CHANGE IN THE
FUNDING STATUS OR FINANCIAL CONDITION OF SUCH PLAN.
EACH ERISA BENEFIT PLAN
LISTED IN SCHEDULE 3.15(A) WHICH IS INTENDED TO QUALIFY UNDER SECTION 401(A) OF
THE CODE HAS RECEIVED A FAVORABLE DETERMINATION LETTER FROM THE IRS THAT SUCH
ERISA BENEFIT PLAN IS SO QUALIFIED UNDER THE CODE, AND NO CIRCUMSTANCE EXISTS
WHICH MIGHT CAUSE SUCH ERISA BENEFIT PLAN TO CEASE BEING SO QUALIFIED.
THERE IS
NO PENDING OR, TO THE KNOWLEDGE OF THE COMPANY, THREATENED ACTION, SUIT OR CLAIM
IN RESPECT OF ANY OF THE ERISA BENEFIT PLANS OR THE ASSETS OF SUCH ERISA BENEFIT
PLANS OTHER THAN ROUTINE CLAIMS FOR BENEFITS IN THE ORDINARY COURSE OF
BUSINESS.
EXCEPT AS SET FORTH IN SCHEDULE 3.15(C), EACH OF THE ERISA BENEFIT
PLANS (I) HAS BEEN ADMINISTERED IN ACCORDANCE WITH ITS TERMS IN ALL MATERIAL
RESPECTS AND (II) COMPLIES IN FORM, AND HAS BEEN ADMINISTERED IN ACCORDANCE, IN
ALL MATERIAL RESPECTS, WITH THE REQUIREMENTS OF ERISA AND, WHERE APPLICABLE, THE
CODE, AND THERE HAS BEEN NO NOTICE ISSUED BY ANY GOVERNMENTAL AUTHORITY
QUESTIONING OR CHALLENGING SUCH COMPLIANCE.
EXCEPT AS SET FORTH IN SCHEDULE
3.15(C), THE COMPANY, EACH SUBSIDIARY AND EACH ERISA AFFILIATE HAS COMPLIED, IN
ALL MATERIAL RESPECTS, WITH THE HEALTH CARE CONTINUATION REQUIREMENTS OF PART 6
OF TITLE I OF ERISA.
EXCEPT AS SET FORTH IN SCHEDULE 3.15(C), NEITHER THE
COMPANY NOR ANY SUBSIDIARY HAS ANY OBLIGATION UNDER ANY ERISA BENEFIT PLANS OR
OTHERWISE TO PROVIDE HEALTH OR OTHER WELFARE BENEFITS TO ANY PRIOR EMPLOYEES OR
ANY OTHER PERSON, EXCEPT AS REQUIRED BY PART 6 OF TITLE I OF ERISA.
EXCEPT AS
DISCLOSED IN SCHEDULE 3.15(C), (1) THE CONSUMMATION OF THE TRANSACTION
CONTEMPLATED BY THIS AGREEMENT AND THE MERGER AGREEMENT (EITHER ALONE OR IN
CONNECTION WITH ANOTHER EVENT) WILL NOT RESULT IN AN INCREASE IN THE AMOUNT OF
COMPENSATION OR BENEFITS OR ACCELERATE THE VESTING OR TIMING OF PAYMENT OF ANY
COMPENSATION OR BENEFITS PAYABLE TO OR IN RESPECT OF ANY PARTICIPANT, (2) NO
AMOUNTS WILL BECOME PAYABLE FOR WHICH OPTIONEE WILL BEAR ANY LIABILITY AND
(3) NO PAYMENT WILL BE REQUIRED PURSUANT TO ANY ERISA BENEFIT PLAN WHICH IS NOT
DEDUCTIBLE UNDER SECTION 162(M) OF THE CODE.
THE COMPANY AND THE SUBSIDIARIES
ARE IN COMPLIANCE WITH THE REQUIREMENTS OF THE WORKERS ADJUSTMENT AND RETRAINING
NOTIFICATION ACT ("WARN") AND HAVE NO MATERIAL LIABILITIES PURSUANT TO WARN,
EXCEPT FOR SUCH FAILURES TO COMPLY THAT WOULD NOT INDIVIDUALLY OR IN THE
AGGREGATE HAVE A MATERIAL ADVERSE EFFECT.
33
(D)
THE COMPANY AND THE SUBSIDIARIES HAVE NO
LIABILITY OF ANY KIND WHATSOEVER, WHETHER DIRECT, INDIRECT, CONTINGENT OR
OTHERWISE, (I) ON ACCOUNT OF ANY MATERIAL VIOLATION OF THE HEALTH CARE
REQUIREMENTS OF PART 6 OF TITLE I OF ERISA OR SECTION 4980B OF THE CODE,
(II) UNDER SECTION 502(I) OR SECTION 502(L) OF ERISA OR SECTION 4975 OF THE
CODE, (III) UNDER SECTION 302 OF ERISA OR SECTION 412 OF THE CODE OR (IV) UNDER
TITLE IV OF ERISA.
(E)
EXCEPT AS SET FORTH IN SCHEDULE 3.15(E),
ALL ERISA BENEFIT PLANS