HAS MADE WRITTEN DEMAND FOR SUCH RENEGOTIATION.
SECTION 4.14
CUSTOMERS AND SUPPLIERS.
Except as set forth in Schedule 4.14, since December 31, 2004, 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 either Corporation.
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" 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 SPONSORED,
MAINTAINED OR CONTRIBUTED TO BY THE CORPORATIONS OR REQUIRED TO BE SPONSORED,
MAINTAINED OR CONTRIBUTED TO BY THE CORPORATIONS WITHIN THE SIX YEARS PRIOR TO
THE CLOSING DATE; AND (II) PROVIDES BENEFITS, OR DESCRIBES POLICIES OR
PROCEDURES APPLICABLE TO ANY CURRENT OR FORMER DIRECTOR, OFFICER, EMPLOYEE OR
SERVICE PROVIDER OF THE CORPORATIONS, 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 CORPORATIONS DO NOT SPONSOR, MAINTAIN
OR CONTRIBUTE TO ANY EMPLOYEE PLAN THAT IS A "DEFINED BENEFIT PLAN" (AS DEFINED
IN SECTION 414(J) OF THE CODE), A PLAN INTENDED TO MEET THE REQUIREMENTS OF
SECTION 401(A) OF THE CODE, OR A "MULTIEMPLOYER PLAN" (AS DEFINED IN
SECTION 3(37) OF ERISA) (A "MULTIEMPLOYER PLAN"), AND HAVE NOT SPONSORED,
MAINTAINED OR CONTRIBUTED TO, OR HAD ANY OBLIGATION TO CONTRIBUTE TO, ANY SUCH
EMPLOYEE PLAN WITHIN THE SIX YEARS PRECEDING THE CLOSING DATE.
THE ONLY
EMPLOYEE WELFARE BENEFIT PLAN SPONSORED, MAINTAINED OR CONTRIBUTED TO BY THE
CORPORATIONS WITHIN THE SIX YEARS PRECEDING THE DATE OF THIS AGREEMENT IS A
FULLY INSURED GROUP HEALTH PLAN.
(B)
EACH OF THE CORPORATIONS HAVE MADE AVAILABLE
TO THE BUYER TRUE, ACCURATE AND COMPLETE COPIES OF (I) THE DOCUMENTS COMPRISING
EACH EMPLOYEE PLAN (OR, WITH RESPECT TO ANY EMPLOYEE PLAN WHICH IS UNWRITTEN, A
DETAILED WRITTEN DESCRIPTION OF ELIGIBILITY, PARTICIPATION,
27
BENEFITS, FUNDING ARRANGEMENTS, ASSETS AND ANY OTHER MATTERS WHICH RELATE TO THE
OBLIGATIONS OF EACH OF THE CORPORATIONS); (II) ALL TRUST AGREEMENTS, INSURANCE
CONTRACTS OR ANY OTHER FUNDING INSTRUMENTS RELATED TO THE EMPLOYEE PLANS;
(III) ALL RULINGS, DETERMINATION LETTERS, NO-ACTION LETTERS OR ADVISORY OPINIONS
FROM THE IRS, THE U.S. DEPARTMENT OF LABOR, THE PBGC OR ANY OTHER GOVERNMENTAL
BODY THAT PERTAIN TO EACH EMPLOYEE PLAN AND ANY OPEN REQUESTS THEREFOR; (IV) THE
MOST RECENT ACTUARIAL (IF APPLICABLE) AND FINANCIAL REPORTS (AUDITED AND/OR
UNAUDITED) AND THE ANNUAL