATION OR ANY OTHER CORPORATION OR TRADE OR BUSINESS
CONTROLLED BY, CONTROLLING OR UNDER COMMON CONTROL WITH THE CORPORATION (WITHIN
THE MEANING OF SECTION 414 OF THE CODE OR SECTION 4001(A)(14) OR 4001(B) OF
ERISA) ("ERISA AFFILIATE") OR HAS BEEN MAINTAINED OR CONTRIBUTED TO IN THE LAST
SIX (6) YEARS BY THE CORPORATION OR ANY ERISA AFFILIATE, OR WITH RESPECT TO
WHICH THE CORPORATION OR ANY ERISA AFFILIATE HAS OR MAY HAVE ANY LIABILITY, AND
(II) PROVIDES BENEFITS, OR DESCRIBES POLICIES OR PROCEDURES APPLICABLE TO ANY
CURRENT OR FORMER DIRECTOR, OFFICER, EMPLOYEE OR SERVICE PROVIDER OF THE
CORPORATION OR ANY ERISA AFFILIATE, OR THE DEPENDENTS OF ANY THEREOF, REGARDLESS
OF HOW (OR WHETHER) LIABILITIES FOR THE PROVISION OF BENEFITS ARE ACCRUED OR
ASSETS ARE ACQUIRED OR DEDICATED WITH RESPECT TO THE FUNDING THEREOF
(COLLECTIVELY THE "EMPLOYEE PLANS").
THE ACQUIRED ENTITIES DO NOT MAINTAIN OR
CONTRIBUTE TO ANY EMPLOYEE PLAN THAT IS (W) A "DEFINED BENEFIT PLAN" (AS DEFINED
IN SECTION 414(L) OF THE CODE); (X) A PLAN INTENDED TO MEET THE REQUIREMENTS OF
SECTION 401(A) OF THE CODE; (Y) A "MULTIEMPLOYER PLAN" (AS DEFINED IN SECTION
3(37) OF ERISA); OR (Z) A PLAN SUBJECT TO TITLE IV OF ERISA, OTHER THAN A
MULTIEMPLOYER PLAN.
ALSO SET FORTH ON SCHEDULE 4.15(A) IS A COMPLETE AND
CORRECT LIST OF ALL ERISA AFFILIATES OF THE CORPORATION DURING THE LAST SIX (6)
YEARS.
(B)
THE CORPORATION HAS MADE AVAILABLE TO THE BUYER TRUE, ACCURATE AND
COMPLETE COPIES OF (I) THE DOCUMENTS COMPRISING EACH EMPLOYEE PLAN (OR,