Common use of Benefit Plans; ERISA Clause in Contracts

Benefit Plans; ERISA. All Benefit Plans of the Company are listed in -------------------- Section 2.14 of the Disclosure Schedule, and copies of all plan documents, --------------------------------------- written descriptions of plans, actuarial reports and filings with any Governmental or Regulatory Authority and determinations with respect to such Benefit Plans) have been delivered or made available to Parent. None of the Benefit Plans are Defined Benefit Plans. Except as disclosed in Section 2.14 of --------------- the Disclosure Schedule: ----------------------- (a) each Benefit Plan has at all times been maintained and administered in accordance with its material terms, and each such Benefit Plan and the administration thereof complies, and has at all times complied, in all material respects with the requirements of all applicable Law, including ERISA and the Code; (b) to the Company's knowledge, each Benefit Plan intended to qualify under Section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax exempt under Section 501(a) of the Code; (c) the Company is not now, nor at any time has it been, a member of a controlled group, as defined in Section 412(n)(6)(B) of the Code, with any other company, entity or enterprise; (d) the Company does not presently maintain or contribute to, nor any time has it maintained or contributed to, any single-employer plan (within the meaning of Section 3(41) of ERISA) subject to Title IV of ERISA, and the Company is not aware of any circumstances pursuant to which the Company could have liability to any party under Title IV of ERISA; (e) no Benefit Plan is a "multiemployer" plan within the meaning of Section 3(37) of ERISA; (f) the Company has not incurred, nor does it reasonably expect to incur, any liability for any tax imposed under Sections 4971 through 4980B of the Code or civil liability under Section 502(i) or (l) of ERISA; (g) no benefit under any Benefit Plan, including any severance or parachute payment plan or agreement, will be established or become accelerated, vested or payable by reason of any transaction contemplated under this Agreement; (h) no Benefit Plan provides health or death benefit coverage beyond the termination of an employee's employment, except as required by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or comparable state laws; (i) no Action or Proceeding (excluding claims for benefits incurred in the ordinary course of Plan activities) have been brought or, to the knowledge of the Company, threatened against or with respect to any Benefit Plan and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to any such Action or Proceeding; (j) no tax has been incurred under Section 511 of the Code with respect to any Benefit Plan (or trust or other funding vehicle pursuant thereto); and (k) all contributions to Benefit Plans that were required to be made under such Benefit Plans have been made; and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, and the Company has performed all material obligations required to be performed as of such date under all Benefit Plans.

Benefit Plans; ERISA. All Benefit Plans of The Company has in existence a defined benefit plan (the Company are listed in -------------------- Section 2.14 of the Disclosure Schedule, "Plan") and copies of all plan documents, --------------------------------------- written descriptions of plans, actuarial reports and filings with any Governmental or Regulatory Authority and determinations with respect documentation relating to such Benefit Plans) the Plan have been delivered or made available to Parent. None Purchaser (including copies of the Benefit Plans are Defined Benefit Plans. Except as disclosed in Section 2.14 of --------------- Plan, summary plan descriptions, trust agreements, the Disclosure Schedule: ----------------------- (a) each Benefit Plan has at all times been maintained and administered in accordance with its material termsthree most recent annual returns, employee communications, and each such Benefit IRS determination letters); The Plan terminates on December 31,1999; there are no other benefit plans of any nature. 2.14.1 The Plan, and the administration thereof thereof, complies, and has at all times complied, complied in all material respects respects, with the requirements of all applicable Law, including ERISA and the Code; (b) to , and the Company's knowledge, each Benefit Plan intended to qualify under Section section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax tax-exempt under Section section 501(a) of the Code; (c) the Company is not now, nor at any time has it been, a member of a controlled group, as defined in Section 412(n)(6)(B) of the Code, with any other company, entity or enterprise; (d) the Company does not presently maintain or contribute to, nor any time has it maintained or contributed to, any single-employer plan (2.14.2 all "accumulated funding deficiency" within the meaning of Section 3(41section 302 of ERISA or section 412 of the Code shall be eliminated prior to termination of the Company's defined benefit plan; 2.14.3 no direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company under Title IV of ERISA to any party with respect to any Benefit Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA affiliate; 2.14.4 the "amount of unfunded benefit liabilities" within the meaning of section 4001(a)(18) of ERISA) ERISA does not or will not upon termination of the Plan exceed zero with respect to any Benefit Plan subject to Title IV of ERISA; 2.14.5 other than termnimation of the Plan effective December 31, and 1999 no other "reportable event" (within the Company meaning of section 4043 of ERISA) has occurred with respect to any Benefit Plan or any Plan maintained by an ERISA affiliate since the effective date of said section 4043; proper notice of termination has been given to all employees; 2.14.6 the Plan is not aware of any circumstances pursuant to which the Company could have liability to any party under Title IV of ERISA; (e) no Benefit Plan is a "multiemployer" multiemployer plan within the meaning of Section section 3(37) of ERISA; (f) 2.14.7 Neither the Company nor any ERISA affiliate has not incurred, nor does it reasonably expect to incur, incurred any liability for any tax Tax imposed under Sections section 4971 through 4980B of the Code or civil liability under Section section 502(i) or (l) of ERISA; (g) 2.14.8 no benefit under any Benefit Plan, including including, without limitation, any severance or parachute payment plan or agreement, will be established or become accelerated, vested or payable by reason of any transaction contemplated under this Agreement; (h) 2.14.9 no Tax has been incurred under section 511 of the Code with respect to any Benefit Plan (or trust or other funding vehicle pursuant thereto); 2.14.10 the Plan does not provides health or death benefit coverage beyond the termination of an employee's employment, except as required by Part 6 of Subtitle B of Title I of ERISA or Section section 4980B of the Code or comparable any state lawslaws requiring continuation of benefits coverage following termination of employment; (i) 2.14.11 no Action suit, actions or Proceeding other litigation (excluding claims for benefits incurred in the ordinary course of Plan plan activities) have been brought or, to the knowledge of any Seller or the Company, threatened against or with respect to any Benefit the Plan and there are no not facts or circumstances known to any the Sellers or the Company that could reasonably be expected to give rise to any such Action or Proceeding; (j) no tax has been incurred under Section 511 of the Code with respect to any Benefit Plan (or trust suit, action or other funding vehicle pursuant thereto)litigation; and (k) 2.14.12 all contributions to Benefit the Plans that were required to be made under such Benefit Plans the Plan have been made; or will be made prior to termination, and all benefits accrued under (including any unfunded Benefit contributions) under the Plan have been or will be paid, accrued or otherwise adequately reserved in accordance with GAAP, and the Company has performed all material obligations required to be performed as of such date under all Benefit Plans.

Benefit Plans; ERISA. All Benefit Plans of maintained by the Company are listed in -------------------- Section 2.14 of the Disclosure Schedule, and copies of all plan documents, --------------------------------------- written descriptions of plans, actuarial reports and filings with any Governmental or Regulatory Authority and determinations with respect to such Benefit Plans) Plans have been delivered or made available to Parent. None Purchaser (including copies of the Benefit Plans are Defined written Benefit Plans, written descriptions of oral Benefit Plans, the latest summary plan descriptions, trust agreements, the three most recent annual returns, employee communications during the last three years, and IRS determination letters). Except as disclosed in Section 2.14 of --------------- the Disclosure Schedule: -----------------------: (a) 2.14.1 to the knowledge of Sellers, each Benefit Plan, including each Benefit Plan intended to qualify under section 401(a) of the Code , complies, and has at all times been maintained and administered in accordance with its material termscompliance, and each such Benefit Plan and the administration thereof complies, and has at all times complied, in all material respects with the requirements of all applicable LawLaws, including ERISA and the Code, except where any such noncompliance could not reasonably be expected to result in a material adverse change in the financial condition of the Company; (b) to the Company's knowledge, each 2.14.2 no Benefit Plan intended to qualify under Section 401(a) has incurred any "accumulated funding deficiency" within the meaning of the Code has at all times since its adoption been so qualified, and each trust which forms a part section 302 of any such plan has at all times since its adoption been tax exempt under Section 501(a) ERISA or section 412 of the Code; (c) 2.14.3 no direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company is not nowunder Title IV of ERISA to any party with respect to any Benefit Plan, nor at any time has it been, a member of a controlled group, as defined in Section 412(n)(6)(B) of the Code, or with respect to any other company, entity Plan presently or enterprise; (d) the Company does not presently maintain or contribute to, nor any time has it heretofore maintained or contributed to, to by any single-employer plan (ERISA affiliate; 2.14.4 the "amount of unfunded benefit liabilities" within the meaning of Section 3(41section 4001(a)(18) of ERISA) ERISA does not exceed zero with respect to any Benefit Plan subject to Title IV of ERISA; 2.14.5 no "reportable event" (within the meaning of section 4043 of ERISA) has occurred with respect to any Benefit Plan or any Plan maintained by an ERISA affiliate since the effective date of said section 4043; 2.14.6 no Benefit Plan is a multiemployer plan within the meaning of section 3(37) of ERISA; 2.14.7 to the knowledge of the Sellers, no event has occurred which creates, and the Company is not aware of any no circumstances exist