THEREUNDER.
THE COMPANY HAS ALSO FURNISHED PARENT COPIES OF ANY INSURANCE
CONTRACTS OR TRUST AGREEMENTS THROUGH WHICH ANY ERISA BENEFIT PLAN IS FUNDED,
ANY CUSTODIAL OR INVESTMENT CONTRACTS RELATING TO ASSETS OR BENEFITS UNDER THE
BENEFIT PLAN, ANY CONTRACTS RELATING TO RECORD KEEPING OR ADMINISTRATION FOR THE
BENEFIT PLAN, AND NOTICE OF ANY MATERIAL ADVERSE CHANGE OCCURRING WITH RESPECT
TO ANY BENEFIT PLAN SINCE THE DATE OF THE MOST RECENTLY COMPLETED AND FILED
ANNUAL REPORT.
(D)
NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES HAVE ANY ERISA BENEFIT PLAN WHICH CONSTITUTES A PENSION PLAN WITHIN
THE MEANING OF SECTION 3(2) OF ERISA.
(E)
EXCEPT AS SET FORTH ON SCHEDULE 2.18, WITH
RESPECT TO EACH BENEFIT PLAN:
(I)
EACH BENEFIT PLAN COMPLIES CURRENTLY IN
ALL MATERIAL RESPECTS AND HAS COMPLIED IN ALL MATERIAL RESPECTS IN THE PAST, AS
TO FORM AND OPERATION, WITH THE PROVISIONS OF ALL APPLICABLE FEDERAL AND STATE
LAWS, SUCH AS ERISA AND THE INTERNAL REVENUE CODE, INCLUDING WITHOUT LIMITATION
ALL REQUIREMENTS REGARDING DISCRIMINATION, DISCLOSURE, AND CONTINUATION COVERAGE
(UNDER SECTION 4980B OF THE CODE); AND NO NONEXEMPT "PROHIBITED TRANSACTION" (AS
DEFINED IN SECTION 4975 OF THE CODE OR ENUMERATED IN SECTION 406(A) OR (B) OF
ERISA) HAS OCCURRED;
(II)
ALL REQUIRED GOVERNMENT FILINGS, REPORTS,
AND NOTICES HAVE BEEN PROPERLY AND TIMELY MADE, AND ALL SUCH FILINGS AND
EMPLOYEE DISCLOSURES REQUIRED TO BE MADE WITHIN THIRTY (30) DAYS AFTER CLOSING
THAT ARE BASED IN WHOLE OR IN PART UPON THE PERIOD PRIOR TO THE CLOSING SHALL
HAVE BEEN PREPARED AND DELIVERED TO PARENT ON OR BEFORE THE CLOSING;
(III)
NO SUCH BENEFIT PLAN IS CURRENTLY UNDER
AUDIT OR INVESTIGATION BY ANY GOVERNMENTAL AGENCY OR BODY;
(IV)
THERE ARE NO ACTIONS, SUITS OR CLAIMS (OTHER
THAN ROUTINE CLAIMS FOR BENEFITS) PENDING OR, TO COMPANY'S
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KNOWLEDGE, THREATENED AGAINST ANY OF THE BENEFIT PLANS OR AGAINST THE ASSETS OF
ANY BENEFIT PLAN;
(V)
ALL PREMIUMS AND CONTRIBUTIONS DUE IN
CONNECTION WITH THE BENEFIT PLAN, INCLUDING WITHOUT LIMITATION PREMIUMS DUE THE
PBGC AND PREMIUMS FOR LIFE AND HEALTH INSURANCE AND ANNUITY CONTRACTS, HAVE BEEN
PAID IN FULL WHEN DUE AND, EXCEPT AS SPECIFICALLY DISCLOSED ON SCHEDULE 2.18,
THERE ARE NO SUCH PREMIUMS THAT ARE ATTRIBUTABLE TO ANY PERIOD OF TIME BEFORE
THE CLOSING THAT WILL NOT HAVE BEEN PAID ON OR BEFORE THE CLOSING;
(VI)
ALL REPORTS AND FILINGS MADE PURSUANT TO
ERISA, INCLUDING WITHOUT LIMITATION ALL FORM 5500 AND ATTACHMENTS, SUMMARY
ANNUAL REPORTS, AND PARTICIPANT REPORTS, AND ANY OTHER DOCUMENTS REASONABLY
NECESSARY TO ENABLE PARENT TO PERFORM ITS RESPONSIBILITIES WITH RESPECT TO ANY
EMPLOYEE PROGRAM SUBSEQUENT TO THE CLOSING, ARE AND SHALL BE AVAILABLE AT THE
OFFICES OF THE COMPANY ON AND IMMEDIATELY AFTER THE CLOSING;
(VII)
EXCEPT AS REQUIRED BY COBRA (SECTION 4980B OF
THE INTERNAL REVENUE CODE) OR THE FAMILY MEDICAL LEAVE ACT, NO BENEFIT PLAN
PROVIDES HEALTH OR OTHER WELFARE BENEFITS TO RETIREES, FORMER EMPLOYEES, OR
THEIR DEPENDENTS.
(F)
EXCEPT AS REQUIRED BY COBRA OR THE FAMILY
MEDICAL LEAVE ACT, NEITHER THE COMPANY NOR ANY ERISA AFFILIATE