ANY FILING WITH OR GIVE ANY NOTICE TO, OR TO OBTAIN ANY APPROVAL, CONSENT,
RATIFICATION, WAIVER OR OTHER AUTHORIZATION FROM, ANY GOVERNMENTAL ENTITY IN
RELATION TO ANY OF THE EMPLOYEES IN CONNECTION WITH THE EXECUTION AND DELIVERY
OF THIS AGREEMENT AND THE COLLATERAL AGREEMENTS OR THE CONSUMMATION OR
PERFORMANCE OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
3.11
EMPLOYMENT AND BENEFITS.
(A)
NO EVENT HAS OCCURRED AND THERE HAS BEEN NO
FAILURE TO ACT ON THE PART OF GPAA OR LDMA OR ANY ADMINISTRATOR OF ANY SELLER
PLAN THAT COULD SUBJECT BUYER OR ITS SUBSIDIARIES TO THE IMPOSITION OF ANY TAX,
PENALTY OR OTHER LIABILITY WITH RESPECT TO ANY SELLER PLANS, WHETHER BY WAY OF
INDEMNITY OR OTHERWISE.
WITH RESPECT TO EACH SELLER PLAN, (I) THERE HAS NOT
OCCURRED ANY PROHIBITED TRANSACTION (WITHIN THE MEANING OF SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE) IN WHICH SELLER OR ANY OF ITS SUBSIDIARIES OR ANY
OF THEIR RESPECTIVE EMPLOYEES OR ANY TRUSTEE, ADMINISTRATOR OR OTHER FIDUCIARY
OF SUCH SELLER PLAN, OR ANY AGENT OF THE FOREGOING THAT WOULD SUBJECT SELLER OR
ANY OF ITS SUBSIDIARIES OR, TO THE KNOWLEDGE OF SELLER, ANY OF THEIR RESPECTIVE
EMPLOYEES, OR A TRUSTEE, ADMINISTRATOR OR OTHER FIDUCIARY OF ANY TRUST CREATED
UNDER ANY SELLER PLAN, TO THE TAX OR PENALTY ON PROHIBITED TRANSACTIONS IMPOSED
BY SECTION 4975 OF THE CODE OR THE SANCTIONS IMPOSED UNDER TITLE I OF ERISA AND
(II) NEITHER SELLER NOR ANY OF ITS SUBSIDIARIES NOR, TO THE KNOWLEDGE OF SELLER,
ANY TRUSTEE, ADMINISTRATOR OR OTHER FIDUCIARY OF ANY SELLER PLAN NOR ANY AGENT
OF THE FORGOING, HAS ENGAGED IN ANY TRANSACTION OR ACTED IN A MANNER, OR FAILED
TO ACT IN A MANNER THAT WOULD SUBJECT SELLER OR ITS SUBSIDIARIES OR, ANY
TRUSTEE, ADMINISTRATOR OR OTHER FIDUCIARY, TO ANY MATERIAL LIABILITY FOR BREACH
OF FIDUCIARY DUTY UNDER ERISA OR ANY OTHER APPLICABLE LEGAL REQUIREMENTS.
17
(B)
NEITHER SELLER NOR ANY ERISA AFFILIATE OF SELLER
HAS SPONSORED, MAINTAINED, PARTICIPATED IN OR CONTRIBUTED TO, AND DOES NOT NOW
SPONSOR, MAINTAIN, PARTICIPATE IN OR CONTRIBUTE TO, (I) ANY MULTI-EMPLOYER PLAN,
AS DEFINED IN SECTION 3(37) OF ERISA OR A MULTI-EMPLOYER BENEFIT PLAN, (II) ANY
PLAN SUBJECT TO TITLE IV OF ERISA, (III) ANY SELLER PLAN SUBJECT TO THE MINIMUM
FUNDING REQUIREMENTS OF SECTION 412 OF THE CODE, OR (IV) ANY PLAN WHICH
PROVIDES, OR HAS ANY LIABILITY TO PROVIDE, LIFE INSURANCE, MEDICAL, SEVERANCE OR
OTHER EMPLOYEE WELFARE BENEFITS AFTER RETIREMENT TO ANY FORMER EMPLOYEE, EXCEPT
AS REQUIRED BY SECTION 4980B OF THE CODE OR SIMILAR LAWS.
NEITHER SELLER NOR
ANY ERISA AFFILIATE OF SELLER HAS ANY UNSATISFIED LIABILITY UNDER TITLE IV OF
ERISA OR SECTION 412 OF THE CODE.
(C)
ALL OBLIGATIONS OF SELLER AND ITS ERISA
AFFILIATES RELATING TO GROUP HEALTH PLAN CONTINUATION COVERAGE, WHETHER ARISING
BY OPERATION OF LAW OR BY CONTRACT, REQUIRED TO BE PERFORMED UNDER SECTION 4980B
OF THE CODE (OR SIMILAR STATE LAW), INCLUDING, BUT NOT LIMITED TO, SUCH
OBLIGATIONS THAT MAY ARISE BY VIRTUE OF THE