pursuant to which the Company could have liability to any party under Title IV of ERISA; (e) no Benefit Plan is a "multiemployer" plan within the meaning of Section 3(37) of ERISA; (f) the Company has not incurred, nor does it reasonably expect be expected to incur, any material liability for any tax Tax imposed under Sections section 4971 through 4980B of the Code or civil liability under Section section 502(i) or (l) of ERISA; 2.14.8 no severance pay or "excess parachute payment" (g) no benefit under any Benefit Plan, including any severance or parachute payment plan or agreementwithin the meaning of Section 280G of the Code), will be established or become accelerated, vested or payable by reason of any transaction contemplated under this Agreement; 2.14.9 no Tax has been incurred under section 511 of the Code with respect to any Benefit Plan (h) or trust or other funding vehicle pursuant thereto); 2.14.10 no Benefit Plan provides health or death benefit coverage beyond the termination of an employee's employment, except as required by Part 6 of Subtitle B of Title I of ERISA or Section section 4980B of the Code or comparable any state lawslaws requiring continuation of benefits coverage following termination of employment; (i) 2.14.11 no Action suit, actions or Proceeding other litigation (excluding claims for benefits incurred in the ordinary course of Plan plan activities) have been brought or, to the knowledge of any Seller or the Company, threatened against or with respect to any Benefit Plan and there are no not facts or circumstances known to any the Sellers or the Company that could reasonably be expected to give rise to any such Action or Proceeding; (j) no tax has been incurred under Section 511 of the Code with respect to any Benefit Plan (or trust suit, action or other funding vehicle pursuant thereto)litigation; and (k) 2.14.12 all contributions to Benefit Plans that were required to be made under such Benefit Plans have been made; , and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Benefit Plans are as disclosed in Section 2.14 of the Disclosure Schedule, and the Company has performed all material obligations required to be performed as of such date under all Benefit Plans.

Benefit Plans; ERISA. All Benefit Plans of the Company are listed in -------------------- Section 2.14 of the Disclosure Schedule, and copies of all plan documents, --------------------------------------- written descriptions of plans, actuarial reports and filings with any Governmental or Regulatory Authority and determinations with respect to such Benefit Plans) have been delivered or made available to Parent. None of the Benefit Plans are Defined Benefit Plans. Except as disclosed set forth in Section 2.14 of --------------- the Disclosure Schedule: -----------------------SECTION 2.12 OF THE DISCLOSURE SCHEDULE: (a) each Benefit Plan has at all times been maintained and administered in accordance with its material terms, and each such Benefit Plan and the administration thereof complies, and has at all times complied, in all material respects with the requirements of all applicable LawLaws, including ERISA and the Code; (b) to the Company's knowledge, each Benefit Plan intended to qualify under Section 401(a) of the Code has at all times since the date of its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been qualified for favorable tax exempt treatment under Section 501(a401(a) of the Code; (c) the Company is not now, nor and at any no time has it been, a member of a controlled group, as defined in Section 412(n)(6)(B) of the Code, with any other company, entity or enterprise; (d) the Company does not presently maintain or contribute to, nor any and at no time has it maintained or contributed to, any single-employer plan (within the meaning of Section 3(41) of ERISA) or any multiemployer plan (within the meaning of Section 3(37) of ERISA) subject to Title IV of ERISA, and the Company is not aware of any there are no circumstances pursuant to which the Company could have liability to any party under Title IV of ERISA; (e) no Benefit Plan is a "multiemployer" plan within the meaning of Section 3(37) of ERISA; (f) the Company has not incurred, nor does it reasonably expect to incur, incurred any material liability for any tax imposed under Sections Section 4971 through 4980B of the Code or civil liability under Section 502(i) or (l1) of ERISA; (g) no benefit under any Benefit Plan, including any severance or parachute payment plan or agreement, will be established or become accelerated, vested or payable by reason of any transaction contemplated under this Agreement; (hf) no Benefit Plan provides health or death benefit coverage beyond the termination of an employee's employment, except as required by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or comparable state lawsCode; (ig) no Action Actions or Proceeding Proceedings (excluding claims for benefits incurred in the ordinary course of Plan plan activities) have been brought or, to the knowledge of the Company, threatened against or with respect to any Benefit Plan and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to any such Action or Proceeding; (j) no tax has been incurred under Section 511 of the Code with respect to any Benefit Plan (or trust or other funding vehicle pursuant thereto)Plan; and (kh) all contributions to Benefit Plans that were required to be made under such Benefit Plans have been made; made as of the Effective Date, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, and the Company has performed all material obligations required to be performed as of such date under all Benefit Plans.

