Common use of Compliance with Laws; Liabilities Clause in Contracts

Compliance with Laws; Liabilities. As to all Benefit Plans, except as otherwise specified on Schedule 2.24, the Company is in compliance in all material respects with the terms of all Benefit plans and every Benefit Plan is in compliance in all material respects with all of the requirements and provisions of ERISA and all other laws and regulations applicable thereto, including without limitation the timely filing of all annual reports or other filings required with respect to such Benefit Plans. None of the assets of any Benefit Plan are invested in employer securities or employer real property, as those terms are defined in Section 407(d) of ERISA. There have been no "prohibited transactions" (as described in Section 406 of ERISA or Section 4975 of the Code) with respect to any Benefit Plan and neither the Company nor any ERISA Affiliate of the Company has otherwise engaged in any prohibited transaction. There has been no "accumulated funding deficiency" as defined in Section 302 of ERISA, nor has any reportable event as defined in Section 4043(b) of ERISA occurred with respect to any Benefit Plan. Actuarially adequate accruals for all obligations or contingent obligations under the Benefit Plans are reflected in the Company's balance sheet for the fiscal year ended December 31, 1996 included in Financial Statements provided to the Purchaser and such obligations include a pro rata amount of the contributions which would otherwise have been made in accordance with past practices for the plan years which include the closing date.

Compliance with Laws; Liabilities. As to all Benefit Plans, except as otherwise specified on Schedule SCHEDULE 2.24, the Company is in compliance in all material respects with the terms of all Benefit plans and every Benefit Plan is in compliance in all material respects with all of the requirements and provisions of ERISA and all other laws and regulations applicable thereto, including without limitation the timely filing of all annual reports or other filings required with respect to such Benefit Plans. None of the assets of any Benefit Plan are invested in employer securities or employer real property, as those terms are defined in Section 407(d) of ERISA. There have been no "prohibited transactions" (as described in Section 406 of ERISA or Section 4975 of the Code) with respect to any Benefit Plan and neither the Company nor any ERISA Affiliate of the Company has otherwise engaged in any prohibited transaction. There has been no "accumulated funding deficiency" as defined in Section 302 of ERISA, nor has any reportable event as defined in Section 4043(b) of ERISA occurred with respect to any Benefit Plan. Actuarially adequate accruals for all obligations or contingent obligations under the Benefit Plans are reflected in the Company's balance sheet for the fiscal year ended December 31, 1996 included in Financial Statements provided to the Purchaser and such obligations include a pro rata amount of the contributions which would otherwise have been made in accordance with past practices for the plan years which include the closing date.

Compliance with Laws; Liabilities. As to all Benefit Plans, except as otherwise specified on Schedule 2.24SCHEDULE 2.18, the Company is Companies, to their knowledge, are in compliance in all material respects with the terms of all Benefit plans and every Benefit Plan is in compliance in all material respects with all of the requirements and provisions of ERISA and all other laws and regulations applicable thereto, including without limitation the timely filing of all annual reports or other filings required with respect to such Benefit Plans. None of the assets of any Benefit Plan are invested in employer securities or employer real property, as those terms are defined in Section 407(d) of ERISA. There To the knowledge of the Companies and the Sellers, there have been no "prohibited transactions" (as described in Section 406 of ERISA or Section 4975 of the Code) with respect to any Benefit Plan and neither the Company Companies nor any ERISA Affiliate of the Company Companies has otherwise engaged in any prohibited transaction. There has been no "accumulated funding deficiency" as defined in Section 302 of ERISA, nor has any reportable event as defined in Section 4043(b) of ERISA occurred with respect to any Benefit Plan. Actuarially adequate accruals for all obligations or contingent obligations under the Benefit Plans are reflected in the Company's Companies' balance sheet sheets for the fiscal year ended December 31, 1996 included in Financial Statements provided to the Purchaser and such obligations include a pro rata amount of the contributions which would otherwise have been made in accordance with past practices for the plan years which include the closing date.

Compliance with Laws; Liabilities. As to all Benefit Plans, except as otherwise specified on Schedule 2.242.17, the Company each Unipath Entity is in compliance in all material respects with the terms of all Benefit plans and every Benefit Plan is in compliance in all material respects with all of the requirements and provisions of ERISA and all other laws and regulations applicable thereto, including without limitation the timely filing of all annual reports or other filings required with respect to such Benefit Plans. None of the assets of any Benefit Plan are invested in employer securities or employer real property, as those terms are defined in Section 407(d) of ERISA. There have been no "prohibited transactions" (as described in Section 406 of ERISA or Section 4975 of the Code) with respect to any Benefit Plan and neither the Company nor no Unipath Entity or any ERISA Affiliate of the Company any Unipath Entity has otherwise engaged in any prohibited transaction. There has been no "accumulated funding deficiency" as defined in Section 302 of ERISA, nor has any reportable event as defined in Section 4043(b) of ERISA occurred with respect to any Benefit Plan. Actuarially adequate accruals for all obligations or contingent obligations under the Benefit Plans are reflected in the Companyeach Unipath Entity's balance sheet for the fiscal year ended December 31June 30, 1996 1997 included in the Financial Statements provided to the Purchaser and such obligations include a pro rata amount of the contributions which would otherwise have been made in accordance with past practices for the plan years which include the closing dateClosing Date.

