ANY OBLIGATION UNDER ANY TAX SHARING, TAX INDEMNITY OR SIMILAR
AGREEMENTS.
3.12
NO MATERIAL ADVERSE CHANGE.
SINCE THE DATE OF
THE INTERIM BUSINESS BALANCE SHEETS, THERE HAS NOT BEEN ANY MATERIAL ADVERSE
CHANGE IN THE BUSINESS, OPERATIONS, PROPERTIES, PROSPECTS, ASSETS, OR CONDITION
OF THE BUSINESS, AND NO EVENT HAS OCCURRED OR CIRCUMSTANCE EXISTS THAT MAY
RESULT IN SUCH A MATERIAL ADVERSE CHANGE.
3.13
EMPLOYEE BENEFITS.
(A)
SECTION 3.13(A) OF THE DISCLOSURE SCHEDULE
SETS FORTH A LIST OF EACH BENEFIT PLAN THAT COVERS ANY EMPLOYEE OF THE BUSINESS
BASED IN THE UNITED STATES (THE "U.S. BENEFIT PLANS"). "BENEFIT PLAN" MEANS ANY
OF THE FOLLOWING: AN "EMPLOYEE PENSION BENEFIT PLAN" (AS DEFINED IN
SECTION 3(2) OF ERISA), AN "EMPLOYEE WELFARE BENEFIT PLAN" (AS DEFINED IN
SECTION 3(1) OF ERISA), AND ANY OTHER PLAN, PROGRAM, ARRANGEMENT OR AGREEMENT
PROVIDING FOR SEVERANCE OR RETENTION BENEFITS, PROFIT-SHARING, FEES, BONUSES,
STOCK OPTIONS, STOCK APPRECIATION, STOCK PURCHASE OR OTHER STOCK-RELATED RIGHTS,
CURRENT COMPENSATION, INCENTIVE OR DEFERRED COMPENSATION, CHANGE-IN-CONTROL
BENEFITS, VACATION BENEFITS, INSURANCE, HEALTH OR MEDICAL BENEFITS, DENTAL
BENEFITS, EMPLOYEE ASSISTANCE PROGRAMS, DISABILITY BENEFITS, WORKERS'
COMPENSATION BENEFITS OR POST-EMPLOYMENT OR RETIREMENT BENEFITS AND ANY MATERIAL
FRINGE BENEFITS (EXCLUDING ANY PLANS, PROGRAMS OR ARRANGEMENTS MANDATED BY
APPLICABLE LEGAL REQUIREMENT) THAT IS SPONSORED, MAINTAINED OR CONTRIBUTED TO,
OR REQUIRED TO BE MAINTAINED OR CONTRIBUTED TO, OR WITH RESPECT TO WHICH
LIABILITY IS BORNE, BY SELLER OR ANY ERISA AFFILIATE OF SELLER FOR THE BENEFIT
OF ANY EMPLOYEE OF THE BUSINESS. SELLER HAS MADE AVAILABLE TO BUYER TRUE AND
COMPLETE COPIES OF
32
THE U.S. BENEFIT PLANS (OR, TO THE EXTENT NO SUCH COPY EXISTS, A DESCRIPTION OF
THE MATERIAL TERMS), SUMMARY PLAN DESCRIPTIONS AND SUMMARIES OF MATERIAL
MODIFICATION FOR THE U.S. BENEFIT PLANS (IF APPLICABLE) AND THE MOST RECENT
INTERNAL REVENUE SERVICE DETERMINATION LETTER OR OPINION LETTER RELATED TO THE
U.S. BENEFIT PLANS (IF APPLICABLE). EXCEPT AS SET FORTH IN SECTION 3.13(A) OF
THE DISCLOSURE SCHEDULE, NO U.S. BENEFIT PLAN IS SPONSORED OR MAINTAINED BY
SELLER OR ANY ERISA AFFILIATE OF SELLER.
(B)
NEITHER SELLER NOR ANY ERISA AFFILIATE OF
SELLER HAS INCURRED ANY UNSATISFIED LIABILITY TO THE PBGC OR THE INTERNAL
REVENUE SERVICE UNDER TITLE IV OF ERISA OR SECTION 412 OF THE IRC OR SECTION 302
OF ERISA THAT COULD RESULT IN THE IMPOSITION OF ANY LIABILITY ON BUYER OR ANY OF
ITS ERISA AFFILIATES.
(C)
EACH U.S. BENEFIT PLAN WITH RESPECT TO
WHICH BUYER OR ANY AFFILIATE OF BUYER COULD HAVE ANY MATERIAL LIABILITY
HEREUNDER THAT COVERS ANY EMPLOYEE OF THE BUSINESS HAS BEEN AND IS BEING
ADMINISTERED IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH ITS TERMS AND ERISA,
THE IRC AND ALL OTHER APPLICABLE LEGAL REQUIREMENTS. ALL THE U.S. BENEFIT PLANS
THAT ARE INTENDED TO BE QUALIFIED UNDER SECTION 401(A) OF THE IRC HAVE RECEIVED
DETERMINATION LETTERS FROM THE IRS TO THE EFFECT THAT SUCH U.S. BENEFIT PLANS
ARE QUALIFIED AND THE PLANS AND TRUSTS RELATED THERETO ARE EXEMPT FROM FEDERAL
INCOME TAXES UNDER SECTIONS 401(A) AND 501(A), RESPECTIVELY, OF THE IRC AND NO
CONDITION