Benefit Plans; ERISA. All Benefit Plans of the Company are listed in -------------------- Section 2.14 of the Disclosure ScheduleSchedule 4.1.17, and copies of all plan documents, --------------------------------------- written descriptions of plans, actuarial reports and filings with any Governmental or Regulatory Authority and determinations with respect documentation relating to such Benefit Plans) Plans have been delivered or made available to Parent. None the Purchaser (including, to the extent applicable, copies of the Benefit Plans are Defined written Benefit Plans, written descriptions of oral Benefit Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications, and Internal Revenue Service determination letters). Except as disclosed in Section 2.14 of --------------- Schedule 4.1.17 and to the Disclosure Schedule: -----------------------extent the Seller's Benefit Plans are required by law to comply with the following: (a) each 4.1.17.1 Each Benefit Plan has at all times been maintained and administered in accordance with its material termsPlan, and each such Benefit Plan and the administration thereof thereof, complies, and has at all times complied, in all material respects with the requirements of all applicable LawLaws, including ERISA and the Code; (b) to the Company's knowledge, and each Benefit Plan intended to qualify under Section section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax tax-exempt under Section section 501(a) of the Code;. (c) the Company is not now, nor at 4.1.17.2 No Benefit Plan has incurred any time has it been, a member of a controlled group, as defined in Section 412(n)(6)(B) of the Code, with any other company, entity or enterprise; (d) the Company does not presently maintain or contribute to, nor any time has it maintained or contributed to, any single-employer plan ("accumulated funding deficiency" within the meaning of Section 3(41section 302 of ERISA or section 412 of the Code. 4.1.17.3 No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Seller under Title IV of ERISA to any party with respect to any Benefit Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate. 4.1.17.4 The "amount of unfunded benefit liabilities" within the meaning of section 4001(a)(18) of ERISA) ERISA does not exceed zero with respect to any Benefit Plan subject to Title IV of ERISA, and . 4.1.17.5 No "reportable event" (within the Company is not aware meaning of any circumstances pursuant to which the Company could have liability section 4043 of ERISA) has occurred with respect to any party under Title IV Benefit Plan or any Plan maintained by an ERISA Affiliate since the effective date of ERISA;said section 4043. (e) no 4.1.17.6 No Benefit Plan is a "multiemployer" multiemployer plan within the meaning of Section section 3(37) of ERISA;. (f) 4.1.17.7 Neither the Company Seller nor any ERISA Affiliate has not incurred, nor does it reasonably expect to incur, incurred any liability for any tax imposed under Sections sections 4971 through 4980B of the Code or civil liability under Section section 502(i) or (l) of ERISA;. (g) no 4.1.17.8 No benefit under any Benefit Plan, including including, without limitation, any severance or parachute payment plan or agreement, will be established or become accelerated, vested or payable by reason of any transaction contemplated under this Agreement;. 4.1.17.9 No Tax has been incurred under section 511 of the Code with respect to any Benefit Plan (h) no or trust or other funding vehicle pursuant thereto). 4.1.17.10 No Benefit Plan provides health or death benefit coverage beyond the termination of an employee's employment, except as required by Part 6 of Subtitle B of Title I of ERISA or Section section 4980B of the Code or comparable state laws;Laws requiring continuation of benefits coverage following termination of employment. (i) no Action 4.1.17.11 No Actions or Proceeding Proceedings (excluding claims for benefits incurred in the ordinary course of Plan plan activities) have been brought or, to the knowledge of the CompanySeller, threatened against or with respect to any Benefit Plan and there are no facts or circumstances known to the Company Seller that could reasonably be expected to give rise to any such Action or Proceeding; (j) no tax has been incurred under Section 511 of the Code with respect to any Benefit Plan (or trust suit, action or other funding vehicle pursuant thereto); andlitigation. (k) all 4.1.17.12 All contributions to Benefit Plans that were required to be made under such Benefit Plans have been made; , and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Benefit Plans are as disclosed in Schedule 4.1.17, and the Company Seller has performed all material obligations required to be performed as of such date under all Benefit Plans.