Compliance with Laws; Liabilities. As to all Benefit Plans, except as otherwise specified on Schedule 2.242.18, the Company SLA is in compliance in all material respects with the terms of all Benefit plans and every Benefit Plan is in compliance in all material respects with all of the requirements and provisions of ERISA and all other laws and regulations applicable thereto, including without limitation the timely filing of all annual reports or other filings required with respect to such Benefit Plans. None of the assets of any Benefit Plan are invested in employer securities or employer real property, as those terms are defined in Section 407(d) of ERISA. There have been no "prohibited transactions" (as described in Section 406 of ERISA or Section 4975 of the Code) with respect to any Benefit Plan and neither the Company SLA nor any ERISA Affiliate of the Company SLA has otherwise engaged in any prohibited transaction. There has been no "accumulated funding deficiency" as defined in Section 302 of ERISA, nor has any reportable event as defined in Section 4043(b) of ERISA occurred with respect to any Benefit Plan. Actuarially adequate accruals for all obligations or contingent obligations under the Benefit Plans are reflected in the CompanySLA's balance sheet for the fiscal year ended December 31, 1996 1995 included in Financial Statements provided to the Purchaser and such obligations include a pro rata amount of the contributions which would otherwise have been made in accordance with past practices for the plan years which include the closing dateClosing Date.

Compliance with Laws; Liabilities. As to all Benefit Plans, except as otherwise specified on Schedule SCHEDULE 2.24, each of the Company Companies is in compliance in all material respects with the terms of all Benefit plans and every Benefit Plan is in compliance in all material respects with all of the requirements and provisions of ERISA and all other laws and regulations applicable thereto, including without limitation the timely filing of all annual reports or other filings required with respect to such Benefit Plans. None of the assets of any Benefit Plan are invested in employer securities or employer real property, as those terms are defined in Section 407(d) of ERISA. There have been no "prohibited transactions" (as described in Section 406 of ERISA or Section 4975 of the Code) with respect to any Benefit Plan and neither the Company Companies nor any ERISA Affiliate of the Company Companies has otherwise engaged in any prohibited transaction. There has been no "accumulated funding deficiency" as defined in Section 302 of ERISA, nor has any reportable event as defined in Section 4043(b) of ERISA occurred with respect to any Benefit Plan. Actuarially adequate accruals for all obligations or contingent obligations under the Benefit Plans are reflected in each of the Company's Companies' balance sheet for the fiscal year ended December 31, 1996 included in Financial Statements provided to the Purchaser and such obligations include a pro rata amount of the contributions which would otherwise have been made in accordance with past practices for the plan years which include the closing date.

Compliance with Laws; Liabilities. As to all Benefit Plans, except as otherwise specified on Schedule 2.242.18, the Company CP&I is in compliance in all material respects with the terms of all Benefit plans and every Benefit Plan is in compliance in all material respects with all of the requirements and provisions of ERISA and all other laws and regulations applicable thereto, including without limitation the timely filing of all annual reports or other filings required with respect to such Benefit Plans. None of the assets of any Benefit Plan are invested in employer securities or employer real property, as those terms are defined in Section 407(d) of ERISA. There have been no "prohibited transactions" (as described in Section 406 of ERISA or Section 4975 of the Code) with respect to any Benefit Plan and neither the Company CP&I nor any ERISA Affiliate of the Company CP&I has otherwise engaged in any prohibited transaction. There has been no "accumulated funding deficiency" as defined in Section 302 of ERISA, nor has any reportable event as defined in Section 4043(b) of ERISA occurred with respect to any Benefit Plan. Actuarially adequate accruals for all obligations or contingent obligations under the Benefit Plans are reflected in the CompanyCP&I's balance sheet for the fiscal year ended December 31, 1996 1995 included in Financial Statements provided to the Purchaser and such obligations include a pro rata amount of the contributions which would otherwise have been made in accordance with past practices for the plan years which include the closing date.

Compliance with Laws; Liabilities. As to all Benefit Plans, except as otherwise specified on Schedule 2.242.18, the Company Richfield is in compliance in all material respects with the terms of all Benefit plans and every Benefit Plan is in compliance in all material respects with all of the requirements and provisions of ERISA and all other laws and regulations applicable thereto, including without limitation the timely filing of all annual reports or other filings required with respect to such Benefit Plans. None of the assets of any Benefit Plan are invested in employer securities or employer real property, as those terms are defined in Section 407(d) of ERISA. There have been no "prohibited transactions" (as described in Section 406 of ERISA or Section 4975 of the Code) with respect to any Benefit Plan and neither the Company Richfield nor any ERISA Affiliate of the Company Richfield has otherwise engaged in any prohibited transaction. There has been no "accumulated funding deficiency" as defined in Section 302 of ERISA, nor has any reportable event as defined in Section 4043(b) of ERISA occurred with respect to any Benefit Plan. Actuarially adequate accruals for all obligations or contingent obligations under the Benefit Plans are reflected in the CompanyRichfield's balance sheet statement of assets and liabilities for the fiscal year ended December 31, 1996 1995 included in Financial Statements provided to the Purchaser and such obligations include a pro rata amount of the contributions which would otherwise have been made in accordance with past practices for the plan years which include the closing date.

Compliance with Laws; Liabilities. As to all Benefit Plans, except as otherwise specified on Schedule 2.24SCHEDULE 2.23, the Company is in compliance in all material respects with the terms of all Benefit plans and every Benefit Plan is in compliance in all material respects with all of the requirements and provisions of ERISA and all other laws and regulations applicable thereto, including without limitation the timely filing of all annual reports or other filings required with respect to such Benefit Plans. None of the assets of any Benefit Plan are invested in employer securities or employer real property, as those terms are defined in Section 407(d) of ERISA. There have been no "prohibited transactions" (as described in Section 406 of ERISA or Section 4975 of the Code) with respect to any Benefit Plan and neither the Company nor any ERISA Affiliate of the Company has have otherwise engaged in any prohibited transaction. There has been no "accumulated funding deficiency" as defined in Section 302 of ERISA, nor has any reportable event as defined in Section 4043(b) of ERISA occurred with respect to any Benefit Plan. Actuarially adequate accruals for all obligations or contingent obligations under the Benefit Plans are reflected in the Company's balance sheet for the fiscal year ended December as of October 31, 1996 1998 included in Financial Statements provided to the Purchaser Purchaser. The Company is not subject to and such obligations include does not maintain or have in effect a pro rata amount of the contributions which would otherwise have been made in accordance with past practices for the plan years which include the closing datemulti-employer plan.

Compliance with Laws; Liabilities. As to all Benefit Plans, except as otherwise specified on Schedule 2.24SCHEDULE 2.19, the Company Seller is in compliance in all material respects with the terms of all Benefit plans and every Benefit Plan is in compliance in all material respects with all of the requirements and provisions of ERISA and all other laws and regulations applicable thereto, including without limitation the timely filing of all annual reports or other filings required with respect to such Benefit Plans. None of the assets of any Benefit Plan are invested in employer securities or employer real property, as those terms are defined in Section 407(d) of ERISA. There have been no "prohibited transactions" (as described in Section 406 of ERISA or Section 4975 of the Code) with respect to any Benefit Plan and neither the Company Seller nor any ERISA Affiliate of the Company Seller has otherwise engaged in any prohibited transaction. There has been no "accumulated funding deficiency" as defined in Section 302 of ERISA, nor has any reportable event as defined in Section 4043(b) of ERISA occurred with respect to any Benefit Plan. Actuarially adequate accruals for all obligations or contingent obligations under the Benefit Plans are reflected in the CompanySeller's balance sheet for the fiscal year ended December 31, 1996 included in Financial Statements provided to the Purchaser and such obligations include a pro rata amount of the contributions which would otherwise have been made in accordance with past practices for the plan years which include the closing date.

Compliance with Laws; Liabilities. As to all Benefit Plans, except as otherwise specified on Schedule 2.242.18, the Company Gulf Coast is in compliance in all material respects with the terms of all Benefit plans and every Benefit Plan is in compliance in all material respects with all of the requirements and provisions of ERISA and all other laws and regulations applicable thereto, including without limitation the timely filing of all annual reports or other filings required with respect to such Benefit Plans. None of the assets of any Benefit Plan are invested in employer securities or employer real property, as those terms are defined in Section 407(d) of ERISA. There have been no "prohibited transactions" (as described in Section 406 of ERISA or Section 4975 of the Code) with respect to any Benefit Plan and neither the Company Gulf Coast nor any ERISA Affiliate of the Company Gulf Coast has otherwise engaged in any prohibited transaction. There has been no "accumulated funding deficiency" as defined in Section 302 of ERISA, nor has any reportable event as defined in Section 4043(b) of ERISA occurred with respect to any Benefit Plan. Actuarially adequate accruals for all obligations or contingent obligations under the Benefit Plans are reflected in the CompanyGulf Coast's balance sheet for the fiscal year ended December 31, 1996 1995 included in Financial Statements provided to the Purchaser and such obligations include a pro rata amount of the contributions which would otherwise have been made in accordance with past practices for the plan years which include the closing date.